Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld. 3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent. 3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration. 3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. 3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 2 contracts
Samples: Lease Agreement (Panacea Acquisition Corp), Lease Agreement (Panacea Acquisition Corp)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any no alterations, installations, improvements, additions or other physical changes in or about improvements to the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consentconsent as provided herein and without a valid bulldlng permit issued by the appropriate governmental agency. To the extent that any alterations, providedadditions or improvements to the Premises constitute “Major Alterations” (as defined below), however, that Landlord may withhold its consent In Landlord’s consent shall not be required for Alterations consisting only of paintingsole and absolute discretion; otherwise, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason alterations, additions or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage Improvements to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Major Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided within Landlord shall not unreasonably withhold, condition or delay its consent to the initial alterations, additions and improvements included in the Tenant Improvements contemplated under paragraph 2.3. As used herein, “Major Alterations” shall mean any alterations, additions or improvements (i) which are visible from outside the Building (including design and aesthetic changes), (ii) which are structural In nature and/or (iii) to the exterior of the Building or the roof of the Building. In furtherance of the foregoing, Landlord may only withhold its consent in Xxxxxxxx’s sole and absolute discretion to Xxxxxx’s proposed alterations to the heating, ventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises (collectively, the “Building Systems”) only to the extent such proposed alteration (1) are visible from outside the Building, and/or (2) adversely affects (in the reasonable discretion of Landlord) the exterior of the Building or the roof, foundation or structural elements of the Building; otherwise, in all other cases, Xxxxxxxx’s consent to any proposed alteration to the Building Systems shall not be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in writing at least fifteen (15) business days prior to commencement of any such work to enable Landlord to post any notice deemed proper before the commencement of such work. Any and ail such alterations, additions or improvements shall comply with all Applicable Laws including, without ilmitatlon, obtaining any required permits or other governmental approvals. Tenant shall cause its contractors and subcontractors to maintain insurance reasonably acceptable to Landlord. Upon termination of this Lease, any alterations, additions and Improvements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant’s request, including the Tenant Improvements, shall at once become part of the really and belong to Landlord unless the terms of the applicable consent provide otherwise, or Landlord subsequently requests in writing to Tenant that part or all of such written approval shall Tenant additions, alterations or improvements be deemed given, removed; provided, however, that Tenant’s notice requesting Landlord’s approval that, such subsequent written request shall contain a legend stating be delivered to Tenant (a) in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN the event Tenant does not timely deliver any Option Notice (15as defined below) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. Ifto renew the Lease, no later than seventeen (17) months prior to the expiration of the then Lease Term (time being of the essence), or after commencement of any Alteration, there is a change (b) in the contractors or subcontractorsevent Tenant has exhausted all options to renew this Lease pursuant to Paragraph 25.1, Tenant shall submit a new or supplemental list and no later than the foregoing provisions shall be applicable thereto. Notwithstanding anything date that is seventeen (17) months prior to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation expiration of the Building by Landlord, Tenant or othersthen Lease Term (time being of the essence). In the event Tenant is required to remove part of any all of such interference Tenant additions, alterations or conflict or if any union establishes a picket line with respect improvements pursuant to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketingthe foregoing sentence, Tenant, upon demand at its sole cost and expense, shall promptly remove the specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the Premises to the condition in which Tenant is otherwise required to surrender the Premises under Paragraph 18.1.
6.5.1. Tenant shall have the right to make Cosmetic Alterations improvements not exceeding One Hundred Thousand Dollars ($100,000.00) in the aggregate without the consent of Landlord. As used herein, shall cause all contractorsa “Cosmetic Alteration” means a cosmetic, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such decorative nonstructural alteration that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with is limited to the compartmentalization requirements interior of Local Law 5the Premises, (ii) relocation does not affect the exterior (including the appearance) of existing fire detection devicesthe Building, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall is not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereofstructural. Tenant shall submit to give Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation written notice (including a detailed description) of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, any Cosmetic Alterations at least fifteen (15) business days’ prior to the base building fire alarm system commencement of construction thereof to allow Landlord to elect under this Paragraph 6.5 whether such Cosmetic Alterations will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in removed upon the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordexpiration or earlier termination of this Lease.
Appears in 2 contracts
Samples: Lease Agreement (Evotec SE), Lease Agreement (Evotec AG)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about 4.1 The full free right and liberty on giving 7 days prior written notice to enter upon the Premises (hereinafter collectively calledto build on or into any dividing boundary or party walls or fences upon the Premises subject to all damage thereby occasioned being made good with all convenient speed by the person or persons exercising such right.
4.2 The full, free right and liberty to execute work and repairs and to make erections upon or to erect, rebuild or alter the Estate, the “Alterations”Building (exclusive of the Premises) without Landlord’s prior written consentand adjoining buildings and the erection of scaffolding notwithstanding that the execution of the said works and repairs may temporarily interfere with the occupation, provideduse, howeveramenity or enjoyment of the Premises and subject to any damage thereby occasioned made good at all convenient speed.
4.3 The full, that Landlord’s consent shall not be required for Alterations consisting only free right and liberty to the Landlord at all reasonable times to enter upon the Premises to view the state and condition of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of to repair and maintain the Building and provided Tenant shall notify nearby premises if the works required to be done upon same cannot otherwise be carried out in a reasonably practicable manner, acknowledging that the access of light and air enjoyed by the Premises or any part thereof may thereby be interfered with; and subject to any damage thereby occasioned to the Premises being made good at all convenient speed by the person exercising such rights.
4.4 To the Landlord and the Vendor the full, free right and liberty to build upon or under, alter or develop or use in writing any manner (including the erection of scaffolding upon the Building) the Estate excluding the Premises and to authorise any present or future owner or occupier of the nature of such Decorative Alteration and Estate to demolish., build or rebuild, alter or develop the contractors to be performing buildings thereon or use the same at least thirty (30) days prior to commencement in any manner provided same does not materially affect the Tenant’s use and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside enjoyment of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheldand business carried on therein.
3.2 All Alterations 4.5 The full, free right and liberty after due notice (if the Tenant shall be done in compliance fail to comply with all applicable laws, regulations and codes, at any of the covenants on the Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time part relating to time reasonably designatethe repair, All Alterations made and installed by Tenantmaintenance, upkeep, or at Tenant’s expense, upon or in layout of the Premises) to enter the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit purpose of carrying out such works as are necessary to Landlord for Landlord’s approval all design specifications and requirements prepared ensure that such covenants are complied with in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordfull.
Appears in 2 contracts
Samples: Lease Agreement (Globoforce LTD), Lease Agreement (Globoforce LTD)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, to be made any material alterations, installations, improvements, changes or additions or other physical changes in or about to the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, consent of Landlord; it being understood that Landlord’s consent shall not be required for Alterations consisting only any alterations, changes or improvements that satisfies all of painting, installing or removing wall covering or carpeting and which are solely of the following criteria (a cosmetic or decorative nature “Permitted Alteration”): (“Decorative Alterations”i) so long as such Decorative Alterations are will not cost more than Twenty Five Thousand Dollars ($25,000.00) in any year; (ii) is not visible from the exterior of the Building Premises or Buildings; and provided Tenant shall notify Landlord in writing (iii) it will not affect the structural elements of the nature of such Decorative Alteration and Buildings or the contractors to be performing systems serving the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3Building. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s Such consent shall not be unreasonably withheld.
3.2 All Alterations . Any such approved changes or additions shall be done in compliance with all applicable laws, regulations and codes, either by or under the direction of Landlord at Tenant’s sole the cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by of Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building excepting any trade fixtures shall become and be immediately the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof upon expiration or earlier termination of the Term of this Lease. Any movable furniture remaining on the Premises at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which hereof shall be removed by Tenant or if not so removed, shall, at the end option of Landlord, become the Term andproperty of Landlord, in and may be sold or retained by Landlord without duty to pay Tenant any amount or account to Tenant for the event proceeds of service any sale. Tenant hereby waives the provisions of Civil Code 1980-1991 at they may apply to any disposition of any personal property remaining at the Premises after a default and agrees that (a) this Lease shall be a xxxx of sale with respect to any personal property remaining on the Premises and (b) sale or other disposition of such notice, Tenant will, at Tenant’s own cost and expense, remove the same personal property conducted in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, Lease shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes an accepted method of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval disposing of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including personal property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required method provided by any governmental or quasiSections 1980-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list 1991 of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyCivil Code.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 2 contracts
Samples: Lease (Marrone Bio Innovations Inc), Lease (Marrone Bio Innovations Inc)
Alterations. 3.1 A. Tenant shall not make or perform or permit the making or performance of, cause to be made any alterations, installationsadditions, improvementsrenovations, additions improvements or other physical changes installations in or about to the Leased Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s which such consent shall not be required for unreasonably withheld, unless Landlord reasonably determines that the proposed Alterations consisting only could (i) affect the exterior or common areas of paintingthe Building or adversely affect the Building’s structure or safety; (ii) adversely affect in any respect the electrical, installing plumbing, fire/life/safety or removing wall covering mechanical (including HVAC) systems of the Building or carpeting and which are solely of a cosmetic the functioning thereof; (iii) be or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not become visible from the exterior of the Leased Premises or the Building; or (iv) interfere with the operation of the Building and provided or the provision of services or utilities to other tenants in the Building. Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors no event make or permit to be performing made any alterations, modification, substitution or other change to the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reasonmechanical, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing plumbing, HVAC and sprinkler systems within or HVAC work and which do not affect serving the Leased Premises. If Landlord consents to any other Building systems such alterations, additions, renovations, improvements or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed installations by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations the obligation) in its sole discretion to manage or supervise such work and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit pay to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees reasonable fee to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party overhead and administrative costs and expenses (including expenses of Landlord’s agent) incurred in connection with the management or supervision of such work by Landlord.
B. Notwithstanding anything contained in this Section 9.03, Tenant shall have the right to make Permitted Alterations (hereinafter defined) in the Leased Premises, without Landlord’s consent (or Landlord’s agentsbut with twenty (20) review days prior written notice (the “Permitted Alterations Notice”), which notice shall contain a description of the Permitted Alterations proposed to be undertaken by Tenant and state that such Alterations are Permitted Alterations). A Permitted Alteration shall mean any cosmetic Alterations in the Leased Premises that could not (i) affect the exterior or common areas of the Building or the structure or safety of the Building; (ii) affect the electrical, plumbing, fire/life/safety or mechanical systems of the Building or the functioning thereof; (iii) be or become visible from the exterior of the Leased Premises or Building; (iv) interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building; (v) cost more than Twenty Thousand Dollars ($20,000.00) in any twelve (12) month period; and (vi) require a permit. In the event that, within ten (10) business days of receipt of an invoice. Before commencing any work on after receiving the AlterationPermitted Alterations Notice, Landlord determines, in its reasonable discretion, that the proposed Alterations are not Permitted Alterations, and so notifies Tenant, Tenant shall furnish to Landlord such bonds apply for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans consent for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result provisions of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelythis Article IX.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 2 contracts
Samples: Office Lease Agreement (SI-BONE, Inc.), Office Lease Agreement (SI-BONE, Inc.)
Alterations. 3.1 Except as set forth on Exhibit “C” attached hereto, Tenant shall not without first obtaining Landlord’s written approval: (a) make or perform or permit the making or performance of, cause to be made any alterations, installationsadditions, improvements, additions or other physical changes in or about improvements to the Leased Premises (hereinafter collectively calledcollectively, the “Alterations”) (b) install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, shades or awnings; or (c) make any other Alterations to the Leased Premises without first obtaining Landlord’s written approval. Tenant may, without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to make interior non-structural Alterations which do not require affect the mechanical, electrical, plumbing or HVAC work and which life safety systems of the Building so long as the cost of all such Alterations in a twelve (12) month period do not exceed $10,000. The foregoing notwithstanding, if the proposed Alterations are, in Landlord’s judgment, likely to affect any other the structure of the Building or the electrical, plumbing, life safety or HVAC systems or space outside otherwise adversely impact the value of the Premises (“Non-Structural Alterations”)Building, such consent may be withheld at the sole and absolute discretion of Landlord; except for the foregoing, Landlord’s consent approval shall not be unreasonably withheld.
3.2 All . Tenant shall present to Landlord plans and specifications for all Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as the time approval is sought. In the event Landlord may from time consents to time reasonably designate, All the making of any Alterations made and installed to the Leased Premises by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices work shall be manufactured done only by a company designated contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. In the event a local panel is required All such work with respect to be installed in the Premises in accordance with the foregoing provisions, such local panel any Alterations shall be done lien free and in a type designated by Landlord.good and workmanlike manner and diligently
Appears in 2 contracts
Samples: Lease Agreement (Weave Communications, Inc.), Lease Agreement (Weave Communications, Inc.)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “AlterationsChanges”) without Landlord’s prior written consentof any kind to the Premises, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature other than (“Decorative Alterations”) so long as (x) such Decorative Alterations are Changes do not visible from require the exterior issuance of permits, do not impact the structure of the Building (the “Building’s Structure”) or the heating, air conditioning and provided ventilating, mechanical, electrical and plumbing systems, controlled access system (if any), sprinkler system and fire/life safety system systems of the Building (the “Building’s Systems”) and (y) Tenant provides Landlord with reasonable advance notice of such Changes) (A) adding or changing furniture, equipment and other Tenant personal property within the Premises, (B) installing decorations within the Premises, and (C) cosmetic changes to the interior of the Premises such as repainting and recarpeting), without securing the prior written consent of Landlord, in the reasonable exercise of its discretion and in accordance with the procedure outlined below; however, Landlord may withhold its consent to any Changes that would (a) adversely affect (in the sole discretion of Landlord) the Building’s Structure or the Building’s Systems (including restrooms or mechanical rooms), or (b) adversely affect (in the reasonable discretion of Landlord) (1) the provision of services to other occupants of the Property, (2) the exterior appearance of the Building, or (3) the appearance of the Property’s common areas or elevator lobby areas. All Changes, as well as the work described in the preceding sentence, shall be completed in a prompt and workmanlike manner, shall not materially alter or impair the character or use of the Building or the Premises, and, only in the event that other tenants lease space in the Building from landlord, shall be conducted by parties exercising commercially reasonably efforts to minimize disturbance to any other tenants in the Building during Normal Business Hours. In making any permitted Changes as well as in its use of the Premises, Tenant shall, at its sole expense, fully comply with the declarations and restrictions that apply to the Property, all applicable federal, state, and local laws, ordinances, and regulations (including the acquisition of permits and the payment of fees), as well as any requirements imposed by Landlord’s insurer of which Tenant has notice and Tenant shall notify save Landlord in writing harmless for and on account of all charges and damages incurred by Landlord as a result of any such Changes made by or on behalf of Tenant. Tenant shall, at its sole expense, promptly comply with any notice from any federal, state, or local authorities, relating to the Premises or the Building, which is served upon it or upon Landlord, where caused either by Tenant’s use of the nature of such Decorative Alteration and Premises or by any Changes made by Tenant. Tenant shall discharge or bond off any liens arising from any Changes made or other work done within the contractors Premises by Tenant or under a contract to be performing the same at least which Tenant is a party within thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies filing thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 2 contracts
Samples: Office Lease (Ncino, Inc.), Office Lease (Ncino, Inc.)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the Except as set forth on Exhibit “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however thatC” attached hereto, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval approval: (a) make or cause to be made any alterations, additions, or improvements (collectively, “Alterations”); (b) install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, shades or awnings; or (c) make any other changes to the Leased Premises without first obtaining Landlord’s written approval. The foregoing notwithstanding, if the proposed Alteration is, in Landlord’s judgment, (a) likely to affect the structure of such plans and specificationsthe Building or the electrical, which shall plumbing, life safety or HVAC systems or otherwise adversely impacts the value of the Building, (b) does not be comply with applicable laws, (c) affects the exterior of the Leased Premises, (d) violates any existing covenants, conditions or restrictions affecting the Property or violates Landlord’s loan documents, or (e) would unreasonably withheld and interfere with the normal business operations of other tenants in the Building, if not provided within fifteen (15) business days of Tenant’s requestany, such written approval shall consent may be deemed givenwithheld at the sole and absolute discretion of Landlord; except for the foregoing, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, present to Landlord plans and specifications for such work at any the time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or othersapproval is sought. In the event Landlord consents to the making of any such interference or conflict or if any union establishes a picket line with respect Alterations to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, the Leased Premises by Tenant, upon demand of Landlord, the same shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed be made by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices work shall be manufactured done only by a company designated contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. In All such work with respect to any Alterations shall be done in a good and workmanlike manner and diligently prosecuted to completion such that, except as absolutely necessary during the event course of such work, the Leased Premises shall at all times be a local panel is required to complete operating unit. Any such Alterations shall be installed in the Premises performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the foregoing provisionswork or any such alterations, additions, or changes, Tenant shall have the same performed in such local panel a manner as not to obstruct access to any portion of the Building. Any Alterations to or of the Leased Premises, including, but not limited to, wallcovering, paneling, and built‑in cabinet work, but excepting movable furniture and equipment, shall at once become a part of the realty and shall be surrendered with the Leased Premises unless Landlord otherwise elects at the time permission is granted to Tenant to install such items. Notwithstanding anything herein to the contrary, with respect to any non-structural alteration which (i) does not affect any Building system or any portion of the Building outside the Leased Premises and (ii) does not cost more than $25,000 in the aggregate in a type designated by Landlordtwelve (12) month period, the consent of Landlord will not be required, provided Landlord receives at least 10 days advance notice thereof.
Appears in 2 contracts
Samples: Lease Agreement (Healthequity Inc), Lease Agreement (Healthequity Inc)
Alterations. 3.1 Tenant shall not make or perform or nor permit the making or performance of, to be made any alterations, installationsadditions, improvements, additions or other physical changes in installations to or about of the Premises (hereinafter collectively calledor any part thereof, except moveable furniture and trade fixtures, without the “Alterations”) without Landlord’s prior written consentconsent of Landlord, provided, however, that Landlord’s which consent shall not be required for Alterations consisting only of paintingunreasonably withheld. Notwithstanding anything contained herein to the contrary, installing Tenant shall have the right to make any alterations to the Premises, without Landlord's consent, which do not exceed $10,000.00 in cost, do not Impact the Building's systems or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations structure, are not visible from the exterior of the Building Premises, and provided Tenant shall notify Landlord in writing are of a cosmetic nature such as painting, wallpapering, hanging pictures, or the installation of furniture. Any alterations, additions, improvements, or installations to or of the nature Premises, except moveable furniture and trade fixtures, shall be completed in compliance with all laws and ordinances, including, without limitation, the ADA, and all rules and regulations of all governmental authorities having jurisdiction of or over the Premises. All such alterations, additions, improvements and installations shall at once become a part of the realty and belong to Landlord. In the event Landlord consents to alterations, additions, improvements, or installations pursuant to this Article, the same shall be made by Tenant at Tenant's sole cost and expense, and selection by Tenant of any person or entity to construct or install the same shall be subject to the prior written consent of Landlord, which consent may be conditioned upon (1) Tenant providing Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of all of such Decorative Alteration alterations, additions, improvements or Installations and (2) acquisition by Tenant of all permits needed to authorize such alterations, additions, improvements or installations from the contractors appropriate governmental agencies, furnishing a copy thereof to Landlord at least ten (10) days prior to the commencement of such work and complying with all of the conditions of such permits in a prompt manner. It shall be performing a material breach hereof for Tenant to make any alterations, additions, improvements or installations without the prior consent of Landlord, and in addition to any other remedies Landlord may have, Landlord may require that Tenant remove any or all of the same at least within thirty (30) days prior to commencement and perform of receipt by Tenant of a notice demanding such Decorative Alteration in accordance with all other provisions of this Article 3removal. Landlord’s consent to Alterations may be withheld for any reason Upon the expiration or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside sooner termination of the Premises (“Non-Structural Alterations”)Term hereof and upon demand by Landlord, Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codesTenant, at Tenant’s 's sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance shall forthwith and with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to all due diligence remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furnituresuch alterations, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Termadditions, improvements, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall installations designated by Landlord to be removed from the Premises by Tenant, provided, however, that Tenant shall and repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentremoval.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 2 contracts
Samples: Lease Agreement (Cygnet Financial Corp), Lease Agreement (Cygnet Financial Corp)
Alterations. 3.1 A. In connection with this Sublease, Landlord and Tenant shall not make or perform or permit hereby acknowledge and agree that Prime Landlord will be making Alterations (as defined in Section 14.B) to the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior interior of the Building and provided Tenant shall notify Landlord in writing order to separate the Premises from the other portions of the nature Building. A description of such Decorative Alteration and Alterations (the contractors to be performing the same at least thirty “Separation Work”) is included in Exhibit C (30Work Letter) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Prime Lease, except that Landlord shall have the right which has been reviewed and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed approved by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Leaseboth parties. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, The parties agree that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages costs or expenses associated with the Separation Work. The parties further agree that Landlord shall have no obligation to Tenantperform any of the Separation Work and Landlord shall not be liable to Tenant for any loss or damage resulting from Prime Landlord’s fire control failure to complete the Separation Work on or detection devices nor shall Landlord have any responsibility for before the maintenance Target Commencement Date. Upon the expiration or replacement thereof. earlier termination of this Sublease, Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in surrender the Premises in accordance with Section 15, below, but shall not be obligated to remove the Separation Work, notwithstanding anything to the contrary contained in this Sublease or the Prime Lease.
B. Tenant shall not at any time during the Sublease Term make any alterations, additions or improvements to the Premises (“Alterations”), including minor, non-structural alterations such as painting, re-carpeting and the like, without the prior written consent of Landlord, which may be granted or withheld in its sole discretion. Notwithstanding the foregoing provisionssentence, such local panel Tenant shall be a type designated by Landlordpermitted to perform “touch-up” painting to the Premises from time to time, provided Tenant gives Landlord prior notice (which may include email or telephonic notice), and provided further that any “touch up” painting uses the same color or colors as exist in the Premises as of the date hereof. If Landlord consents to any proposed Alterations, Landlord shall notify Tenant at the time of its consent whether such Alterations need to be removed upon the expiration or earlier termination of this Sublease. If Landlord fails to so notify Tenant, then Landlord shall be deemed to have waived its right to require such removal, and Tenant shall not be obligated to remove such Alterations notwithstanding anything to the contrary contained in this Sublease or the Prime Lease.
Appears in 1 contract
Samples: Sublease (Critical Therapeutics Inc)
Alterations. 3.1 (A) Tenant shall not make or perform (or permit the making or performance ofany other party to make) any changes, any alterations, installationsadditions, improvements, additions alterations or other physical changes in or about to the Premises (hereinafter collectively calledDemised Premises, the Building or any portions thereof, or any of the systems therein or thereon (referred to collectively as “Alterations” and singly as an “Alteration”) without Landlord’s the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld (and if not consented to or denied within twenty (20) days after written notice from Tenant shall be deemed approved), and in the event that Landlord grants such consent, such Alteration shall be made in compliance with all Legal Requirements and performed in a manner and at such times as Landlord reasonably designates and such Alterations or installations shall not, in any event, interfere with the use and operation of the Building by Landlord or any tenant, occupant or user thereof; provided, however, that Landlord’s consent if any such Alteration shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a relates to interior cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing work or HVAC work and which do does not affect any other the Building structure or systems or space outside and does not exceed in cost the sum of $25,000 in the Premises aggregate over a ninety (“Non-Structural Alterations”)90) day period, Landlord’s consent shall not be unreasonably withheld.
3.2 All required. Without limiting the aforesaid, Tenant agrees that (a) prior to making any Alterations or installing of any of Tenant’s equipment in the Demised Premises, Tenant shall submit detailed plans and specifications of the planned Alteration or installation to Landlord for Landlord’s approval, provided that in no event will Landlord’s approval of such plans be deemed a representation that they comply with applicable Legal Requirements, and any such Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed only in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications approved by Landlord, and (including layoutb) all contractors performing any Alterations, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and modification or maintenance work on behalf of Tenant at the Demised Premises or in the Building shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s be subject to the prior written approval of such plans and specificationsLandlord, which approval shall not be unreasonably withheld or conditioned or unduly delayed and if if, not provided consented to or denied within fifteen twenty (1520) business days of Tenant’s requestdays, such written approval shall be deemed givenapproved, provided, however, that Tenant’s notice requesting Landlord’s approval and prior to the first page commencement of Tenant’s such work. In the event Landlord or its agents employ any independent architect or engineer to examine any plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required or specifications submitted by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish Tenant to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such any proposed Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse pay to Landlord for Landlord’s any reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) fees incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to by Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval Nothing in this Lease shall be deemed givenconstrued in any way as constituting the consent or request of Landlord, providedexpress or implied, howeverby inference or otherwise, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. Ifto any contractor, prior to subcontractor, laborer or after commencement material men, for the performance of any Alteration, there is a change in labor or the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections furnishing of any material for any specific Alteration to, and disconnections fromor repair of, the Demised Premises, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreementpart thereof. Any mechanic’s or other lien filed against the PremisesBuilding, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant or any person claiming through or under Tenant or based upon any act or omission or alleged act or omission of Tenant or any such person shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense, within thirty (30) days after notice to Tenant of the filing of such lien. In addition to the foregoing, Tenant shall comply in all respects with the rules and regulations attached hereto as Exhibit 2 in connection with any Alterations at the Demised Premises; provided, however, that such rules and regulations are not discriminatorily applied to Tenant under this Lease.
(B) Upon completion of any Alterations, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alterations required by any governmental authority, if required, and shall furnish Landlord with copies thereof, together with the “as-built” plans and specifications for such Alterations, which “as-built” plans shall be in hard copy and diskette form. All such fire control devices Alterations shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises made and performed in accordance with the foregoing provisionsplans and specifications therefor as approved by Landlord, such local panel all legal requirements and the Rules and Regulations. All materials and equipment to be incorporated in the Demised Premises as a result of any Alterations shall be a type designated of quality equal to the then existing conditions and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, no such changes for which the cost of labor and materials (as estimated by Landlord’s architect, engineer or contractor) is in excess of One Hundred Thousand ($100,000.00) Dollars, shall be undertaken prior to Tenant’s delivering to Landlord such security for timely lien-free completion thereof as is reasonably satisfactory to Landlord, and such Alterations shall be performed only under the supervision of a licensed architect reasonably satisfactory to Landlord. In addition, other than with respect to Tenant’s initial Alterations, Alterations which are estimated to exceed $100,000 shall be subject to a supervisory fee which Tenant shall pay to Landlord in full prior to the commencement of such Alterations. Such fee shall be equal to five percent (5%) of the estimated hard cost of Alterations.
(C) All Alterations made by or on behalf of Tenant shall upon installation become the property of Landlord and shall remain and be surrendered with the Demised Premises unless Landlord, by notice to Tenant given no later than 30 days prior to the date fixed as the termination of this Lease elects to relinquish Landlord’s rights thereto and have them removed by Tenant, in which event Tenant shall remove same from the Demised Premises, at Tenant’s sole cost and expense, prior to the Expiration Date.
Appears in 1 contract
Samples: Lease (Passport Brands, Inc)
Alterations. 3.1 The removal, renovation, reconfiguration, replacement, construction or alteration of any improvements now or hereafter located on the Premises (or located on Landlord’s Property which are to be used by Tenant) shall be referred to herein each as an “Alteration” and together as “Alterations.” Except for Initial Alterations (defined below), Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) Alterations without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days . Attached hereto as Exhibit C is a list of Tenant’s request, such written approval Alterations that Tenant shall be deemed given, permitted to make (the “Initial Alterations”). Landlord may condition its consent on a review of final plans for the making of the Alteration; provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN review of plans of the Initial Alterations (15as defined below) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything limited to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially confirming compliance with Exhibit C. Landlord agrees to present any reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject comments it may have to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant such plans within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by lawafter Tenant has presented such plans to Landlord for its review. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work cooperate in good faith with Landlord to incorporate Landlord’s reasonably requested changes into the Premisesplans. Tenant shall notbe responsible for complying with all laws applicable to the making of any Alterations, at any time prior to and Landlord shall cooperate with Tenant in complying with such duties as may be imposed on the exercise of rights that may be exercised solely by Landlord (e.g., the making of building permit or during other applications that may be made only by the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in owner of the Premises), whether provided that Tenant shall pay Landlord’s reasonable costs in connection with such cooperation and shall indemnify and hold harmless the Landlord from all claims relating to the making of the Alterations, except to the extent any Alteration or otherwise, if, in such claims arise out of Landlord’s sole discretion, such employment will interfere negligence or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyintentional misconduct.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (New Generation Biofuels Holdings, Inc)
Alterations. 3.1 The provisions of this Article shall apply to the Initial Construction, except to the extent Article V may impose a higher standard, as well as all other Alterations. Tenant shall not may, at its sole option and at its sole cost and expense, make or perform or permit the making or performance ofany additions, any replacements, changes, alterations, installations, improvements, additions repairs or other physical changes in or about improvements to the Premises (hereinafter collectively called, the “Alterations”) that Tenant, in its sole discretion, deems necessary or appropriate; except that Tenant shall not, without Landlord’s prior written consent, provided, however, that which may be granted or denied in Landlord’s consent shall not be required for Alterations consisting only of painting, installing absolute discretion: (a) demolish all or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior substantially all of the Building and provided Tenant shall notify Landlord in writing Improvements, (b) alter the Improvements so as to reduce the aggregate rentable square footage of the Improvements, (c) reduce the height of the Improvements, (d) alter the Improvements so as to adversely affect the structural integrity of the Improvements, or (e) alter the nature of such Decorative Alteration and the contractors Facility from the nature of the Facility required to be performing constructed under Section 5.02. Notwithstanding the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reasonforegoing, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), LandlordXxxxxxxx’s consent shall not be unreasonably withheld.
3.2 withheld or delayed to any of the Alterations described in clauses (a) – (d) if such Alterations result from a material casualty not caused by Tenant or from a condemnation. All Alterations shall be done made in a good and workmanlike manner, in compliance with all applicable lawsLaws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designatecompliance with the requirements of any Leasehold Mortgage, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of LandlordFee Mortgage and/or Subjected Fee Mortgage, and shall remain upon and be surrendered conform in all material respects with the Premises as a part thereof plans and specifications approved by the Building Department and, if applicable, the Landlord. Tenant shall complete all Alterations with reasonable diligence and shall, promptly after completion of such Alterations, obtain all certificates, sign-offs, licenses, permits, and approvals required by Law to be obtained with respect to the Alterations and with respect to all equipment, machinery and fixtures installed in connection with the Alterations. All materials, fixtures, machinery and equipment to be installed in the Improvements shall be of good quality and new. Tenant shall design and plan the staging of all work at the end of the Term of this LeasePremises, except that Landlord shall have the right and privilege perform all construction at the time Landlord grants its consent Premises, with the highest degree of care so as to any Alteration ensure the safety of persons and property at and around the Premises. Tenant shall take appropriate action to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed ensure that all improvements owned by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant adjacent property owners shall not be required to remove any Decorative Alterations damaged or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewithdisturbed. Tenant shall not commence any Alteration Alterations until Landlord Tenant has approved met all of Tenant’s proposed contractors or subcontractorsthe following conditions: Xxxxxx has obtained all permits, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections toapprovals, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond authorizations required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In Department and all other Governmental Authorities for the event of any such interference or conflict or if any union establishes a picket line with Alterations; and With respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave Alterations made after the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitationInitial Construction, (i) compliance Tenant has caused its general contractors, construction managers, architects, engineers, and subcontractors to obtain the insurance described in Exhibit 7, subject to Landlord’s right to reasonably increase the limits of such insurance and to require such other and additional coverages as may be Customary, and (ii) Tenant has delivered to Landlord certificates (in form reasonably acceptable to Landlord) evidencing such required insurance; and Tenant has obtained the insurance required by Section 6.06 below, and has delivered to Landlord certificates (in form reasonably acceptable to Landlord) evidencing such insurance; and Xxxxxx’s design-builder, construction manager, contractors, and subcontractors have furnished to Landlord the indemnification agreement described in Exhibit 7 annexed hereto; and If Landlord’s consent is required for such Alterations, Landlord has consented to the final plans and specifications for the proposed Alterations; and If the aggregate cost of the Alterations exceeds $_______, Tenant has delivered to Landlord the Construction Security described in Section 6.07 below. Tenant shall maintain during any period that Xxxxxx is engaged in performing Alterations, and shall deliver to Landlord prior to commencing the Alterations, the following insurance: At all times during construction, (x) owner’s contingent or protective liability insurance covering claims not covered by the Liability Policy described in Article IX, and (y) if the Property Damage Policy provided in Article IX does not provide protection, builder’s risk insurance insuring against “all risks” (including terrorism and bioterrorism) to the Improvements and Personal Property, with the compartmentalization requirements of Local Law 5(i) an agreed amount endorsement waiving co-insurance provisions, (ii) relocation engineer’s and architect’s errors and omissions insurance with a general aggregate limit of existing fire detection devicesat least $1,000,000. Such builder’s risk insurance shall include coverage against collapse, alarm signals those coverages available under the so-called Installation Floater, damage or destruction of the Alterations (including the Facility while under construction), machinery, tools and/or communication devices necessitated by such equipment at the construction site, and damage or destruction to materials and supplies to be used or incorporated in the construction that are at or near the Premises. Such builder’s risk insurance shall be written on a completed value basis (non-reporting full coverage), be in an amount not less than the total value of all Alterations under construction, have a deductible no greater than $25,000.00, permit partial or full occupancy of the Premises, include waiver of subrogation in favor of Landlord, and (iii) installation of such additional fire control or detection devices as may shall be in form, with companies, for periods and in amounts reasonably required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements Landlord. If the reasonably estimated cost of the New York Board Alterations exceeds an amount equal to the product of Fire Underwriters) as $_________ and the CPI Fraction, Tenant shall maintain at all times during the construction “Wrap-Up” liability insurance with a result ofgeneral aggregate limit of not less than an amount equal to the product of $10,000,000 and the CPI Fraction, covering all construction managers, general contractors, Major Contractors, and subcontractors. Tenant’s manner Such coverage shall be in lieu of use requiring separate liability policies from each of the Premises or foregoing Persons. The Landlord Parties shall be named as additional insured on all liability policies required to be obtained by Tenant, its contractors, construction managers, design-builders, and Major Contractors, including any “Wrap-Up” insurance. Waiver of subrogation in favor of the Landlord Parties shall be provided in all insurance required under this Article and Article V. If the aggregate cost of the proposed Alterations, as reasonably estimated, exceeds $___________, Tenant shall deliver to Landlord Construction Security reasonably acceptable to Landlord prior to the commencement of the Alterations. Landlord The following shall not be responsible for any damages apply to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.Construction Security:
Appears in 1 contract
Samples: Ground Lease
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”called "ALTERATIONS") without Landlord’s 's prior written consent, provided, however, that Landlord’s 's consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and other similar minor alterations costing less than $15,000 in the aggregate, in each case, which are solely of a cosmetic or decorative nature (“Decorative Alterations”"DECORATIVE ALTERATIONS") so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty fifteen (3015) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s 's consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural nonstructural Alterations which do not require electrical, plumbing plumbing, or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non"NON-Structural Alterations”STRUCTURAL ALTERATIONS"), Landlord’s 's consent shall not be unreasonably withheldwithheld or delayed.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and 's expense and at such times and in such manner as Landlord may from time to time reasonably designate, . All Alterations made and installed by Tenant, or at Tenant’s 's expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term term of this Lease, except that Landlord shall have the right and privilege at the time may require as a condition of Landlord grants granting its consent to any Alteration of such Alterations (which requirement Landlord may exercise no later than ten (10) business days after Landlord grants such consent) that, prior to designate the termination of the Lease and Tenant's surrender of the Premises, any of such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s 's own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentremoval.
3.3 Prior to making any Alterations Alterations, Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration (other than Decorative Alterations not requiring plans to be submitted to, or permits to be obtained from, any governmental authority) and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s 's consent) without first obtaining Landlord’s written 's approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s 's compensation (covering all persons to be employed by Tenant, and Tenant’s 's contractors and subcontractors in connection with such Alteration), commercial general comprehensive public liability insurance (including property damage coverage, completed operations/product liability), and liability),and builder’s 's risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. With respect only to the plans and specifications for the initial Alterations to be performed by Tenant in the Premises in connection with Tenant's initial build-out of the Premises ("Initial ------- Alterations"), Landlord shall notify Tenant of its approval or disapproval of ----------- the same within five (5) business days after Landlord's receipt thereof. Tenant shall pay to Landlord an amount equal to ten percent (10%) of the cost of the Alterations (other than Tenant's Initial Alterations and any Decorative Alterations) to compensate Landlord for Landlord's indirect costs, field supervision and coordination in connection with the work. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable 's out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s 's (or Landlord’s 's agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alterationwork, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall reasonably require and in such form as is reasonably satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent % of Landlord’s 's estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s 's expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “"as-built” " plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s 's proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s 's fire safety system, the Building’s 's sprinkler, and the Building’s 's condenser or chilled water system shall be performed, in each case, solely at Tenant’s 's expense, and only by contractors charging commercially reasonable rates designated by LandlordLandlord charging market rates. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s 's lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten thirty (1030) business days thereafter, at Tenant’s 's expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s 's or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s 's sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law "LOCAL LAW 5 Laws”LAWS"). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. of Tenant’s 's manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s 's fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereofthereof unless any such damage shall have been caused directly by the negligence or wilful misconduct of Landlord or its agents or employees. Tenant shall submit to Landlord for Landlord’s 's approval all design specifications and requirements prepared in connection with Tenant’s 's installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s 's fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole 's sole, but reasonable, cost and expense. All such fire control devices shall be manufactured by a company designated by LandlordLandlord charging market rates. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
(A) Subject to the provisions of this Section 3.6, Landlord shall contribute an amount not to exceed Thirty-Nine Thousand Thirty and 00/100 Dollars ($39,030.00) (the "TENANT FUND") toward (x) the cost of the performance of Tenant's Initial Alterations (other than Soft Costs) to be performed by Tenant in the Premises and (y) the fees of architects, engineers, expediters and consultants incurred in connection with the performance of the Initial Alterations (the costs described in this clause (y) being collectively referred to herein as "SOFT COSTS"). Notwithstanding, the foregoing, Landlord shall not be required to contribute toward Soft Costs an amount in excess of twenty percent (20%) of the Tenant Fund.
(B) Landlord shall disburse a portion of the Tenant Fund to Tenant from time to time, within fifteen (15) business days after receipt of the items set forth in Section 3.6(C) hereof, provided that such request is received by Landlord by the tenth (10th) day of the calendar month in which Landlord receives such request, and further provided that on the date of a request and on the date of disbursement from the Tenant Fund, no Event of Default shall have occurred and be continuing. Disbursements from the Tenant Fund shall not be made more frequently than monthly, and shall be in an amount equal to ninety percent (90%) of the aggregate amount theretofore paid or which is then due (as certified by the chief executive or financial officer of Tenant and Tenant's independent, licensed architect) to Tenant's contractors, subcontractors and materialmen, or on account of Soft Costs which in either case have not been the subject of a previous disbursement from the Tenant Fund; provided, however, that in no event shall Tenant be entitled to a disbursement from the Tenant Fund on account of any Soft Costs (other than architect's and engineer's fees and expenses) unless and until the performance of the Initial Alterations has been completed, and all of the costs incurred in connection therewith (other than Soft Costs) shall have been paid in fall.
(C) Landlord's obligation to make disbursements from the Tenant Fund shall be subject to receipt of: (a) a request for such disbursement from Tenant signed by the chief executive or financial officer of Tenant, together with the certification required by Section 3.6(B) hereof, (b) copies of all receipts, invoices and bills for the work completed and materials furnished in connection with the Initial Alterations and incorporated in the Premises, or with respect to Soft Costs, which in either case have been paid by Tenant or which is then due and for which Tenant is seeking reimbursement, (c) with respect to disbursements of the Tenant Fund to cover costs other than Soft Costs, a certificate of Tenant's independent licensed architect stating (i) that, in his opinion, the portion of the Initial Alterations theretofore completed and for which the disbursement is requested was performed in a good and workerlike manner in accordance with the final detailed plans and specifications for such Initial Alterations, as approved by Landlord, (ii) the percentage of completion of the initial Alteration as of the date of such certificate, and (iii) the estimated total cost to complete the performance of the Initial Alterations, and (d) partial lien waivers, to the extent permitted by law, from each contractor, subcontractor and materialman who performed work in connection with the Initial Alterations, to the extent of the amount theretofore paid to such contractor, subcontractor or materialman.
(D) In no event shall the aggregate amount paid by Landlord to Tenant under this Section 3.6 exceed the amount of the Tenant Fund. Upon the completion of the Initial Alterations (which shall include completion of all "punch list" items and payment of Soft Costs, and satisfaction of the conditions set forth in Section 3.6(E) hereof), any amount of the Tenant Fund which has not been previously disbursed shall be credited by Landlord against the ensuing Rent payments. Upon the disbursement or credit of the entire Tenant Fund, Landlord shall have no further obligation or liability whatsoever to Tenant for further disbursement of any portion of the Tenant Fund to Tenant. It is expressly understood and agreed that Tenant shall complete, at its sole cost and expense, the Initial Alterations, and pay Soft Costs, whether or not the Tenant Fund is sufficient to fund such completion and Soft Costs: provided that, subject to Landlord's reasonable prior approval, in the event of some unforeseen expense, Tenant may eliminate some improvements to keep costs within the amount of the Tenant Fund. Any costs to complete the Initial Alterations and pay Soft Costs in excess of the Tenant Fund shall be the sole responsibility and obligation of Tenant.
(E) Within thirty (30) days after completion of the Initial Alterations, Tenant shall deliver to Landlord final waivers of lien from all contractors, subcontractors and materialmen involved in the performance of the Initial Alterations and the materials furnished in connection therewith, and a certificate from Tenant's independent licensed architect certifying that (i) in his opinion the Initial Alterations have been performed in a good and workerlike manner and completed in accordance with the final detailed plans and specifications for such Initial Alterations as approved by Landlord, and (ii) all contractors, subcontractors and materialmen have been paid for the Initial Alterations and materials furnished through such date.
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Samples: Lease Agreement (Salon Internet Inc)
Alterations. 3.1 Tenant Lessee shall not make any alterations or perform improvements in, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the to said Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior first obtaining the written consentconsent of Lessor, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s whose consent shall not be unreasonably withheld.
3.2 All ; provided however, that if Lessor has not granted or denied its consent to any such proposed Alterations within five (5) business days after its receipt of Lessee’s written request for such approval, then Lessor shall be done in compliance with all applicable lawsdeemed to have approved such Alterations. All such alterations, regulations additions and codes, improvements shall be at Tenant’s the sole cost and expense of Lessee and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, Lessor and shall remain upon in and be surrendered with the Premises as a part thereof at the end of the Term termination of this Leaselease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”without disturbance, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations molestation or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable theretoinjury. Notwithstanding anything to the contrary contained herein, connections to(a) Alterations and Lessee’s trade fixtures, furniture, equipment and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated other personal property installed in the Premises as a result (except for any of the foregoing paid for with the proceeds of the Allowance) (“Lessee’s Property”) shall at all times be and remain Lessee’s property, (b) except for Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall which cannot be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and removed without structural injury to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in Lessee may remove Lessee’s Property from the Premises, whether provided that Lessee repairs all damage caused by such removal, (c) Lessor shall have no lien or other interest in connection with any Alteration item of Lessee’s Property and (d) Lessor shall have no right to require Lessee to remove any alterations unless it notifies Lessee at the time it consents (or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect is deemed to have consented) to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining alteration that it shall require such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required alteration to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordremoved.
Appears in 1 contract
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical no changes in or about to the Demised Premises (hereinafter collectively called, which are of a structural nature or which affect the “Alterations”) exterior of the Building without Landlord’s prior written consent, providedwhich consent may be granted or withheld in its sole discretion. Notwithstanding anything contained herein to the contrary (but subject to the requirements set forth in Paragraph 3 of the printed form portion of this lease), howeverTenant may, that upon prior written notice to, but without requiring the consent of, Landlord, perform non-structural and interior Alteration(s) (as hereinafter defined). Further supplementing Paragraph 3 of the printed form portion of this lease, with respect to any and all alterations, installations, additions and improvements (each, an “Alteration” and collectively, “Alterations”) permitted by Landlord to be performed by or on behalf of Tenant in the Demised Premises (including, without limitation, those non-structural, interior Alterations which do not require Landlord’s prior consent), Tenant will deliver to Landlord certificates evidencing Worker’s Compensation Insurance and Contractor’s General Liability Insurance in the amount reasonably satisfactory to Landlord (but in no event less than the amounts set forth in paragraph 59 herein) prior to the commencement of such work. Any and all Alterations and any and all structures or fixtures, except those fixtures described on Exhibit “B” annexed hereto and made a part hereof and/or movable trade fixtures not attached to the realty, installed by or on behalf of Tenant shall be deemed attached to the freehold and automatically become the property of Landlord upon installation, unless Landlord shall elect, in writing, otherwise (such written notice to be delivered to Tenant with Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building Alteration(s), if consent is required, or within fifteen (15) days after Tenant’s written notice to Landlord of the Alteration(s), if no consent is required). If Landlord elects to have Tenant remove same at the expiration of the term of this lease, Tenant shall, prior to the expiration or sooner termination of the term of this lease, perform such removal and provided repair, at its own cost and expense, any damage to the Demised Premises caused by said removal. Notwithstanding the foregoing removal requirements, Landlord may, at its option, in lieu of requiring Tenant to perform such removal and restoration, invoice Tenant for the good faith estimated cost for performing such work and Tenant shall notify Landlord in writing of the nature of pay such Decorative Alteration and the contractors to be performing the same at least invoice, as additional rent, within thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office useinvoice. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by not, without the express written consent of Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed), provided within fifteen (15) business days of Tenantenter upon the roof or attach or install anything thereon or make any Alterations thereto. With respect to any mechanic’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to lien for which Tenant is responsible for removing or after commencement of any Alteration, there is a change in the contractors or subcontractorsbonding hereunder, Tenant shall submit a new or supplemental list reimburse Landlord for all costs and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only expenses incurred by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements therewith (including, without limitation, reasonable attorneys fees and disbursements of Landlord and any requirements sums payable to Landlord’s lender in connection therewith). Supplementing Paragraph 30 of the New York Board printed form portion of Fire Underwriters) as a result of. Tenantthis lease, in the event Tenant makes any installations, changes, modifications or alterations to the sprinkler systems and/or sprinkler equipment serving the Demised Premises, same shall be subject to Landlord’s manner supervisory fee of use 5% of the Premises or the Alterations. Landlord cost thereof which shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit payable, as additional rent, to Landlord for (or, at Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if anyrequest, to the base building fire alarm system will be required as a result of TenantLandlord’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordconstruction affiliate).
Appears in 1 contract
Samples: Assignment and Assumption of Lease Agreement (Standard Microsystems Corp)
Alterations. 3.1 (A) Tenant shall not make any Alterations without Landlord's prior consent. Landlord shall not unreasonably withhold or perform delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the outside of the Building, (ii) do not affect (to more than a DE MINIMIS extent) any part of the Building other than the Premises or permit the making or performance of, require any alterations, installations, improvements, additions or other physical changes to be performed in or about made to any portion of the Premises Building or the Real Property other than the Premises, (hereinafter collectively callediii) do not affect (to more than a DE MINIMIS extent) any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not affect the “Alterations”proper functioning of any Building System, (v) without Landlord’s prior written consentdo not reduce the value or utility of the Building, provided, however, that Landlord’s consent and (vi) do not affect the certificate of occupancy for the Building or the Premises. Landlord shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors deemed to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that unreasonable with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants withholding its consent to any proposed nonstructural Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterationswhich meets the criteria set forth in this Section 3.1(A) if the Lessor or Mortgagee, as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which case may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereofbe, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting withhold its consent.
3.3 (B) (1) Prior to making any Alterations Alterations, including, without limitation, the Initial Alterations, Tenant shall (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written 's approval of such plans and specifications, which, in the case of nonstructural Alterations which meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s requestor delayed, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its Tenant's expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and furnish copies of the same to certificates shall be made, at Tenant's expense, by a Person designated by Landlord, and (iii) shall furnish to Landlord duplicate original policies or certificates thereof of worker’s 's compensation (covering all persons to be employed by Tenant, and Tenant’s 's contractors and subcontractors in connection with such Alteration), commercial general ) and comprehensive public liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk ) insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably requireapprove, naming Landlord and its agents agents, any Lessor and any Mortgagee, as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s 's expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies Governmental Authority and shall furnish Landlord with copies thereof, together with copies of “the "as-built” " plans and specifications for such Alteration.
3.4 Prior Alterations, it being agreed that all filings with Governmental Authorities to commencing any Alteration (including a Decorative Alteration)obtain such permits, Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors approvals and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval certificates shall be deemed givenmade, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s 's expense, and only by contractors charging commercially reasonable rates a Person designated by Landlord. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, the Rules and Regulations (hereinafter defined)Regulations, and all rules and regulations relating to Alterations promulgated by Landlord in its reasonable judgment; all provided further, such rules and regulations shall be consistent with those imposed by Landlord on other office tenants of the Building under similar circumstances. All materials and equipment to be incorporated in the Premises as a result of all any Alterations or a part thereof shall be new first quality and first quality; no such materials or equipment (other than Tenant's Property) shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against In addition, no Alteration shall be undertaken prior to Tenant's delivering to Landlord either (i) a performance bond and labor and materials payment bond (issued by a surety company and in form reasonably satisfactory to Landlord), each in an amount equal to one hundred ten percent (110%) of the Premisescost of such Alteration (as reasonably estimated by Landlord's architect, engineer, or the Real Property, for work claimed to have been done for, contractor) or materials claimed to have been furnished to, Tenant (ii) such other security as shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment reasonably satisfactory to Landlord or filing the bond required by lawany Mortgagee or Lessor. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon creditIf, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event as a result of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New YorkTenant, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, the Initial Alterations, any requirements alterations, installations, improvements, additions or other physical changes are required to be performed or made to any portion of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or the Alterations. Landlord shall other physical changes would not be responsible for any damages otherwise have had to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord or made pursuant to applicable Requirement(s) at such time, Landlord, at Tenant’s 's sole cost and expense, may perform or make such alterations, installations, improvements, additions or other physical changes and take such actions as Landlord shall deem reasonably necessary and Tenant, within five (5) days after demand therefor by Landlord, shall provide Landlord with such security as Landlord shall reasonably require, in an amount equal to one hundred ten percent (110%) of the cost of such alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord's architect, engineer or contractor. All such fire control devices Alteration(s) requiring the consent of Landlord shall be manufactured by a company designated performed only under the supervision of an independent licensed architect approved by Landlord. In the event a local panel is required to , which approval shall not be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordunreasonably withheld.
Appears in 1 contract
Samples: Lease Agreement (NBC Internet Inc)
Alterations. 3.1 Tenant shall may not make any improvement, alteration, addition or perform change to the Premises or permit the making to any mechanical, plumbing or performance of, any alterations, installations, improvements, additions HVAC facilities or other physical changes in or about systems serving the Premises (hereinafter collectively called, the an “AlterationsAlteration”) without Landlord’s prior written consent, provided, however, that Landlord’s which consent shall be requested by Tenant not be required for Alterations consisting only less than 30 days before commencement of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed by Landlord. Notwithstanding the foregoing, provided that Landlord receives 10 business days’ prior notice, Landlord’s prior consent shall not be required for any Alteration that (i) is decorative in nature; (ii) is not visible from outside the Premises; (iii) does not affect any system or structural component of the Building; and (iv) does not require work to be performed inside the walls or above the ceiling of the Premises (a “Cosmetic Alteration”). For any Alteration, (a) Tenant, before commencing work, shall deliver to Landlord, and obtain Landlord’s approval of, which approval shall not be unreasonably, withheld, conditioned, or delayed, provided within fifteen plans and specifications (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting for Cosmetic Alterations, Tenant may satisfy this requirement by delivery of a reasonably detailed description of the Cosmetic Alteration); (b) Landlord’s approval , in its reasonable discretion, may require Tenant to obtain security for performance satisfactory to Landlord; (c) Tenant shall contain a legend stating deliver to Landlord “as built” drawings (in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN CAD format, if reasonably requested by Landlord) (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change other than in the contractors or subcontractorscase of Cosmetic Alterations, in which case no such drawing shall be required), completion affidavits (other than in the case of Cosmetic Alterations, in which case no such affidavits shall be required), full and final lien waivers, and all governmental approvals; and (d) Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that pay Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with Landlord’s reasonable out- of-pocket expenses incurred in reviewing the compartmentalization requirements of Local Law 5work, and (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements a coordination fee equal to 3% of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use cost of the Premises or the Alterations. Landlord work; provided, however, that this clause (d) sentence shall not be responsible for apply to any damages Tenant Improvements constructed pursuant to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modificationsExhibit B, if any, any or to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordany Cosmetic Alterations.
Appears in 1 contract
Samples: Sublease (NeurogesX Inc)
Alterations. 3.1 (a) Tenant shall not may, at any time and from time to time during the term of this Lease, at its sole cost and expense, make or perform or permit the making or performance ofalterations, any alterationsadditions, installations, improvementssubstitutions, additions or other physical changes in or about the Premises improvements and decorations (hereinafter collectively calledcalled "changes" and, as applied to changes provided for in this Paragraph, "Tenant's Changes") in and to the “Alterations”Premises, excluding structural changes, on the following conditions, and provided such changes will not result in a violation of or require a change in the Certificate of Occupancy or any laws applicable to the Premises:
(1) without Landlord’s prior written consentThe outside appearance, provided, however, that Landlord’s consent character or use of the Building shall not be required for Alterations consisting only affected, and no Tenant's Changes shall weaken or impair the structural strength or, in the opinion of paintingLandlord, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from lessen the exterior value of the Building or create the potential for unusual expenses to be incurred upon the removal of Tenant's Changes and provided Tenant shall notify Landlord in writing the restoration of the nature of such Decorative Alteration and Premises upon the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions termination of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Lease.
(2) No part of the Building systems or space outside of the Premises shall be physically affected.
(“Non-Structural Alterations”)3) The proper functioning of any of the mechanical, Landlord’s consent electrical, sanitary and other service systems or installations of the Building ("Service Facilities") shall not be unreasonably withheldadversely affected and there shall be no construction which might interfere with Landlord's free access to the Service Facilities or interfere with the moving of Landlord's equipment to or from the enclosures containing the Service Facilities.
3.2 (4) In performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Paragraph.
(5) All Alterations work shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably may designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon meet or exceed the standards for materials and construction procedures set forth in Exhibit "C" to this Lease.
(6) Tenant shall not be surrendered with permitted to install and make part of the Premises as a part thereof at any materials, fixtures or articles which are subject to liens, conditional sales contracts or chattel mortgages.
(7) At the end date upon which the term of this Lease shall end, or upon the Term date of any earlier termination of this Lease, except that Landlord Tenant shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and on Landlord's written request restore the Premises to its original conditiontheir condition prior to the making of any changes permitted by this Paragraph, ordinary reasonable wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior (b) Before proceeding with any change (exclusive of changes to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of items constituting Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration's personal property), Tenant shall submit to Landlord plans and specifications for its approval (which shall not the work to be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractorsdone, which shall not require Landlord's written approval. Landlord shall then prepare or cause to be unreasonably withheldprepared, conditioned at Tenant's expense, mechanical, electrical and plumbing drawings and may confer with consultants in connection with the preparation of such drawings and also submit to such consultant(s) any of the plans prepared by Tenant. If Landlord or delayed, provided within fifteen (15such consultant(s) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement disapprove of any Alteration, there is a change in of the contractors or subcontractorsTenant's plans, Tenant shall submit be advised of the reason for such disapproval. In any event, Tenant agrees to pay to Landlord, as additional rent the cost of such consultation and review immediately upon receipt of invoices either from Landlord or such consultant(s).
(c) If the proposed change requires approval by or notice to the lessor of a new superior lease or supplemental list the holder of a mortgage, no change shall proceed until such approval has been received, or such notice has been given, as the case may be, and all applicable conditions and provisions of said superior lease or mortgage with respect to the foregoing provisions proposed change or alteration have been met or complied with at Tenant's expense; and Landlord, if it approves the change, will request such approval or give such notice, as the case may be. Any change for which approval has been received shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed strictly in accordance with the Rules approved plans and Regulations specifications, and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord.
(hereinafter defined); all materials d) After Landlord's written approval has been sent to Tenant and equipment the approval by or notice to the lessor of a superior lease or the holder of a superior mortgage has been received or given, as the case may be, Tenant shall enter into an agreement for the performance of the work to be incorporated done pursuant to this Paragraph with Landlord or, at Landlord's option, Tenant may choose from an approved list to be submitted by Landlord on request by Tenant, so long as Landlord's contractor performs that portion of the work which affects the mechanical, plumbing, electrical or fire protection systems of the Building. In any event, Tenant agrees to pay to Landlord (on account for the contractor, if other than Landlord), as additional rent 50% of the estimated cost of such construction immediately upon approval of such work by Landlord and shall pay, as additional rent, the balance of the actual cost of such construction immediately upon receipt from Landlord of invoices from time to time during the course of such construction. At Landlord's option, such payments shall be made directly to the contractor performing such work. All costs and expenses incurred in Tenant's Changes shall be paid by Tenant within seven (7) days after each billing by Landlord or any such contractor or contractors. If Landlord approves the construction of specific interior improvements in the Premises as by other contractors chosen by Tenant from a result list prepared by Landlord at Tenant's request, then Tenant's contractors shall obtain on behalf of Tenant and at Tenant's sole cost and expense, (i) all Alterations necessary governmental permits and certificates for the commencement and prosecution of Tenant's Changes and for final approval thereof upon completion, and (ii) a completion and lien indemnity bond, or other surety bond, in form and substance and issued by a surety satisfactory to Landlord, for the Tenant's Changes. In the event Tenant shall request any changes in the work to be new and first quality; no performed after the submission of the plans referred to in this Paragraph 14, such materials or equipment additional changes shall be subject to the same approvals and notices as the changes initially submitted by Tenant.
(e) All Tenant's Changes and the performance thereof shall at all times comply with (i) all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental authorities, agencies, offices, departments, bureaus and boards having jurisdiction thereof, (ii) all rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau, or of any liensimilar insurance body or bodies, encumbranceand (iii) all rules and regulations of Landlord, chattel mortgage and Tenant shall cause Tenant's Changes to be performed in compliance therewith and in a good and first class workmanlike manner, using materials and equipment at least equal in quality and class to the original installations of the Building. Tenant's Changes shall be performed in such manner as not to interfere with the occupancy of any other tenant in the Building nor delay, or title retention impose any additional expenses upon Landlord in the construction, maintenance or security agreementoperation of the Building, and shall be performed by contractors or mechanics approved by Landlord and submitted to Tenant pursuant to this Paragraph, who shall coordinate their work in cooperation with any other work being performed with respect to the Building. Any Throughout the performance of Tenant's Changes, Tenant, at its expense, shall carry, or cause to be carried, workmen's compensation insurance in statutory limits, and general liability insurance for any occurrence in or about the Building, of which Landlord and its managing agent shall be named as parties insured, in such limits as Landlord may reasonably prescribe, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or before the commencement of Tenant's Changes and, on request, at reasonable intervals thereafter during the continuance of Tenant's Changes.
(f) Tenant further covenants and agrees that any mechanic’s 's lien filed against the Premises, Premises or against the Real Property, Building for work claimed to have been done for, or materials claimed to have been furnished toto Tenant, Tenant shall will be discharged by Tenant Tenant, by bond or otherwise, within ten (10) business days thereafterafter the filing thereof, at the cost and expense of Tenant’s expense. All alterations, decorations, additions or improvements upon the Premises, made by payment either party, including (without limiting the generality of the foregoing) all wall-covering, built-in-cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the Lease term, except that Landlord may by written notice to Tenant, given at least thirty (30) days prior to the end of the Lease term, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair any damage to the Premises arising from such removal or, at Landlord's option, shall pay, as additional rent, to the Landlord all of Landlord's costs of such removal and repair.
(g) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or filing installed by Tenant at its expense in the bond required Premises shall be and remain the property of Tenant and may be removed by lawTenant at any time during the Lease Term provided Tenant is not in default hereunder, and provided further that Tenant shall repair any damage caused by such removal. Notice is hereby given If Tenant shall fail to remove all of its effects from said Premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall not be liable for any labor or materials furnished or to be furnished choose, and store said effects without liability to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premisesloss thereof, and Tenant agrees to so notify pay Landlord, as additional rent, upon demand any contractor performing work and all expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects for any length of time that the Premises. same shall be in Landlord's possession, or Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale to any amounts due under this Lease from Tenant shall not, to Landlord and to the expense incident to the removal and sale of said effects.
(h) Landlord reserves the right at any time prior and from time to time without the same constituting an actual or during constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant's obligations under this Lease, to make such changes, alterations, additions, improvements, repairs or replacements in or to the TermSite and/or the Building (including the Premises if required so to do by any law or regulation) and the fixtures and equipment thereof, directly as well as in or indirectly employto the street entrances, halls, passages and stairways thereof, and to change the name by which the Building is commonly known, as Landlord may deem necessary or permit the employment ofdesirable. Nothing contained in this Paragraph 14 shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant with respect to making any contractorrepair, mechanic replacement or laborer in the Premises, whether in connection improvement or complying with any Alteration law, order or otherwiserequirement of any government or other authority and nothing contained in this Paragraph 14 shall be deemed or construed to impose upon Landlord any obligation, ifresponsibility or liability whatsoever, in Landlord’s sole discretionfor the care, such employment will interfere supervision or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation repair of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelypart thereof other than as otherwise provided in this Lease.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Office Lease (Trylon Corp)
Alterations. 3.1 (a) Tenant shall not make or perform or permit the making or performance of, cause to be made any alterations, installationsadditions or improvements to the Premises (for example, improvementsbut without limiting the generality of the foregoing, Tenant shall not install or cause to be installed any signs, floor covering, interior or exterior lighting, plumbing fixtures, shades, canopies or awnings, electronic detection devices, antennas, mechanical, electrical or sprinkler systems, or make any changes to the storefront) without the prior written approval of Landlord in each instance. Notwithstanding the foregoing, Landlord shall permit Tenant to make interior, non-structural alterations in and to the Premises; provided that the cost thereof does not exceed Twenty-Five Thousand Dollars ($25,000.00) in any Lease Year. For purposes of this Section 10.03, the ceiling, flooring, electrical, plumbing and HVAC systems and the storefront shall be deemed structural.
(b) All alterations, decorations, additions and improvements made by Tenant shall be deemed to have attached to the leasehold and to have become the property of Landlord upon such attachment. Upon expiration of this Lease, Tenant shall not remove any of such alterations, decorations, additions or other physical changes improvements. Trade fixtures installed by Tenant may be removed if all rents due herein are paid in or about full and Tenant is not otherwise in default hereunder, provided that Tenant repairs any damage to the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, providedcaused by such removal. Landlord may, however, that Landlord’s consent shall not be required for Alterations consisting only of paintingdesignate by written notice, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least delivered no later than thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason after the expiration or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term termination of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”Tenant those alterations, decorations, additions, improvements, or trade fixtures which shall be removed by Tenant at the end expiration or termination of the Term andLease, in the event of service of such notice, and Tenant will, at Tenant’s own cost and expense, shall promptly remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentremoval.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Impossible Kicks Holding Company, Inc.)
Alterations. 3.1 Tenant shall will not make remove or perform demolish any improvement or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about building which is part of the Premises (hereinafter collectively calledor any portion thereof or allow it to be removed or demolished, without the “Alterations”) without Landlord’s prior written consentconsent of Landlord, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for at Landlords's sole discretion. Notwithstanding the foregoing, Landlord agrees that Tenant shall be permitted to make any reason changes or for no reasonalterations in or to the Premises without the requirement of obtaining Landlord's consent therefor, providedprovided that such Alterations do not constitute a "Major Alteration". A "Major Alteration" shall mean an alteration to the Improvements which is estimated to cost more than $100,000 and involves: (a) alteration, howeverremoval, that with respect cutting, or adding to any structural component of the building (including, without limitation, walls, exterior windows, roofs, or floor slabs or any building system), (b) an alteration to non-structural residential areas which has a sign)ficant adverse effect on services which are provided to residents, or (c) changing any category within the unit mix by more than twenty percent (20%). Tenant agrees not to make any Major Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of to the Premises (“Non-Structural Alterations”)without first obtaining the Landlord's written consent thereto, Landlord’s which consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in , and subject to Tenant's compliance with all applicable lawsof the remaining qualifications set forth in this Section 6.2. It shall be deemed reasonable for Landlord to withhold its consent to a Major Alteration for the following reasons, regulations among others: such Major Alteration would (i) materially and codesadversely affect the character, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designatevalue, All Alterations made and installed by Tenant, usefulness or at Tenant’s expense, upon rentability of the building or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building any part thereof or any of the facilities, equipment or improvements therein, (ii) weaken or impair (temporarily or permanently) the structure of the building, (iii) materially lessen the usable area of the building, or (iv) not be consistent with the use permitted hereunder by any future occupant. Landlord shall become and be the property respond to Tenant's request for approval within thirty (30) days of Landlord's receipt of complete plans and specifications. Landlord's failure to respond within the applicable time period set forth in the preceding sentence shall be deemed to be approval of the proposed Major Alterations. If Landlord disapproves any proposed Major Alterations, Landlord shall set forth in writing the reasons for such disapproval with reasonable specificity. If Tenant fails to obtain Landlord's prior wriKen consent for any Major Alteration, and shall remain upon and such consent is required under: this Lease or Tenant fails to notify Landlord in writing of any Alteration, then such alteration must be surrendered with the Premises as a part thereof removed/restored at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent Lease Term. With respect to any Alteration alteration for which Tenant requests Landlord's consent (as required hereunder) or of which Landlord is otherwise not)fied, said alteration shall not be required to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed removed/restored by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove term unless Landlord reasonably specifies the same for removal in accordance with such request, and restore the Premises a notice delivered to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration either within ten (10) business days of after receipt of an invoiceTenant's notice of the alteration, or (ii) within the applicable 30-day period during which Landlord shall respond to Tenant's request for approval of plans and specifications. Before commencing Without limitation, Landlord shall be deemed reasonable in requiring removal/restoration for any of the reasons listed as (i) through (iv) above. All alterations, including any Major Alteration consented to by Landlord, shall be in quality and class at least equal to the original work on and shall meet all building and fire codes, and all other applicable codes, rules, regulations, laws and ordinances. Tenant also agrees to maintain builder's risk insurance and shall cause its contractors to carry the types of insurance as a prudent owner or tenant would require. Landlord shall have the right to approve the plans and specifications for any Major Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list . Regardless of whether the Landlord's consent is required hereunder, Tenant agrees to notify Landlord in writing of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, alteration prior to or after the commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Alterations. 3.1 Notwithstanding any provision in this Lease to the contrary, Tenant shall not make or perform or permit the making or performance of, cause to be made any alterations, installationsadditions, improvementsimprovements or replacements to the Tenant Space or any other portion of the Building or Property (collectively, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s the prior written consentconsent and approval of Landlord, which consent and approval may not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord’s consent shall not be required for Alterations consisting only any usual and customary installations, repairs, maintenance, and removals of paintingequipment and telecommunication cables within the Tenant Space if and to the extent that such installations, installing repairs, maintenance, and removals (i) are usual and customary within the industry, and (ii) will not materially adversely affect the Building’s structure or removing wall covering the Building Systems, or carpeting and which are solely (iii) that will not have the result of changing the use of the Tenant Space from that of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3functioning data center. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”)For example, Landlord’s consent shall would not be unreasonably withheld.
3.2 All Alterations required for the configuration and placement of overhead ladder racks that are usual and customary in datacenters even if attached to the ceiling. For purposes hereof, “Institutional Owner Practices” shall be done mean practices that are consistent with the practices of the majority of the institutional owners of institutional grade, first-class datacenter or telecommunications projects in compliance with all applicable lawsthe United States of America. Landlord and Tenant acknowledge and agree that Tenant may elect, regulations and codes, at in Tenant’s sole cost and expense and at such times and in such manner absolute discretion, to either (a) leave all Alterations as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term Tenant Space upon the expiration or earlier termination of this Lease, except that Landlord shall have the right Lease in good and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original operable condition, ordinary wear and tear tear, and casualty excepted; provided however that, Tenant shall not damage due to Casualty and Taking (other than damages for which restoration would be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance be consistent with the terms Casualty Restoration Standard – Tenant under Article 8 hereof), excepted, or (b) remove (and/or restore, as applicable) any Alteration at any time prior to the expiration or earlier termination of this Lease. All furniture, furnishings provided that such Alteration is completely removed and movable fixtures and partitions installed by Tenant and all Alterations in and the portion of the Building from which the Alteration is removed is fully restored back to substantially the same condition it was prior to the Premises installation of same, ordinary wear and tear, and damage due to Casualty and Taking (other than damages for which may restoration would be made by required to be consistent with the Casualty Restoration Standard – Tenant at under Article 8 hereof), excepted. Additionally, Landlord and Tenant agree that Landlord shall provide its own cost consent (or objections) with regard to Tenant’s requests for Alterations consent within ten (10) business days after Landlord’s receipt of such request. In the event that Landlord has failed to provide its consent (or objections) within the prescribed ten (10) business day period, Landlord will be deemed to have consented with regard to such request for Alterations consent; provided that (i) such request for Alterations consent contains the phrase “DATED MATERIAL ENCLOSED. RESPONSE IS REQUIRED WITHIN TEN BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF”, in all capital letters (no smaller than sixteen (16) point font) in a conspicuous location inside the package in which such request for Alterations consent is provided to Landlord; (ii) such request for Alterations consent contains three (3) full sets of drawings (two full size hard copies, and expense one full set of drawings on CD); and (iii) in the event that Landlord has not responded within the applicable notice period, Tenant agrees to provide Landlord one (1) additional written notice and one (1) additional business day in which to respond, prior to and during such deemed approval taking effect. The foregoing notwithstanding, if the Alterations consent request is received by Landlord after month 12 of the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided Landlord engages a third party engineer to review Tenant’s request for Alterations consent (and Landlord shall notify Tenant within five (5) business days of receiving Tenant’s request for Alterations whether such outside engineering review will be commissioned), Landlord shall provide its consent (or objections) with regard to Tenant’s requests for Alterations consent within fifteen (15) business days after Landlord’s receipt of such request. In any instance where Tenant desires to conduct Alterations prior to the Commencement Date (and Landlord allows Tenant to do so), Tenant’s requestcontractors, such written approval shall be deemed givenlaborers, provided, however, that materialmen and others furnishing labor or materials for Tenant’s notice requesting job must work in harmony and not interfere with any labor utilized by Landlord, Landlord’s approval contractors or mechanics; and the first page of if at any time such entry by one (1) or more persons furnishing labor or materials for Tenant’s plans work shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallcause disharmony or interference for any reason whatsoever without regard to fault, at its expense, obtain all permits, approvals and certificates required the consent granted by any governmental Landlord to Tenant and/or the express or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all implied permission for such persons to enter the Tenant Space may be employed by withdrawn at any time upon written notice to Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis). Additionally, all in such formcontractors, with laborers, materialmen and others must obtain (and provide Landlord evidence of) such companies, for such periods and in such amounts insurance as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees prior to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewithentry. Tenant shall not commence have the right to select the contractor for the performance of any Alteration until Landlord has approved of TenantAlterations, subject to Landlord’s proposed contractors or subcontractorsapproval, which approval shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting . Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or (including subcontractors, ) for any Alterations shall also be contingent upon Landlord receiving proof that (a) all contractors (including subcontractors) have Workers’ Compensation Insurance as required by Washington law and carry adequate liability insurance on substantially the same terms as required of Tenant shall submit a new or supplemental list under Sections 9.1 below. With respect to any Alterations that are requested by Tenant and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections tofor which approval is required, and disconnections fromprovided, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (provide “Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasias-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit built” plans to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding within thirty (30) days following the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordcompletion thereof.
Appears in 1 contract
Samples: Lease Agreement (Equinix Inc)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical no changes in or about to the Demised Premises (hereinafter collectively called, which are of a structural nature or which affect the “Alterations”) exterior of the Building without Landlord’s prior written consent, providedwhich consent may be granted or withheld in its sole discretion. Notwithstanding anything contained herein to the contrary (but subject to the requirements set forth in Paragraph 3 of the printed form portion of this lease), howeverTenant may, that upon prior written notice to, but without requiring the consent of, Landlord’s consent shall not be required for Alterations consisting only , perform non-structural and interior Alteration(s) (as hereinafter defined). Further supplementing Paragraph 3 of paintingthe printed form portion of this lease, installing or removing wall covering or carpeting with respect to any and which are solely of a cosmetic or decorative nature all alterations, installations, additions and improvements (each, an “Decorative Alteration” and collectively, “Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify permitted by Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions performed by or on behalf of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or Tenant in the Demised Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, those non-structural, interior Alterations which do not require Landlord’s prior consent), Tenant will deliver to Landlord certificates evidencing Worker’s Compensation Insurance and Contractor’s General Liability Insurance in the amount reasonably satisfactory to Landlord (but in no event less than the amounts set forth in paragraph 59 herein) prior to the commencement of such work. Any and all Alterations and any requirements and all structures or fixtures, except those fixtures described on Exhibit “B” annexed hereto and made a part hereof and/or movable trade fixtures not attached to the realty, installed by or on behalf of Tenant shall be deemed attached to the freehold and automatically become the property of Landlord upon installation, unless Landlord shall elect, in writing, otherwise (such written notice to be delivered to Tenant with Landlord’s consent of the New York Board of Fire UnderwritersAlteration(s), if consent is required, or within fifteen (15) as a result of. days after Tenant’s manner of use written notice to Landlord of the Alteration(s), if no consent is required). If Landlord elects to have Tenant remove same at the expiration of the term of this lease, Tenant shall, prior to the expiration or sooner termination of the term of this lease, perform such removal and repair, at its own cost and expense, any damage to the Demised Premises caused by said removal. In no event shall Tenant be required to remove any structures or fixtures installed as part of the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devicesInitial Interior Work. Notwithstanding the foregoingforegoing removal requirements, Landlord will determine what modificationsmay, if anyat its option, in lieu of requiring Tenant to perform such removal and restoration, invoice Tenant for the good faith estimated cost for performing such work and Tenant shall pay such invoice, as additional rent, within thirty (30) days of such invoice. With respect to any mechanic’s lien for which Tenant is responsible for removing or bonding hereunder, Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in connection therewith (including, without limitation, reasonable attorneys fees and disbursements of Landlord and any sums payable to Landlord’s lender in connection therewith). Supplementing Paragraph 30 of the printed form portion of this lease, in the event Tenant makes any installations, changes, modifications or alterations to the sprinkler systems and/or sprinkler equipment serving the Demised Premises, same shall be subject to Landlord’s supervisory fee of 5% of the cost thereof which shall be payable, as additional rent, to the base building fire alarm system will be required as a result of TenantLandlord (or, at Landlord’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenantrequest, to Landlord’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordconstruction affiliate).
Appears in 1 contract
Samples: Assignment and Assumption of Lease Agreement (Standard Microsystems Corp)
Alterations. 3.1 Tenant shall 3.23.1 Not to make any addition or alteration to the Premises nor to erect any new building or structure thereon save and except such works as are permitted by the following provisions of this sub-clause
3.23.2 Not to carry out any works so as to connect or link the Premises to or with any other parts of the Building or any Adjoining Property nor to cut maim injure or in any way alter the Structural Parts
3.23.3 Not to erect or place on the Premises any temporary or moveable buildings or structure without the written consent of the Landlord (which may be given or withheld at the Landlord’s discretion)
3.23.4 Subject always to the provisions of the immediately preceding two sub-clauses not to make any internal non-structural alterations or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about to the Premises (hereinafter collectively called, meaning internal works not affecting the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior load bearing structure of the Building Building) or any alterations to Conduits therein without the written consent of the Landlord such consent not to be unreasonably withheld or delayed subject to the Tenant:-
3.23.4.1 obtaining and provided complying with all necessary consents of any competent authority and paying all charges of any such authority in respect of such consents
3.23.4.2 making a written application supported (if the Landlord reasonably so requires) by drawings and where appropriate a specification in duplicate prepared by an architect (or member of some other appropriate profession) (who shall supervise the work throughout to completion)
3.23.4.3 paying the proper fees of the Landlord and its professional advisers and
3.23.4.4 entering into such covenants as the Landlord may reasonably require as to the execution and reinstatement of the alterations
3.23.5 Notwithstanding the provisions of sub-clauses 3.23.3 and 3.23.4 above the Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors be permitted to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason erect move or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or remove demountable partitioning in the Premises which are without the consent of a permanent nature and which cannot be removed without damage the Landlord subject to the Premises or Building shall become Tenant removing such partitioning and be the property of Landlord, and shall remain upon and be surrendered with reinstating the Premises as a part thereof at the end expiration or sooner determination of the Term of this Lease, except that Landlord shall Term
3.23.6 To complete any works or alterations which have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with been approved under the terms of this Lease. All furniture, furnishings clause in a good and movable fixtures and partitions installed by Tenant and all Alterations in and workmanlike manner to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end satisfaction of the Term Landlord or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair its surveyor and in all cases to make good any damage to the Premises or the Building to any adjoining premises caused by such removal works or alterations and to Landlord’s reasonable satisfaction. For indemnify the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain against all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence
3.23.7 Not at any Alteration until Landlord has approved of Tenant’s proposed contractors time during the Term to make any alteration or subcontractors, which shall not be unreasonably withheld, conditioned addition to the electrical installation or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change other services in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed Premises save in accordance with the Rules terms and Regulations (hereinafter defined); all materials conditions laid down by the Institution of the Electrical Engineers and equipment to be incorporated in the Premises as a result regulations of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s Electricity Supply Authority or other lien for any such labor competent statutory authority or materials shall attach undertaker (as the case may be)
3.23.8 At the expiration or sooner determination of the Term if so requested by the Landlord to or affect the reversion or other estate or interest of Landlord in remove reinstate and make good to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation satisfaction of the Building by Landlord, Tenant Landlord or others. In the event of any its surveyor all such interference additions alterations and works as aforesaid or conflict such part or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices parts thereof as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.removed reinstated or made good
Appears in 1 contract
Samples: Lease Agreement (Cambridge Display Technology, Inc.)
Alterations. 3.1 Tenant (a) Lessee may, without the consent of Lessor, at Lessee's sole cost and expense, make Alterations to the Properties, so long as, subject to Section 9.2(d), such Alterations do not materially reduce the fair market value thereof below the Lease Balance. Subject to the terms of the foregoing proviso, Lessee shall have the right to change and/or seek variances, exceptions and other exemptions in respect of the Applicable Laws (including building and/or zoning laws, regulations and agreements) relating to the Properties or any portion thereof.
(b) Lessee shall make all Alterations to each Property required so as to cause the same to comply with Applicable Laws, and the limitations on Lessee's right to make Alterations contained in Section 9.1(a) and Section 9.1(d) shall not be applicable to such Alterations, regardless of their effect on the fair market value thereof.
(c) Lessee shall cause any Alterations to be done and completed in a good and workmanlike manner, free from faults and defects, and in compliance with all Applicable Laws. Lessee shall be responsible for the acts and omissions of all of its employees and all other Persons performing any of the Alterations.
(d) Upon Lessee's request (such request, a "Notice of Alteration"), Lessor shall notify Lessee whether, in Lessor's judgment, an Alteration proposed by Lessee would materially reduce below the Lease Balance the fair market value of the Properties. Each Notice of Alteration shall be accompanied with reasonably detailed plans and specifications. If Lessor in good faith determines that such Alterations will materially reduce below the Lease Balance the fair market value of the Properties, Lessor shall give notice of its objection (a "Notice of Objection") within fifteen (15) Business Days after Lessor's receipt of a Notice of Alterations. If Lessor and Lessee cannot agree whether or not such Alterations would materially reduce below the Lease Balance the fair market value of the Properties within fifteen (15) Business Days after Lessee's receipt of a Notice of Objection, an Appraiser reasonably acceptable to Lessor and Lessee shall resolve the dispute by appraising the Properties both with and without such Alterations. Lessee shall pay any and all reasonable out-of-pocket costs, including reasonable attorneys' fees (collectively "Arbitration Costs") incurred by Lessor or Lessee in connection with any such dispute between the parties. If Lessor shall prevail in any such dispute (and even prior to the resolution of such dispute), Lessee nevertheless may proceed to make such Alterations, provided that, in so proceeding, if Lessor shall have prevailed in such dispute (or perform if ultimately Lessor prevails in such dispute), Lessee shall be deemed to have covenanted hereunder, at Lessee's own cost and expense, (x) to remove such Alteration by not later than the Lease Term Expiration Date or permit earlier termination of this Lease, (y) to repair any material damage to the making Properties caused by such removal and (z) to restore in all material respects the affected portion of the Properties to substantially the same condition as existed prior to such Alterations being made. If Lessor shall fail to provide a Notice of Objection within such fifteen (15) Business Day-period, or performance ofif such dispute is resolved in Lessee's favor, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent Lessee shall not be required for Alterations consisting only of painting, installing to restore the Properties as provided in the preceding sentence and Lessee shall have no obligation to remove such Alteration or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of restore the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of under this LeaseSection 9.2(d), except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration notwithstanding Section 9.1(b) or 10.1(e).
(but not Decorative Alterations and Non-Structural Alterationse) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in In accordance with such request, and restore the Premises subject to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end Section 6.15 of the Term or any renewal thereofParticipation Agreement, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s Lessee's request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New YorkLessor may, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall includeprovided therein, without limitation, (i) compliance provide Lessee with funds to pay the compartmentalization requirements costs of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 (a) Tenant shall not make or perform or permit the making or performance of, suffer to be made any additional alterations, installations, improvements, additions or other physical changes in or about the Premises improvements (hereinafter collectively called, the “Alterations”) in, on or to the Premises or any part thereof without the prior written consent of Landlord. Failure of Landlord to give its approval within fifteen (15) calendar days after receipt of Tenant’s written request for approval shall constitute disapproval by Landlord. Any Alterations in, on or to the Premises, except for Tenant’s trade fixtures and movable furniture and equipment, shall be the property of Tenant during the Term and shall become Landlord’s prior written consent, provided, however, that Landlord’s consent property at the end of the Term without compensation to Tenant. Landlord shall not be required for unreasonably withhold or delay its consent to Alterations consisting only that (i) do not materially affect the structure of paintingthe Building or its electrical, installing plumbing, HVAC, security or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature other systems, (“Decorative Alterations”ii) so long as such Decorative Alterations are not visible from the exterior of the Building Premises and provided Tenant shall notify Landlord in writing do not otherwise affect the exterior appearance of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty Building, (30iii) days prior to commencement and perform such Decorative Alteration in accordance are consistent with all other provisions of this Article 3. LandlordTenant’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which Permitted Use hereunder; (iv) do not require electricalany application to a political jurisdiction for rezoning, plumbing general plan amendment, variance, conditional use permit or HVAC work architectural review approval, (v) will not interfere with the use and which occupancy of any other portion of the Project by Landlord or by any other tenants or occupants or their invitees, or by any other party with the right to use any portion of the Project, (vi) comply with any ground lease, CC&Rs (including without limitation the CC&Rs described in EXHIBIT C) and Mortgages, and (vii) do not adversely affect any other Building systems the value or space outside marketability of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheldreversionary interest upon termination or expiration of this Lease.
3.2 All (b) If Landlord consents to the making of any Alterations by Tenant, the same shall be done in compliance with all applicable laws, regulations and codesmade by Tenant, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature accordance with plans and which cannot be removed without damage specifications submitted by Tenant to the Premises or Building shall become Landlord concurrently with its request pursuant to Paragraph 6(a) and be the property of reasonably approved by Landlord, and shall remain upon and any contractor or person selected by Tenant to make the same must first be surrendered with reasonably approved in writing by Landlord. With respect to any Alterations that affect the Premises as a part thereof at the end structure of the Term of this LeaseBuilding, except that Landlord shall have the right and privilege at the time Landlord grants its consent to Building Systems, or any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end portion of the Term and, in Project outside the event of service of such notice, Tenant willPremises, at TenantLandlord’s own cost and expense, remove option the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant Alterations shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the TermLandlord, or any renewal thereofby a contractor specified by Landlord, shall remain the property of Tenant for Tenant’s account and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for the cost thereof (including a reasonable charge for Landlord’s overhead) as an Additional Charge, within twenty (20) days after receipt of a statement from Landlord therefor
(c) Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket third-party expenses (incurred by Landlord in the review of any Alterations made by Tenant, including expenses of fees charged by Landlord’s agent) incurred in connection with contractors or consultants to review plans and specifications, and such obligation shall be an Additional Charge. Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing consent to any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which Alterations shall not be unreasonably withheld obligate Landlord to repair, maintain, insure or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use otherwise assume any responsibility or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line liability with respect to any such employmentAlteration. In addition, notwithstanding Landlord’s review, Tenant and not Landlord shall be responsible for compliance of the Alterations, and Tenant does notplans and specifications therefor, within 24 hours with all applicable Laws, and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control omissions or detection devices nor shall Landlord have any responsibility for errors therein.
(d) Upon the maintenance expiration or replacement thereof. sooner termination of the Term, Tenant shall submit to Landlord for upon demand by Landlord, at Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord election either (i) at Tenant’s sole cost and expense. All such fire control devices shall be manufactured , forthwith and with all due diligence remove any Alterations made by a company or for the account of Tenant, designated by Landlord. In the event a local panel is required Landlord to be installed in removed (provided, however, that upon the written request of Tenant prior to installation of such Alterations, Landlord shall advise Tenant at that time whether or not such Alterations must be removed upon the expiration or sooner termination of this Lease), and restore the Premises in accordance with to substantially its original condition as of the foregoing provisionsCommencement Date, such local panel shall be a type designated by Landlordsubject to normal wear and tear and the rights and obligations of Tenant concerning casualty damage pursuant to Paragraph 20 or (ii) pay Landlord the reasonable estimated cost thereof.
Appears in 1 contract
Samples: Sublease (Aruba Networks, Inc.)
Alterations. 3.1 (a) Tenant shall not make any Alterations which would (after the completion thereof) impair the structural integrity of the Leased Premises or perform or permit violate the making or performance ofterms of the Prime Lease, any alterationsif any, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, providedwhich consent Landlord agrees not to unreasonably withhold, howevercondition or delay. Tenant may make any other Alterations without the prior written consent of the Landlord provided such Alterations comply with all of the provisions of Paragraph 12(b).
(b) In the event that Landlord gives its prior written consent to any Alterations, or if such consent is not required, Tenant agrees that Landlord’s consent in connection with any Alteration: (i) the fair market value of the Leased Premises shall not be required for Alterations consisting only lessened in any material respect after the completion of paintingany such Alteration, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature its structural integrity impaired; (“Decorative Alterations”ii) so long as all such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all applicable lawsLegal Requirements; (iii) all work done in connection with any such Alteration shall comply with all Insurance Requirements; (iv) Tenant shall promptly pay all costs and expenses of any such Alteration, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage shall (subject to the provisions of Paragraph 19 hereof) discharge all liens filed against the Leased Premises or Building arising out of the same; (v) Tenant shall become procure and pay for all permits and licenses required in connection with any such Alteration; and (vi) all such Alterations shall be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelythis Lease.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 7.1 Tenant shall will not make or perform or permit the making or performance of, anyone to make any alterations, installations, improvements, additions or other physical changes in or about the Premises improvements (hereinafter collectively called, the referred to as “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing in or removing wall covering or carpeting and which to the Demised Premises that: (a) are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from to the exterior of the Building without Landlord’s approval (which approval shall not be unreasonably withheld), (b) materially alter the Building systems, balance, or structure without Landlord’s approval (which approval shall not be unreasonably withheld), or (c) violate any applicable laws, resolutions or codes or adversely affect the historic tax credits for the Building (“Historic Credit Standards”) (“Alteration Requirements”). Notwithstanding anything contained herein to the contrary, Landlord may at any time provide Tenant with the Historic Credit Standards related to any proposed Alterations and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing comply with the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions regardless of this Article 3. whether Landlord’s consent would otherwise be required for such Alterations.
7.2 Tenant shall not install or use any equipment of any kind or nature whatsoever which will or may necessitate any changes, replacements or additions to Alterations may be withheld for any reason plumbing, heating, air-conditioning, or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside electrical system of the Demised Premises (“Non-Structural Alterations”)without the prior written consent of Landlord, Landlord’s which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no consent shall be necessary for any LEASE AGREEMENT 20 changes, replacements or additions to the electrical system of the Demised Premises beyond Tenant’s electrical panel (e.g. the addition of a wall outlet) so long as such work is performed by an Approved Contractor.
3.2 All 7.3 Upon Landlord’s written request, Tenant agrees to obtain and deliver to Landlord upon completion, written, unconditional waivers of mechanics’ and materialmen’s liens against the Building, the Project and the Land from all contractors and major sub-contractors for all work, labor and services that were performed and materials furnished in connection with Alterations which cost more than $100,000.00. Upon request, Tenant agrees to obtain and deliver to Landlord all lien waivers for work, labor, services and materials performed or furnished in connection with an Alteration which costs less than $100,000.00 if Landlord reasonably believes that there is, or may be, a material adverse effect on title to the Project arising in connection with such Alteration. If any mechanic’s lien is filed against the Demised Premises, the Project, and/or the Land, for work or materials done for, or furnished to, Tenant (other than for work or materials supplied by Landlord), such mechanic’s lien shall be done discharged by Tenant, or Tenant shall provide Landlord security in compliance with all applicable lawsa form and an amount as reasonably requested by Landlord (e.g. bonds or escrowed funds), regulations and codeswithin thirty (30) days of its filing, at Tenant’s sole cost and expense. If Tenant shall fail to discharge (bond over or escrow funds) any such mechanic’s or materialmen’s lien, Landlord may, at its option, discharge the same and treat the cost thereof as Additional Rent hereunder, payable with the monthly installment of Base Annual Rent next becoming due; and such discharge by Landlord shall not be deemed to waive the default of Tenant in not discharging the same. Tenant will indemnify, defend and hold Landlord harmless from and against any and all expenses, including reasonable attorneys’ fees, liens, claims or damages to any person or property which may or might arise by reason of the making by Tenant of any Alterations. Landlord will in turn indemnify and hold Tenant harmless from and against any and all expenses (including reasonable attorneys’ fees), liens, claims or damages to any person or property which may or might arise by reason of the making by Landlord of any Alterations LEASE AGREEMENT 21
7.4 Alterations may be made only at Tenant’s expense in a good and at such times workmanlike manner, and in such manner as only after Tenant has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies of the permits to Landlord. Landlord may from time shall have the right to time reasonably designatehave the making of any Alterations, regardless of whether Landlord’s consent is required, supervised (without cost to Tenant) by its architects, contractors or workmen selected by Landlord. All Alterations made that materially affect the mechanical, electrical, plumbing, heating, air conditioning, or structural systems of the Building which Landlord is obligated to maintain or that affect any historic portion of the Building (“Major Alterations”) shall be done only by Landlord or an Approved Contractor, and installed Tenant shall contract with and pay the Approved Contractor directly unless being performed by Landlord, in which case Tenant shall reimburse Landlord for all of Landlord’s reasonable out‑of‑pocket costs for such work, as Additional Rent, within thirty (30) days after demand (with accompanying reasonably detailed backup documentation). Further, Tenant shall coordinate repairs that may affect the HVAC balance of the Building, or any Alteration which may cause a change in the HVAC balance of the Building, with the Building manager. All work practices and personnel performing work in the Project on behalf of Tenant must not unreasonably interfere with or constrain Landlord’s, or its contractors’ or their subcontractor’s, ability to perform Landlord’s obligations under this Lease; provided however, Landlord agrees to make reasonable accommodations to allow Tenant to use non-union furniture installers and movers for the installation of Tenant’s FF&E prior to the Lease Commencement Date and during the Term. At the request of Landlord, Tenant agrees to schedule such installers and movers at hours reasonably acceptable to Landlord. In all events, the use of such installers and movers shall not increase Landlord’s costs or obligations, result in a delay of the Landlord’s Work, Tenant’s Work, or the Lease Commencement Date, and further their use shall not impact the provision of services required by the Landlord hereunder (i.e., maintenance, repair or janitorial). Tenant shall indemnify, defend, and hold Landlord and its employees harmless from and against all claims of whatever nature directly attributable to Alterations undertaken by Tenant, or at and for any claims arising from Tenant’s expenseuse of non-union contractors.
7.5 If any Alterations are made that violate the Alteration Requirements or Historic Credit Standards, upon or if the same are in violation of law, Landlord may correct or remove the same if Tenant fails to do so (but not before thirty (30) days written notice to Tenant, except in the Premises which are event of a permanent nature an emergency), and which cannot Tenant shall be removed without damage liable for all expenses so incurred by Landlord. All Alterations in or to the Demised Premises or the Building made by Landlord shall immediately become and be the property of Landlord, Landlord and shall remain upon and be surrendered with the Demised Premises as a part thereof at the end of the Term Term; provided however, Tenant shall remove, prior to the expiration of the Term, all movable furniture, furnishings, equipment or other personal property and trade fixtures installed in the Demised Premises, provided Tenant shall repair all damages to the Demised Premises caused or incurred in connection with such removal and all removal and repairs shall be at the expense of Tenant. Upon the expiration or termination of this Lease, except that Landlord the Alterations shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain become the property of Tenant Landlord and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance surrendered with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Demised Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelypart thereof.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Laclede Group Inc)
Alterations. 3.1 Tenant 10.1. Lessee shall not not, without first obtaining Lessor’s written consent, make or perform perform, or permit the making or performance of, any alterations, installations, improvements, additions or and/or other physical changes in in, to or about upon the Building, interior or exterior, or the Premises or any portion thereof (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent), provided, however, that Landlord’s consent minor items of repair, adjustment and decoration not exceeding a cost of $30,000.00 for any one project (soft costs and hard costs together) shall not be required deemed “Alterations” for the purposes of this Lease, but only if such minor items of repair are strictly non-structural in nature.
10.2. Notwithstanding the obtaining of Lessor’s consent to any Alterations, all Alterations consisting only shall be made and performed at Lessee’s sole cost and expense. Further, it is agreed, stipulated and understood (i) that together with Lessee’s request for Lessor’s consent to any Alterations, Lessee shall submit to Lessor detailed plans and specifications and such other information with respect to the proposed Alterations as Lessor shall reasonably request, (ii) that Powers Construction Company shall be provided with reasonable opportunity to bid with respect to carrying out of paintingany Alterations, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”iii) so long as such Decorative that if the Alterations are not visible from the exterior to be carried out by lowers Construction Company, then Lessee shall deliver notice to Lessor of the Building name and provided Tenant shall notify Landlord in writing address of the nature proposed contractor, and if Lessor objects to such contractor carrying out Alterations to the Premises and can show reasonable grounds for such objection then Lessee shall not employ such contractor to carry out the Alterations in question.
10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or Certificates of Insurance evidencing) worker’s compensation insurance covering all persons employed by Lessee in connection with such Alterations, including those to be employed by all contractors and subcontractors and such policies shall be issued by companies, and shall be in form and amounts, reasonably satisfactory to Lessor and shall be maintained by Lessee or by the applicable contractors or subcontractors, as the case may be, until the completion of such Decorative Alteration Alterations. Lessee shall also furnish partial waivers of mechanics liens for all work performed and paid for in connection with such Alterations, and copies of all necessary Permits.
10.4. In the contractors event that any mechanics or other lien or any notice of intention to file a lien is filed against the Premises in connection with any Alterations, Lessee shall promptly cause the same to be performing the same at least thirty discharged of record by payment, bond, order of a court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (3060) days prior to after receiving notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims, and demands (including reasonable counsel fee and disbursements) in connection with the commencement and perform prosecution of the foreclosure of any such Decorative Alteration in accordance mechanics or other lien. If Lessee shall fail to comply with all other provisions the foregoing provisions, Lessor shall have the option (but not the obligation) of this Article 3paying and discharging or bonding any such lien, the cost thereof to be payable by Lessee to Lessor within ten (10) days of receiving a xxxx therefor, as Additional Rent hereunder.
10.5. LandlordNotwithstanding Lessor’s consent to Alterations may be withheld approval of plans and specifications for any reason or for no reasonAlterations, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All all Alterations shall be done made and performed in full compliance with all applicable lawsLaws then in effect and all necessary Permits, regulations and codesall materials and equipment to be incorporated in the Building as a result of any Alterations shall be of a quality consistent with that existing at the date thereof. Lessor shall jointly sign any application made by Lessee for any building permit whether or not the work in question requires Lessor’s consent hereunder.
10.6. Approval by Lessor of any plans, at Tenantspecifications or selection of materials by Lessee in connection with any Alterations shall not constitute an assumption of any responsibility by Lessor of any kind, including (but not limited to) as to their accuracy or sufficiency. Lessee shall be solely responsible for such plans, specifications and the selection of materials. Lessee covenants and agrees to indemnify Lessor and hold Lessor harmless against and from any and all claims, costs, suits, damages and liability whatsoever arising out of or as a result of any Alterations performed by Lessee or by Lessee’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designatecontractors, subcontractors, agents or employees, including reasonable attorneys fees for the defense thereof.
10.7. All Alterations made and installed by Tenantany replacements therefor, whether temporary or at Tenant’s expensepermanent in character, upon or in the Premises which are of a permanent nature and which cannot be removed without damage made by Lessee pursuant to the Premises or Building provisions of this Section 10 (unless the same shall become and constitute Lessee’s Personalty pursuant to the provisions of Section 19.1 below) shall be the property of Landlord, Lessor immediately upon the installation of the same and shall remain upon and be surrendered with the Premises as a part thereof at the end expiration of the Initial Term or, if appropriate, the Renewal Term, without compensation to Lessee. Notwithstanding the foregoing, at the expiration of this Lease, except that Landlord the Initial Tern or Renewal Term (as appropriate) Lessor shall have the right and privilege at the time Landlord grants its consent option to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant willrequire Lessee, at TenantLessee’s own sole cost and expense, remove the same in accordance with such request, and to restore the Premises to its original conditiontheir condition prior to the carrying out of such Alterations, ordinary wear and tear excepted, provided that it is agreed and casualty excepted; provided however that, Tenant understood that this option of Lessor shall not apply to Lessee’s Initial Work or Lessee’s Additional Work, and provided further that Lessor shall only be required permitted to remove any Decorative require such restoration in the event that Lessor made such a requirement an express condition of Lessor’s consent and such Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentsuch consent was granted.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Atmi Inc)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any no alterations, installations, improvementsadditions, additions or other physical changes improvements in or about to the Premises (hereinafter collectively calledor place signs on the Premises which are visible from outside the Premises, the “Alterations”) without Landlord’s prior written consent. All alterations, providedinstallations, howeveradditions or improvements, that Landlord’s consent shall not be required for Alterations consisting only of paintingother than moveable furniture and moveable trade fixtures, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided made by Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of with Landlord’s prior written consent, and shall remain upon and be surrendered with the Premises as a part thereof and become the property of Landlord at the end expiration or termination of this Lease or the termination of Tenant’s right to possession of the Term of this LeasePremises; provided, except however, that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant willmay require Tenant, at Tenant’s own cost and expensecost, to remove any or all alterations, installations, additions or improvements that are made without Landlord’s prior written consent or that Landlord designates, at the same time of giving its consent thereto, to be removed upon the expiration or termination of this Lease or the termination of Tenant’s right to possession of the Premises. All work performed by Tenant with respect to the Premises shall (a) be performed so as not to alter the exterior appearance of the Building, (b) be preformed by a contractor approved in accordance writing by Landlord, (c) be performed so as not to adversely affect the structure or safety of the Building, (d) comply with such requestall building, safety, fire, and restore other codes and governmental and insurance requirements, (e) be performed so as not to result in any usage in excess of Building Standard of water, electricity, gas, HVAC (either during or after such work) unless prior written arrangements reasonably satisfactory to Landlord are made with respect thereto, (f) be completed promptly and in a good and workmanlike manner, and (g) be performed in such a manner that no valid mechanic’s, materialman’s, or other similar liens attached to Tenant’s leasehold estate and in no event shall Tenant permit, or be authorized to permit, any such liens (valid or alleged) or other claims to be asserted against Landlord or Landlord’s rights, estates, and interests with respect to the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however thatProject or this Lease. In all events, Tenant shall not be required entitled to remove perform any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings work unless and movable fixtures until Tenant has obtained and partitions installed by Tenant furnished to Landlord an appropriate xxxxxxx’x compensation policy covering all workmen and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by a general liability policy naming Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall a co-insured with policy limits not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations1,000,000. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoingmay require, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by , a company designated by Landlord. In lien and completion bond in an amount equal to the event a local panel is required to be installed estimated cost of any improvements, additions or alterations in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated which have been approved by Landlord.
Appears in 1 contract
Samples: Lease (Tesco Corp)
Alterations. 3.1 Other than Landlord's Initial Construction, Tenant shall not make or perform perform, or permit the making or performance of, any alterations, installations, decorations, improvements, additions additional or other physical changes in or about the Leased Premises (hereinafter referred to collectively called, the “as "Alterations”) " without Landlord’s 's prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 , conditioned or delayed. Notwithstanding the foregoing provisions of this Section or Landlord's consent to any Alterations, all Alterations shall be made and performed in conformity with and subject to the following provisions: All Alterations shall be done in compliance with all applicable laws, regulations made and codes, performed at Tenant’s 's sole cost and expense and at such times time and in such manner as Landlord may may, from time to time time, reasonably designate; all Alterations shall, All when completed, be of such a character as not to materially reduce the economic value of the Building below its value immediately before such Alterations; no Alterations shall diminish or reduce the structural integrity of the Building; alterations shall be made and installed only by Tenantcontractors or mechanics approved by Landlord, or at Tenant’s expense, upon or in such approval not unreasonably to be withheld; no Alteration shall affect any part of the Premises which are of a permanent nature and which cannot be removed without damage to Building other than the Leased Premises or Building shall become and adversely affect any service required to be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end furnished by Landlord to Tenant or to any other tenant or occupant of the Term Building or reduce the value or utility of this Lease, the Building; no Alteration shall affect the outside appearance of the Building; no Alteration shall affect the color or style of any Venetian blinds (except that Landlord shall have the right Tenant may remove any Venetian blinds provided that they are promptly replaced by Tenant with building standard blinds or blinds substantially identical to building standards); all business machines and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which mechanical equipment shall be removed placed and maintained by Tenant at the end in settings sufficient, in Landlord's reasonable judgment, to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Term and, in the event of service of such notice, Building; Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written 's approval of such plans and specifications; prior to the commencement of each Alteration, which Tenant shall not be unreasonably withheld have procured and if not provided within fifteen (15) business days of Tenant’s requestpaid for, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same exhibited to Landlord, so far as the same may be required from time to time, all permits and (iii) authorizations of all municipal departments and governmental subdivisions and authorities having or claiming jurisdiction; prior to the commencement of each proposed Alteration, Tenant shall furnish to Landlord duplicate original policies of worker’s workmen's compensation (insurance or certificates thereof reasonably satisfactory to Landlord covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general including those to be employed by all contractors and subcontractors, and of comprehensive public liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all ) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming which Landlord and its agents shall be named as additional insureds. In additionparties insured, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred which policies shall be issued by companies, and shall be in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alterationform and amounts, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is reasonably satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of maintained by Tenant until the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration; no Alterations in or to the electrical facilities in or serving the Leased Premises shall exceed the capacity of the existing feeders or wiring installations then serving the Leased Premises; electrical and air conditioning certificates, Tenantand all other permits, at Tenant’s expenseapprovals and certificates required by all governmental authorities shall be timely obtained by Tenant and submitted to Landlord; all Alterations, once commenced, shall obtain certificates of final be made promptly and in a good and workmanlike manner; notwithstanding Landlord's approval of such Alteration required by any governmental or quasi-governmental bodies plans and shall furnish Landlord with copies thereof, together with copies of “as-built” plans specifications for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions all Alterations shall be made and performed in full compliance with all applicable thereto. Notwithstanding anything to the contrary contained hereinlaws, connections orders and regulations (including, but not limited to, the energy conservation provisions of the Massachusetts Building Code) of Federal, State, County and disconnections from, the Building’s fire safety system, the Building’s sprinklerMunicipal authorities and with all directions of all public officers, and with all applicable rules, orders, regulations and requirements of the Building’s condenser New England Fire Insurance Rating Organization or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All any similar body; all Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined)Regulations; all materials and equipment to be installed, incorporated or located in the Leased Premises as a result of all Alterations any Alteration shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against agreement or any kind; Tenant, before commencement of such Alteration, shall furnish to Landlord and its mortgagees a statutory xxxx xxxx and a performance bond or other security reasonably satisfactory to Landlord and such mortgagees in an amount at least equal to the Premises, estimated cost of such Alteration; in the event Landlord or the Real Property, for work claimed its agents employ any independent architect or engineer to have been done for, examine any plans or materials claimed to have been furnished to, Tenant shall be discharged specifications submitted by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that to Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlordproposed Alteration, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect agrees to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit pay to Landlord for Landlord’s approval all design specifications and requirements prepared a sum equal to any reasonable fees incurred by Landlord in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordtherewith.
Appears in 1 contract
Samples: Lease (Biosphere Medical Inc)
Alterations. 3.1 (a) Tenant shall not may, at any time and from time to time during the term of this Lease, at its sole cost and expense, make or perform or permit the making or performance ofalterations, any alterationsadditions, installations, improvementssubstitutions, additions or other physical changes in or about the Premises improvements and decorations (hereinafter collectively called, the called “AlterationsChanges”) without Landlord’s prior written consentin and to the Premises, providedexcluding structural changes, howeveron the following conditions, that Landlord’s consent and providing such Changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Premises:
(i) The outside appearance, character or use of the Building shall not be required affected, and no Changes shall weaken or impair the structural strength or, in the opinion of Landlord, lessen the value of the Building, increase the Operating Costs, or create the potential for Alterations consisting only unusual expenses to be incurred upon the removal of painting, installing or removing wall covering or carpeting Changes and which are solely the restoration of a cosmetic or decorative nature the Premises upon the termination of this Lease.
(“Decorative Alterations”ii) so long as such Decorative Alterations are not visible from the exterior No part of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises shall be physically affected.
(iii) The proper functioning of any of the mechanical, electrical, sanitary and other service systems or installations of the Building (“Non-Structural AlterationsService Facilities”), Landlord’s consent ) shall not be unreasonably withheldadversely affected and there shall be no construction which might interfere with Landlord’s or other tenants’ free access to, or service from, the Service Facilities or interfere with the moving of Landlord’s or its tenants’ equipment to or from the enclosures containing the Service Facilities.
3.2 All Alterations (iv) In performing the work involved in making such Changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Paragraph.
(v) All work will be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably may designate.
(vi) Tenant shall not be permitted to install and make part of the Premises any materials, All Alterations made and installed by Tenantfixtures or articles which are subject to liens, conditional sales contracts or chattel mortgages.
(vii) At the date upon which the term of this Lease shall end, or the date of any earlier termination of this Lease, Tenant shall remove all Changes from the Premises, unless Landlord shall otherwise authorize or permit in writing at any time, and Tenant shall restore the Premises to their condition existing prior to the making of any Changes permitted by this Paragraph, reasonable wear and tear excepted, all at Tenant’s sole cost and expense.
(b) Before proceeding with any Change (exclusive of changes to items constituting Tenant’s personal property), Tenant shall submit to Landlord a Request for the proposed work to be done, which shall require Landlord’s written approval of concept before proceeding. If Landlord or such consultant(s) shall disapprove of any of Tenant’s plans, Tenant shall be advised of the reasons of such disapproval. Landlord shall then prepare or cause to be prepared, at Tenant’s expense, upon or mechanical, electrical and plumbing drawings and may confer with consultants in connection with the Premises which are preparation of a permanent nature such drawings and which cannot be removed without damage may also submit to such consultant(s) any of the Premises or Building shall become and be the property of plans prepared by Tenant. Upon approval, Tenant agrees to pay to Landlord, as additional rent, the cost of such consultation and shall remain review immediately upon and be surrendered with the Premises as a part thereof at the end receipt of the Term of this Lease, except that invoices either from Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate or such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, consultant(s). Any Change for which approval has been received shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed performed strictly in accordance with the terms of this Lease. All furnitureapproved plans and specifications, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and no amendments or additions to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications shall be made without the prior written consent of Landlord.
(including layoutc) If the proposed Change requires approval by or notice to the lessor of a superior lease or the holder of a mortgage, architecturalno Change shall be proceeded with until such approval has been received, mechanicalor such notice has been given, electricalas the case may be, plumbing and structural drawingsall applicable conditions and provisions of said superior lease or mortgage with respect to the proposed Change or alteration have been met or complied with at Tenant’s expense; and Landlord, if it approves the Change, will request such approval or give such notice, as the case may be.
(d) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining After Landlord’s written approval has been sent to Tenant and the approval by or notice to the lessor of a superior lease or the holder of a superior mortgage has been received or given, as the case may be, Landlord shall enter into an agreement on behalf of the Tenant for the performance of the work to be done pursuant to this Paragraph with Landlord’s contractor. Tenant agrees to pay to Landlord, as additional rent, the cost of such plans construction immediately upon receipt from Landlord of invoices from time to time during the course of such construction. All costs and specifications, which expenses incurred in Changes shall not be unreasonably withheld and if not provided paid by Tenant within fifteen thirty (1530) business days after each billing by Landlord or any such contractor or contractors. If Landlord approves the construction of specific interior improvements in the Premises by other contractors chosen by Tenant from a list prepared by Landlord at Tenant’s request, such written approval shall be deemed given, provided, however, that then Tenant’s notice requesting Landlordcontractors shall obtain on behalf of Tenant and at Tenant’s approval sole cost and expense: (i) all necessary governmental permits and certificates for the first page commencement and prosecution of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” Changes and for final approval thereof upon completion; and (ii) shalla completion and lien indemnity bond, at its expenseor other surety, obtain all permitssatisfactory to Landlord, for the Changes. In the event Tenant shall request any changes in the work to be performed after the submission of the plans referred to in this Paragraph 14, such additional changes shall be subject to the same approvals and certificates required notices as the changes initially submitted by any governmental or quasi-governmental bodies and furnish copies Tenant.
(e) Tenant shall pay to Landlord for Landlord’s services for overseeing the work performed pursuant to this Paragraph 14, a fee equal to five percent (5%) of the same to Landlordtotal cost of the Changes.
(f) All Changes and the performance thereof shall at all times comply with (i) all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental authorities, agencies, offices, departments, bureaus and boards having jurisdiction thereof, (ii) all rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau, or of any similar insurance body or bodies, and (iii) all rules and regulations of Landlord, and Tenant shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons cause Changes to be employed by performed in compliance therewith and in good and first-class workmanlike manner, using materials and equipment at least equal in quality and class to the original installations of the Building. Landlord is responsible for overseeing all changes, at Tenant’s expense, and Tenant’s contractors and subcontractors shall cause Changes to be performed in connection such manner as not to interfere with such Alteration)the occupancy of any other tenant in the Building nor delay or impose any additional expense upon Landlord in construction, commercial general liability insurance (including property damage coverage, completed operations/product liability)maintenance or operation of the Building, and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming shall be performed by contractors or mechanics approved by Landlord and its agents as additional insuredssubmitted to Tenant pursuant to this Paragraph, who shall coordinate their work in cooperation with any other work being performed with respect to the Building. In additionSubject to Paragraph 21, Tenant agrees to reimburse Landlord for throughout the performance of Changes, Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates carry, or cause to be carried, workmen’s compensation insurance in statutory limits, and general liability insurance for any occurrence in or about the Building, of final approval of which Landlord and its managing agent shall be named as parties insured, in such Alteration required by any governmental or quasi-governmental bodies and shall furnish limits as Landlord may reasonably prescribe, with copies thereof, together insurers reasonably satisfactory to Landlord all in compliance with copies of “as-built” plans for such AlterationParagraph 21(b).
3.4 Prior to commencing any Alteration (including a Decorative Alteration)g) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant shall submit to Landlord for or installed by Tenant at its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated expense in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall remain the property of Tenant and may be subject to removed by Tenant at any lientime during the lease term provided Tenant is not in default hereunder, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, and provided further that Tenant shall be discharged repair any damage caused by such removal. If Tenant within ten (10) business days thereaftershall fail to remove all of its effects from said Premises upon termination of this Lease for any cause whatsoever, Landlord may, at Tenant’s expenseits option, by payment or filing remove the bond required by law. Notice is hereby given same in any manner that Landlord shall not be liable for any labor or materials furnished or to be furnished choose, and store said effects without liability to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premisesloss thereof, and Tenant agrees to so notify pay Landlord upon demand any contractor performing work and all expenses incurred in such removal, including court costs and attorneys’ fees and storage charges on such effects for any length of time that the same shall be in Landlord’s possession or Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord and upon the expense incident to the removal and sale of said effects.
(h) Subject to Landlord’s agreement to minimize any disturbance of Tenant’s use of the Premises. Tenant shall not, Landlord reserves the right at any time prior and from time to time without the same constituting an actual or during the Termconstructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant’s obligations under this Lease, directly or indirectly employto make such changes, alterations, additions, improvements, repairs, or permit replacements in or to the employment ofSite or the Building (including the Premises if required to do so by any law or regulation) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages and stairways thereof, to change the name by which the Building is commonly known, as Landlord may deem necessary or desirable. Nothing contained in this Paragraph 14 shall be deemed to relieve Tenant of any contractorduty, mechanic obligation or laborer in the Premisesliability of Tenant with respect to making any repair, whether in connection replacement or improvement or complying with any Alteration law, order or otherwiserequirement of any government or other authority and nothing contained in this Paragraph 14 shall be deemed or construed to impose upon Landlord any obligation, ifresponsibility or liability whatsoever, in Landlord’s sole discretionfor the care, such employment will interfere supervision or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation repair of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelypart thereof other than as otherwise provided in this Lease.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Office Lease
Alterations. 3.1 11.2.1 The Tenant shall not make any alterations or perform or permit additions to the making or performance ofPremises except as permitted by this clause 11.
11.2.2 The Tenant shall not make alterations to the structure of the Premises which will, any at the date of the Tenant's application to the Landlord for consent to make such alterations, installations, improvements, additions or other physical changes in or about adversely affect the value of the Premises (hereinafter collectively calledor the Estate or of any adjoining property of the Landlord. The Tenant may make other alterations to the exterior or structure of the Premises with the consent of the Landlord, such consent not to be unreasonably withheld or delayed and the Landlord shall use reasonable endeavours to respond to any such application for consent within 10 Business Days.
11.2.3 Subject to clause 11.2.4 below, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent Tenant shall not be required for Alterations consisting only of paintingmake internal, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations alterations or additions which do not require electrical, plumbing will or HVAC work and which do not may affect any other Building systems or space outside of the Premises Service Media or any plant or machinery (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, or any other services or systems) at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property Estate without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.
11.2.4 The Tenant may make other internal, non-structural alterations or alterations to the loading doors at the Premises without the consent of the Landlord but the Tenant shall provide reasonable and proper notice of its intention to carry out any works (having regard to the nature and extent of works proposed) and shall remain upon in relation to any such works which it does carry out, carry them out:
(a) and complete them in a good and workmanlike manner, with good quality materials fit for the purpose for which they are required and so as to be surrendered free from defects and without using or permitting the use of any material or substance which, at the time of use, does not conform to all relevant British and European standards and codes of practice or which is generally known to the United Kingdom building industry at the time of use to be deleterious to health and safety or to the durability of the works in the particular circumstances in which it is used;
(b) in accordance in all respects with all relevant legislation and the Premises terms of any consents which are required for the works;
(c) in a manner so as to cause as little inconvenience and annoyance as reasonably possible to the Landlord, any superior landlord and the other occupiers of the Estate;
(d) so as not to result in the Premises, or any other part of the Estate, becoming unsafe; and
(e) at its sole risk. and the Tenant shall make good to the Landlord's satisfaction any damage arising out of, or incidental to, the carrying out or completion of the works and shall provide the Landlord with a part thereof set of as-built drawings as soon as reasonably practicable after completion of the alterations or additions.
11.2.5 The Tenant shall confirm completion of any alterations or additions to the Property within 15 Business Days of completion of them and shall provide the Landlord with a set of as-built drawings at the same time.
11.2.6 Unless and to the extent otherwise required by the Landlord, the Tenant shall, at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expenseTerm, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in alterations and additions made to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that reinstate the Premises and make good any damage caused by that removal to the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements reasonable satisfaction of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 A. Tenant shall not make make, or perform or permit the making or performance ofallow to be made, any alterations, installationsphysical additions, improvementsimprovements or partitions, additions including without limitation the attachment of any fixtures or other physical changes in equipment, in, about or about to the Premises (hereinafter collectively called, the “"Alterations”") without Landlord’s obtaining the prior written consentconsent of Landlord, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All withheld with respect to proposed Alterations shall be done in compliance which: (a) comply with all applicable lawsRegulations; (b) are, regulations in Landlord's reasonable opinion, compatible with the Building or the Project and codesits mechanical, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designateplumbing, All Alterations made and installed by Tenantelectrical, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlordheating/ventilation/air conditioning systems, and shall remain upon will not by their installation or operation cause the Building or Project or such systems to be required to be modified to comply with any Regulations (including, without limitation, the Americans With Disabilities Act); and be surrendered (c) will not interfere with the Premises as a part thereof at the end use and occupancy of any other portion of the Term Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of this Leasethe foregoing, except that Landlord shall have the right of written consent for all plans and privilege at specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work, and may impose reasonable rules and regulations for contractors and subcontractors performing such work. Tenant shall also supply to Landlord grants its any documents and information reasonably requested by Landlord in connection with Landlord's consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all applicable Regulations and Paragraph 27 hereof. Tenant shall at Tenant's sole expense, perform any additional work required under applicable Regulations due to the Alterations hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant's obligations under this Paragraph 12, nor constitute any warranty or representation that the same complies with all applicable Regulations, for which Tenant shall at all times be solely responsible. Tenant shall reimburse Landlord for all reasonable third party costs which Landlord may incur in connection with granting approval to designate Tenant for any such Alteration Alterations, including any costs or expenses which Landlord may incur in electing to have outside architects and engineers review said plans and specifications, and shall pay Landlord an administration fee of five percent (but not Decorative Alterations and Non-Structural Alterations5%) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in cost of the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Leaseas Additional Rent hereunder. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all such Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon until the Expiration Date expiration or earlier end termination of the Term or any renewal thereofthis Lease, at which time they shall be removed from and become the Premises by Tenant, property of Landlord; provided, however, that Landlord may, at Landlord's option as long as Landlord gave written notice to Tenant prior to the construction of the Alterations regarding its intent to exercise this option,, require that Tenant, at Tenant's expense, remove any or all Alterations made by Tenant and restore the Premises by the expiration or earlier termination of this Lease, to their condition existing prior to the construction of any such Alterations. All such removals and restoration shall repair be accomplished in a good and workmanlike manner so as not to cause any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfactionProject whatsoever. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive If Tenant fails to remove such Alterations or which Tenant's trade fixtures or furniture or other personal property, Landlord may keep and use them or remove any of them and cause them to be stored or sold in accordance with applicable law, at Tenant's sole expense. In addition to and wholly apart from Tenant's obligation to pay Tenant's Proportionate Share of Operating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of Alterations within the Premises, and on Tenant's interest pursuant to this Lease, or any increase in any of the foregoing based on such Alterations. To the extent that any such taxes are not typical for office use. separately assessed or billed to Tenant, Tenant shall not be required pay the amount thereof as invoiced to remove any Alteration other than Specialty Alterations designated Tenant by Landlord as provided Landlord provides Tenant reasonable documentation supporting such at the time of granting its consentcharges.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallB. In compliance with Paragraph 27 hereof, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within least ten (10) business days before beginning construction of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to give Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate written notice of the cost expected commencement date of performing such work, provided, however, that for any Alteration that is reasonably estimated construction to cost less than $2,000,000, in lieu permit Landlord to post and record a notice of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in questionnon-responsibility. Upon substantial completion of such Alterationconstruction, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration)if the law so provides, Tenant shall submit cause a timely notice of completion to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list recorded in the office of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation recorder of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave county in which the Building immediatelyis located.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease (Geocities)
Alterations. 3.1 After the Commencement Date, Tenant shall not make or perform or permit the making or performance ofany Alterations in, any alterations, installations, improvements, additions or other physical changes in on or about the Premises Premises, except for nonstructural Alterations not exceeding Twenty-Five Thousand and no/100 Dollars (hereinafter collectively called$25,000.00) in cost, without the “Alterations”) without Landlord’s prior written consentconsent of Landlord, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 , and according to plans and specifications reasonably proved in writing by Landlord. Notwithstanding the foregoing, Tenant shall not, without the prior written consent of Landlord, make any (i) Alterations to the exterior of the Building; (ii) Alterations to and penetrations of the roof of the Building; or (iii) Alterations visible from outside the Building to which Landlord may withhold Landlord's consent on wholly aesthetic grounds. All Alterations shall be done installed at Tenant's sole expense, in compliance with all applicable laws, regulations permit requirements, by a licensed contractor, shall be done in a good and codesworkmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, at and shall not diminish the value of either the Building or the Premises. All maintenance and minor Alterations can be performed by Tenant’s sole cost 's inhouse maintenance staff without the necessity of being performed by permit, if not required, and expense without the requirement of having such maintenance work and at minor Alterations performed by a licensed contractor, although such times work and minor Alterations shall still be performed in such manner as Landlord may from time to time reasonably designate, a good and workmanlike manner. All Alterations made by Tenant shall be and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, Landlord upon installation and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by deemed Tenant, 's Personal Property; provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallmay, at its expenseoption, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s 's expense, shall obtain certificates of final approval of such Alteration required remove any or all nonstructural Alterations installed by any governmental or quasi-governmental bodies Tenant and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior return the Premises to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list their condition as of the contractors Commencement Date of this Lease, normal wear and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list tear excepted and the foregoing provisions shall be applicable thereto. Notwithstanding anything subject to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result provision of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished tothis Lease, Tenant shall be discharged solely responsible for the maintenance and repair of any Alterations made by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and it to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In no event shall Alterations include the event items of any such interference or conflict or if any union establishes a picket line with respect to such employmentTenant's Personal Property, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, which shall cause included all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed items installed by Tenant in and which are not permanently affixed to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordProperty.
Appears in 1 contract
Samples: Lease Extension and Modification Agreement (Coast Bancorp)
Alterations. 3.1 (a) The Tenant shall not:
(i) demolish the Premises or do anything which would or might damage or injure them or divide them up or merge them with any other property;
(ii) make any external alterations or additions to or do anything which would change the external appearance of the Premises;
(iii) make any structural alterations or additions to the Premises; or
(iv) erect any new structure on or make any other alteration or addition to the Premises; except in accordance with the following provisions.
(b) The Tenant shall not be permitted to make or perform or permit the making or performance of, any structural alterations, installationsadditions, improvements, additions demolish or other physical changes in or about change the external appearance of the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of other than in relation to either the Building and provided Improvement Works [or the Capital Premises Works].
(c) The Tenant shall notify Landlord in writing of be entitled to make internal non structural alterations or additions to the nature of such Decorative Alteration Premises and the contractors to be performing the same at least thirty put up, take down and alter internal free- standing partitions:
(30i) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect or prejudice the Landlord's rights under any other Building systems or space outside warranties as to the design and construction of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.or anything in them;
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by which do not affect or interfere with any governmental Services or quasi-governmental bodies and furnish copies of Service Media in the same to Landlord, and Premises;
(iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review the consent of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of ; in which case the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen comply with the following obligations.
(15d) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after Before commencement of any Alterationof the works referred to in clause (c) above, there is the Tenant shall:
(i) obtain an Approved Set of Drawings from the Landlord and supply the Landlord with a change duplicate set of those drawings;
(ii) notify the Landlord in writing of the full reinstatement cost of anything which the Tenant will be installing in the contractors Premises which may be or subcontractorsbecome the property of the Landlord;
(iii) enter into such covenants as the Landlord shall reasonably require with regard to the execution of the work and the reinstatement of the Premises;
(iv) obtain all necessary consents for the work, under any Enactment;
(v) notify the Landlord in writing of its intention to commence the work so that the Landlord may notify its insurers;
(vi) make a written declaration that the Tenant is the sole client for the purposes of the Construction Regulations;
(vii) provide the Landlord with a copy of that declaration and the acknowledgement of it from the Health and Safety Executive; and
(viii) provide any security which the Landlord reasonably requires to enable the Landlord to reinstate the Premises or to complete any work which the Tenant starts but does not finish.
(e) The Tenant shall submit a new or supplemental list use all reasonable endeavours to start and finish the foregoing provisions work within such time frame as the Landlord and Tenant shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, agree acting reasonably and disconnections from, the Building’s fire safety system, the Building’s sprinkler, shall carry out and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed complete that work in accordance with the Rules Approved Set of Drawings and Regulations all the other provisions of this lease.
(hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, f) The Tenant shall be discharged by Tenant within ten notify the Landlord, immediately and in writing, on completion of the work.
(10g) business days thereafter, at Tenant’s expense, by payment or filing Neither the bond required by law. Notice is hereby given that Landlord nor its advisers shall not be liable for the design or execution of any labor alterations or materials furnished additions made by the Tenant, even though they may have approved the drawings for them or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect supervised their execution.
(h) Where the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work has reasonably required in the Premises. giving of its consent in accordance with sub-clause 6.8(d)(iii) the Tenant shall not, at remove any time prior to alterations or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order additions from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of restore the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required condition as a result evidenced by the Schedule of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Condition, unless the Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In gives the event a local panel is required Tenant written permission not to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlorddo so.
Appears in 1 contract
Samples: Lease Agreement
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about improvements to the Premises (hereinafter collectively called, without the “Alterations”) without Landlord’s prior written consentconsent of Landlord. Tenant, providedat its own cost and expense, howevermay erect such shelves, that Landlord’s consent shall not be required for Alterations consisting only of paintingbins, installing or removing wall covering or carpeting machinery and which are solely of a cosmetic or decorative nature trade fixtures as it desires provided that: (“Decorative Alterations”i) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which items do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside alter the basic character of the Premises or the Building and/or improvements of which the Premises are a part; (“Non-Structural Alterations”)ii) such items do not overload or damage the Premises, Landlord’s consent shall not the Building or such improvements; (iii) such items may be unreasonably withheld.
3.2 All Alterations shall be done in compliance removed without injury to the Premises; and (iv) the construction, erection or installation thereof complies with all applicable governmental laws, ordinances, regulations and codeswith Landlord’s specifications and requirements. All alterations, at Tenant’s sole cost additions, improvements and expense partitions erected by Tenant shall be and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be remain the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of Tenant during the Term of this Lease. All shelves, except that Landlord shall have the right bins, machinery and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which trade fixtures installed by Tenant shall be removed by Tenant at on or before the end earlier to occur of the Term and, in the event date of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms termination of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, Lease or any renewal thereof, shall remain the property vacating of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that at which time Tenant shall repair any restore the Premises to their original condition except for reasonable wear and tear. All alterations, installations, removals and restoration shall be performed in a good and workmanlike manner so as not to damage to or alter the primary structure or structural qualities of the Building and other improvements situated on the Premises or of which the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which Premises are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable theretopart. Notwithstanding anything to the contrary contained herein, connections to, it is agreed that the use of and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and access to the Premises, roof of the Building is expressly reserved to Landlord and Tenant agrees is expressly denied to so notify any contractor performing work in the PremisesTenant. Tenant shall notnot penetrate the roof of the Building in any manner, nor install or construct any alterations, additions or improvements thereon, nor otherwise use or occupy the roof at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyTerm hereof.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 13.1 Tenant's Alterations shall be subject to this Section 13 and to any Work Letter as long as the terms of said Work Letter is consistent with this Section 13. Tenant shall not make or perform or permit the making or performance of, cause to be made any alterations, installations, improvements, additions or other physical changes Alteration in or about to the Premises (hereinafter collectively calledPremises, without the “Alterations”) without Landlord’s prior written consentconsent of Landlord, provided, however, that Landlord’s which consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent whatsoever. Tenant shall not be unreasonably withheldpermitted to make any Alteration to any life, safety, fire sprinkler, heating, ventilation, air conditioning, electrical or plumbing system or equipment. Any modifications to these systems will be performed by Landlord, and if such modifications are made by Landlord at Tenant's request, or resulting from Tenant's Alterations on or to the Premises, such modifications shall be at the sole cost and expense of Tenant plus twenty percent (20%) representing Landlord's overhead costs.
3.2 13.2 Notwithstanding Landlord's consent to any Alterations, all Alterations, whether made prior to or during the Term, shall be made and performed in conformity with and subject to the following provisions:
(i) All Alterations shall be done in compliance with all applicable laws, regulations made and codes, performed at Tenant’s 's sole cost and expense and at such times time and in such manner as Landlord may reasonably from time to time reasonably designate, All .
(ii) Alterations shall be made and installed only by Tenant, contractors or at Tenant’s expense, upon or in mechanics approved by Landlord.
(iii) No Alteration shall adversely affect any part of the Premises which are of a permanent nature and which cannot be removed without damage to Building other than the Premises or Building shall become and adversely affect any service required to be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end furnished by Landlord to Tenant or to any other tenant or occupant of the Term of this Lease, except that Landlord shall have the right Building.
(iv) All business machines and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which mechanical equipment shall be removed placed and maintained by Tenant at the end in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentBuilding.
3.3 Prior to making any Alterations (v) Tenant (i) shall submit to Landlord reasonably detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s 's written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayedvi) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations Regulations.
(hereinafter defined); all vii) All materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first of good quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, .
(viii) Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing include in its contract documents for the bond required by law. Notice is hereby given Alterations a requirement that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in Alterations to carry and maintain at all times during the Premises. Tenant shall notperformance of the work, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without no expense to Landlord, obtain an order from a court policy of commercial general liability insurance, including contractor's liability coverage, contractual liability coverage, completed operations coverage, contractor's protective liability coverage, and a broad form property damage endorsement, naming Landlord and any other person or governmental agency enjoining entity as Landlord may request, as additional insured(s), with such picketingpolicy to afford protection to a combined single limit of not less than $1,000,000 per occurrence with respect to bodily injury or death or damage to property; and workmen's compensation or similar insurance in the form and amounts required by the laws of the State of Oklahoma, Tenant, upon demand of Landlord, and shall cause use all contractors, mechanics or laborers causing commercially reasonable efforts to enforce such interference or conflict to leave the Building immediatelyrequirement.
3.5 All Alterations performed by (ix) Tenant shall provide instruments of indemnification and defense against any and all claims, costs, expenses, damages and liabilities which may arise in connection with such work, all in such form, content and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices amount as may be required satisfactory to Landlord.
(x) Prior to commencement of any such work or delivery of any materials into the Premises, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord of Tenant's ability to pay for such work and materials in full. At Landlord's option, Landlord may require Tenant to secure at Tenant's own cost and expense a completion and lien indemnity bond approved by applicable governmental or quasi-governmental rulesLandlord, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall which approval will not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. unreasonably withheld.
13.3 Tenant shall submit permit Landlord, if Landlord so desires, to Landlord for Landlord’s approval all design specifications and requirements prepared monitor construction operations in connection with Tenant’s installation such work; provided, however, that such monitoring or right to monitor by Landlord and the approval or disapproval of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system plans and peripheral devices. Such modifications specifications for such work in any situation shall be performed for the Landlord's sole benefit and shall not constitute any warranty by Landlord at to Tenant or any other person of the adequacy of the design, workmanship or quality of such work or materials for Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.'s intended use or impose any
Appears in 1 contract
Alterations. 3.1 a. After construction of the Tenant Improvements, except for any Permitted Alterations (hereinafter defined), Tenant shall not make or perform allow to be made any alterations or permit the making or performance of, any alterations, installations, improvements, physical additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of LandlordPremises, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s the written approval consent of such plans and specifications, Landlord which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, ; provided, however, that Landlord’s consent may be subject to reasonable protections or restrictions designed to preserve the architectural design and structural integrity of the Building and to protect against claims by materialmen and laborers, or contingent upon Tenant’s notice requesting agreement to remove such alteration at the end of the Term. At Landlord’s approval election, any alterations or additions made by Tenant (excluding Tenant’s Personal Property) shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”become the property of Landlord upon termination of this Lease. If, prior to or after commencement of any Alteration, there is a change Landlord’s interest in the contractors or subcontractorsProject shall not be subject to liens for improvements made by Tenant, and Tenant shall submit a new have no power or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything authority to create any lien or permit any lien to attach to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises Project as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged improvements made by Tenant within ten (10) business days thereafter, at or by reason of any other work done on Tenant’s expense, by payment behalf or filing the bond required by lawany other act or omission of Tenant. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify provide notice to such effect to any contractor performing such persons doing work in or supplying materials to the Premises. Tenant shall not, at indemnify Landlord against any time prior to loss or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation expenses incurred as a result of the Building assertion of any such lien, and Tenant covenants and agrees to remove such lien or transfer such lien to a bond or such other security, as may be permitted by Landlordapplicable law, within thirty (30) days after Tenant or othershas actual knowledge of such lien. In the event of any Tenant fails to have such interference or conflict or if any union establishes a picket line with respect lien removed as required hereunder, Landlord shall have the right to pay such employmentlien, and Tenant does notshall reimburse Landlord for such sum, within 24 hours and without expense to Landlord, obtain plus an order from a court or governmental agency enjoining such picketing, Tenantadministrative fee of five percent (5%) of same, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelydemand.
3.5 All Alterations performed by b. Notwithstanding any provision contained in this Lease to the contrary, Tenant in and shall have the right to make the following alterations to the Premises shall be done in a fashion such that without obtaining Landlord’s prior consent (the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 LawsPermitted Alterations”). The foregoing shall include, without limitation, ): (i) compliance with interior, non-structural alterations which do not cost in excess of One Hundred Thousand and No/100 Dollars ($100,000) in any one instance and do not adversely affect the compartmentalization requirements of Local Law 5Building or require any work to be done within the walls, above the ceiling, or below the floor; and (ii) relocation of existing fire detection devicescosmetic alterations such as changing carpets, alarm signals and/or communication devices necessitated by such Alterations floor coverings, wall coverings and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereofpainting. Tenant shall submit give Landlord advance written notice of all Permitted Alterations to be made by Tenant whenever the cost of such Permitted Alterations exceeds Ten Thousand and No/100 Dollars ($10,000.00).
c. In no event shall Landlord for Landlord’s make alterations to the Project without the approval all design specifications and requirements prepared of Tenant except in connection with Tenantthe discharge of Landlord’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordobligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Amsurg Corp)
Alterations. 3.1 Tenant (a) All repairs and alterations at the Premises shall be done in a good and workmanlike manner and shall be completed in accordance with all Legal Requirements in all material respects and, subject to the Permitted Encumbrances, free and clear of Liens or claims for materials supplied or for labor or services performed in connection with such repairs and alterations or otherwise.
(b) Neither Agent’s nor any Lender’s prior approval shall be required in connection with any alterations or repairs to the Improvements (including entering into any contract regarding such alterations or repairs) which is not a Material Alteration.
(c) Loan Parties shall not make or perform or permit any Material Alteration without the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s Requisite Lenders’ prior written consent, provided, however, that Landlord’s which consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from conditioned on the exterior satisfaction of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (following conditions but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed:
(i) the Requisite Lenders shall have determined in their reasonable discretion that (x) each Loan Party has the financial resources to complete the Material Alteration on a list timely and lien-free basis and (y) the Material Alteration can be completed prior to the Maturity Date;
(ii) if applicable considering the size, scope and nature of the contractors alteration or repair, Agent shall have received architectural or engineering plans and subcontractors specifications for the Material Alteration and an estimate of the costs and expenses of such Material Alteration, all of which shall be reasonably acceptable to Agent and Agent’s construction consultants;
(categorized iii) if requested by tradeAgent, Agent shall have received copies of the agreements pursuant to which the Material Alteration shall be done all of which shall be in form and substance reasonably satisfactory to the Requisite Lenders and, which also shall be reasonably satisfactory to the Requisite Lenders as to the party performing the construction obligations thereunder;
(iv) Agent shall have received the assignment to Agent of all construction and design-professional contracts related to the Material Alteration, together with the written consent to such assignments by all parties to such contracts (which Tenant proposes may be included in any such contract), all of which shall be in form and substance reasonably satisfactory to use or from Agent;
(v) with respect to any Material Alteration which Tenant proposes to solicit bids is being performed in connection therewithwith a new Lease, such Lease shall have been approved by Agent if required under Section 6.10;
(vi) Agent shall have received all authorizations, consents and approvals given by and licenses and permits issued by Governmental Authorities that are required and then obtainable for the performance of the Material Alterations in accordance with all Legal Requirements, each of which shall be reasonably acceptable to Agent and Agent’s construction consultants;
(vii) with respect to any proposed Material Alteration which will increase the rentable square footage of the Premises, Agent shall have received evidence reasonably satisfactory to Agent that the Premises, after giving effect to such Material Alteration, comply with applicable zoning regulations; and
(viii) Agent shall have received such other information and documentation as Agent may reasonably request regarding the Material Alteration and the cost thereof. Tenant Loan Parties shall not commence perform any Material Alteration until Landlord has approved except in compliance with this Section 6.9. After completion of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any the Material Alteration, there is Loan Parties shall provide Agent with a change in copy of the contractors or subcontractorsas-built plans and specifications for same, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable theretoif available. Notwithstanding anything to the contrary contained set forth herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only approval by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed Agent of a Lease in accordance with this Loan Agreement which requires the Rules and Regulations performance of a Material Alteration shall constitute approval of such Material Alteration under this Section 6.9 (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations provided that Loan Parties shall be new and first quality; no such materials or equipment shall be subject required to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against satisfy the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord conditions set forth in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, clauses (i) compliance with the compartmentalization requirements of Local Law 5, through (iiiv) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iiivi) installation through (viii) of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordthis Section 6.9(c).
Appears in 1 contract
Alterations. 3.1 (a) The Tenant shall not:
(i) demolish the Premises or do anything which would or might damage or injure them or divide them up or merge them with any other property;
(ii) make any external alterations or additions to or do anything which would change the external appearance of the Premises;
(iii) make any structural alterations or additions to the Premises; or
(iv) erect any new structure on or make any other alteration or addition to the Premises; except in accordance with the following provisions.
(b) The Tenant shall not be permitted to make or perform or permit the making or performance of, any structural alterations, installationsadditions, improvements, additions demolish or other physical changes in or about change the external appearance of the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of other than in relation to either the Building and provided Improvement Works or the Capital Premises Works.
(c) The Tenant shall notify Landlord in writing of be entitled to make internal non structural alterations or additions to the nature of such Decorative Alteration Premises and the contractors to be performing the same at least thirty put up, take down and alter internal free- standing partitions:
(30i) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect or prejudice the Landlord's rights under any other Building systems or space outside warranties as to the design and construction of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.or anything in them;
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by which do not affect or interfere with any governmental Services or quasi-governmental bodies and furnish copies of Service Media in the same to Landlord, and Premises;
(iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review the consent of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of ; in which case the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen comply with the following obligations.
(15d) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after Before commencement of any Alterationof the works referred to in clause (c) above, there is the Tenant shall:
(i) obtain an Approved Set of Drawings from the Landlord and supply the Landlord with a change duplicate set of those drawings;
(ii) notify the Landlord in writing of the full reinstatement cost of anything which the Tenant will be installing in the contractors Premises which may be or subcontractorsbecome the property of the Landlord;
(iii) enter into such covenants as the Landlord shall reasonably require with regard to the execution of the work and the reinstatement of the Premises;
(iv) obtain all necessary consents for the work, under any Enactment;
(v) notify the Landlord in writing of its intention to commence the work so that the Landlord may notify its insurers;
(vi) make a written declaration that the Tenant is the sole client for the purposes of the Construction Regulations;
(vii) provide the Landlord with a copy of that declaration and the acknowledgement of it from the Health and Safety Executive; and
(viii) provide any security which the Landlord reasonably requires to enable the Landlord to reinstate the Premises or to complete any work which the Tenant starts but does not finish.
(e) The Tenant shall submit a new or supplemental list use all reasonable endeavours to start and finish the foregoing provisions work within such time frame as the Landlord and Tenant shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, agree acting reasonably and disconnections from, the Building’s fire safety system, the Building’s sprinkler, shall carry out and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed complete that work in accordance with the Rules Approved Set of Drawings and Regulations all the other provisions of this lease.
(hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, f) The Tenant shall be discharged by Tenant within ten notify the Landlord, immediately and in writing, on completion of the work.
(10g) business days thereafter, at Tenant’s expense, by payment or filing Neither the bond required by law. Notice is hereby given that Landlord nor its advisers shall not be liable for the design or execution of any labor alterations or materials furnished additions made by the Tenant, even though they may have approved the drawings for them or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect supervised their execution.
(h) Where the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work has reasonably required in the Premises. giving of its consent in accordance with sub-clause 6.8(d)(iii) the Tenant shall not, at remove any time prior to alterations or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order additions from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of restore the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required condition as a result evidenced by the Schedule of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Condition, unless the Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In gives the event a local panel is required Tenant written permission not to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlorddo so.
Appears in 1 contract
Samples: Lease Agreement
Alterations. 3.1 Section 3.01. Tenant shall not make or perform perform, or permit the making or performance of, any alterations, installations, decorations, improvements, additions or other physical changes in or about the Demised Premises (hereinafter collectively calledreferred to collectively, the “as "Alterations”") without Landlord’s Owner's prior written consent, provided, however, that Landlord’s consent provided no such prior consent shall not be required for Alterations consisting only of painting, installing decorations. Owner agrees not unreasonably to withhold or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s delay its consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside the structural integrity of the Building proposed to be made by Tenant to the Demised Premises (“Non-Structural for Tenant's business purposes. Notwithstanding the foregoing provisions of this Section or Owner's consent to any Alterations”), Landlord’s consent all Alterations shall not be unreasonably withheld.
3.2 made and performed in conformity with and subject to the following provisions: All Alterations shall be done in compliance with all applicable laws, regulations made and codes, performed at Tenant’s 's sole cost and expense and at such times time and in such manner as Landlord may Owner may, from time to time time, reasonably designate; Alterations shall be made only by contractors or mechanics approved by Owner, All such approval not unreasonably to be withheld or delayed (notwithstanding the foregoing, all Alterations requiring mechanics in trades with respect to which Owner has adopted or may hereafter adopt a list or lists of approved contractors shall be made only by contractors selected by Tenant from such list or lists); no Alteration shall be made to the partitioning separating the Demised Premises and installed the public corridors or the entrance doors of the Demised Premises; no Alteration shall affect any part of the Building other than the Demised Premises or adversely affect other than to a diminimus extent any service required to be furnished by Tenant, Owner to Tenant or at Tenant’s expense, upon to any other tenant or in occupant of the Premises which Building or reduce the value or utility of the Building; no Alteration shall affect the outside appearance of the Building or the color or style of any venetian blinds (except that Tenant may remove any venetian blinds provided that they are promptly replaced by Tenant with blinds of a permanent nature similar
(i) The Standards For Alteration Drawings and which canGuide For Consulting Engineer, both dated May, 1988 and (ii) the Building Standard For Alteration Construction, dated June, 1990, all of Owner's managing agent, Rudix Xxxagement Co., Inc.), and provided such plans and specifications comply with the aforesaid standards and guidelines and the provisions of this Article 3 and further provided that the Alterations depicted on such plans and specifications comply with the provisions of this Article 3, then, Owner shall not be removed without damage unreasonably withhold or delay its consent to such plans and specifications prior to the Premises commencement of each proposed Alteration, Tenant shall furnish to Owner duplicate original policies of workmen's compensation insurance covering all men to be employed in connection with such Alteration, including those to be employed by all contractors and subcontractors, and of comprehensive public liability insurance (including property damage coverage) in which Owner, its agents and any lessor under any ground or Building underlying lease shall become be named as parties insured, (as of the date hereof only Owner and its managing agent Rudix Xxxagement Co., Inc. are required to be the property of Landlordso named as parties insured) which policies shall be issued by companies, and shall remain upon be in form and be surrendered amounts, consistent with Owner's requirements for other tenant's in the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right Building and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed maintained by Tenant at until the end of the Term and, in the event of service completion of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty exceptedAlteration; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and or to the electrical facilities in or serving the Demised Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage subject to the Premises or provisions of subsection C(1) of Section 29.04 (relating to increases in the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2Fixed Rent); all fireproof wood test reports, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration electrical and air conditioning certificates, and all other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any all governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which authorities shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated timely obtained by Tenant and submitted to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final Owner; notwithstanding Owner's approval of such Alteration required by any governmental or quasi-governmental bodies plans and shall furnish Landlord with copies thereof, together with copies of “as-built” plans specifications for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change all Alterations shall be made and performed in full compliance with all applicable laws, orders and regulations (including, but not limited to, the contractors or subcontractorsNew York State Energy Conservation Construction Code) of Federal, Tenant shall submit a new or supplemental list State, County and Municipal authorities and with all directions, pursuant to law, of all public officers, and with all applicable rules, orders, regulations and requirements of the New York Board of Fire Underwriters and the foregoing provisions New York Fire Insurance Rating Organization or any similar body; provided that nothing contained herein shall be applicable thereto. Notwithstanding anything limit Owner's obligations under Article 40 with respect to the contrary contained herein, connections to, asbestos and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All other hazardous material; all Alterations shall be made and performed in accordance with the Building Rules and Regulations (hereinafter defined)Building Rules for Alterations; all materials and equipment to be installed, incorporated or located in the Demised Premises as a result of all Alterations shall be new and ad first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreementagreement of any kind; Tenant, before commencement of such Alteration, shall furnish to Owner a performance bond or other security satisfactory to Owner in an amount at least equal to the estimated cost of such Alteration; provided however that no such bond or security shall be required in connection with any Alteration constituting a single project which shall have a cost which is less than Thirty Thousand ($30,000.00) Dollars in the aggregate in the event Owner or its agents employ any independent architect or engineer to examine any plans or specifications submitted by Tenant to Owner in connection with any proposed Alteration, Tenant agrees to pay Owner a sum equal to any reasonable fees incurred by Owner in connection therewith.
Section 3.02. Any mechanic’s 's lien filed against the Premises, Demised Premises or the Building or the Real Property, Property or the Real Property affected by the Air Rights Lease (as defined in Article 7) for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafterTenant, at Tenant’s 's sole cost and expense, by payment or within twenty (20) days after the filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no of such mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises's lien.
Section 3.03. Tenant shall not, at any time prior to or during the Demised Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Demised Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, if such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Owner. Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, conflict. Tenant, upon demand of LandlordOwner, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Section 3.04. Without in any way limiting the generality of the provisions of Section 3.01, all Alterations performed by Tenant in and to the Premises shall be done made and performed in a fashion such that the Premises and the Building shall be in full compliance with the requirements of (a) New York City Local Law #5 of 1973 and any successor law of The City like import and (b) all Building wide standards and practices adopted by Owner for fire safety in the Building. No Alteration shall affect all or any part of New Yorkany Class E Fire Alarm and Communication system installed in the Demised Premises, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall includeexcept that in connection with any such Alteration Tenant may relocate certain components of such system, without limitation, provided (i) compliance with the compartmentalization requirements of Local Law 5such relocation shall be performed in a manner first approved by Owner, (ii) the new location of any such component shall be first approved by Owner, (iii) prior to any such relocation Tenant shall submit to Owner detailed plans and specifications therefor which shall be first approved by Owner, and (iv) Owner shall have the election of existing fire detection devicesrelocating such components either by itself or by its contractors, alarm signals and/or communication devices necessitated in which event all expenses incurred by Owner shall be reimbursed by Tenant upon demand of Owner, as additional rent.
Section 3.05. In the event that Tenant performs a major Alteration in the Demised Premises, Tenant, as part of such Alterations Alteration shall be required to install a sprinkler system in the Demised Premises and in connection therewith the following provisions of this Section shall apply: (i) such sprinkler system must comply with all applicable laws, orders, rules and regulations; (ii) the supplying and installing of any such sprinkler system shall be made in accordance with the provisions of this Lease, including but not limited to the provisions of this Article and Article 6 and the type, brand, location and manner of installation of such sprinkler system shall be subject to Owner's prior approval; and (iii) installation of Tenant shall make all repairs and replacements, as and when necessary, to such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, sprinkler system and any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement replacements thereof. Tenant Notwithstanding the aforesaid provisions of this Section, Owner shall submit to Landlord for Landlord’s approval have the election of supplying and installing such sprinkler system either by itself or by its agents or contractors, in which event all design specifications costs and requirements prepared expenses incurred by Owner in connection with supplying and installing such sprinkler system and any repairs or replacements of such sprinkler system and any replacements thereof made by Owner at Owner's election, shall be paid by Tenant to Owner within ten (10) days next following the rendition of a statement thereof by Owner to Tenant’s installation . In addition to paying all costs and expenses in connection with the supplying and installing of said fire control or detection devices. Notwithstanding such sprinkler system, Tenant shall pay to the foregoingOwner, Landlord will determine what modificationsa fee equal to (x) Tenant's Proportionate Share (as defined in Article 23) of the cost and expense incurred by Owner to prepare the Building for the operation of such sprinkler system, plus (y) for each floor of the Building on which any portion of the Demised Premises is located Tenant's pro rata share of all of the costs and expenses incurred by Owner, if any, in supplying and installing a "sprinkler loop" on such floor which pro rata share shall be a fraction in which the numerator shall be the number of rentable square feet of that portion of the Demised Premises located on such floor and the denominator shall be the number of rentable square feet on such floor, provided however, that notwithstanding anything contained in this Section to the base building fire alarm system will contrary, Owner shall have no obligation to install such "sprinkler loop" on any floor of the Building which shall be required as a result of entirely demised to Tenant’s fire control system and peripheral devices. Such modifications fee shall be performed payable to Owner within ten (10) days next following the rendition of a statement thereof by Landlord at Owner to Tenant’s sole cost . Notwithstanding anything contained in this Lease to the contrary, such sprinkler system or any replacement thereto and expenseany installations in connection therewith, whether made by Tenant or Owner, shall upon expiration or sooner termination of the Demised Term be deemed the property of Owner. All (See Article 40)
Section 3.06. Any dispute with respect to the reasonability of any failure or refusal of Owner to grant its consent or approval to any request for such fire control devices consent or approval pursuant to the provisions of Section 3.01 with respect to which request Owner has agreed, in such Section not unreasonably to withhold and/or delay such consent or approval, may be submitted to arbitration by either party, by notice to the other, and, if so submitted, shall be manufactured finally determined by a company designated by Landlord. In the event a local panel is required to be installed arbitration in the Premises City of New York in accordance with the rules and regulations then obtaining of the American Arbitration Association or its successor. Any determination pursuant to the foregoing provisions, such local panel provisions shall be final and binding upon the parties, whether or not a type designated judgment shall be entered in any court. In making their determination, the arbitrators shall not subtract from, add to, or otherwise modify any of the provisions of this Lease. Owner and Tenant may, at their own expense, be represented by Landlord.counsel and employ expert witness in any such arbitration. If the determination of any such arbitrator under this Section with respect to the reasonability of any failure or refusal of Owner to grant its consent or approval to any request for such consent or approval pursuant to the provisions of Section 3.01 shall be adverse to Owner, Owner shall be deemed to have granted the requested consent or approval but that shall be Tenant's sole remedy in such event and Owner shall not be liable to Tenant for a breach of Owner's covenant not unreasonably to withhold such consent or approval. (See Article 40)
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Alterations. 3.1 Tenant shall not (a) Not to make any external or internal alteration or improvement of or addition to the Premises nor to make or perform permit or permit the making or performance of, suffer to be made any alterations, installations, improvements, additions or other physical changes change in or about to the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing elevation or removing wall covering external design or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside appearance of the Premises without the consent of the Lessor (“Non-Structural Alterations”), Landlord’s such consent shall not to be unreasonably withheld.withheld or delayed) nor to cut or injure any part of the structure or the roofs walls timbers conduits and appurtenances of the Premises and forthwith to report in writing to the Lessor any defects PROVIDED THAT if any consent is given by the Lessor in pursuance of this sub-clause the Lessee shall obtain any necessary consents of the competent authority both on its own behalf and if so required by the Lessor also on behalf of the Lessor and all other persons interested in the Premises
3.2 All Alterations (b) In the event of any breach of paragraph (a) of this sub-clause then without prejudice and in addition to the right of re-entry herein contained and any other right of the Lessor the Lessor may remove SS/E6438/5708a/20 02 2012 or restore as the case may be any such unauthorised buildings alterations improvements or additions and the costs of carrying out such work and things incidental thereto properly and reasonably incurred by the Lessor shall be done in compliance repaid to the Lessor by the Lessee forthwith on demand together with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may Interest from time the date of expenditure
(c) That no alteration or addition to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or the electrical installation in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at made without the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense Lessors prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (consent which shall not be unreasonably withheld or delayed) a list of the contractors delayed and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and then only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules standards prescribed from time to time by the electrical supply authority and Regulations (hereinafter defined); all materials the Institute of Electrical Engineers and equipment to be incorporated in the Premises as a result of all Alterations no appliance other than that for which such installation is designed shall be new connected to it and first quality; no such materials or equipment shall be subject in any event not to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against overload the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.electrical installations
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Samples: Lease
Alterations. 3.1 (a) Tenant shall not make or perform or permit the making or performance of, suffer to be made any additional alterations, installations, improvements, additions or other physical changes in or about the Premises improvements (hereinafter collectively called, the “Alterations”) in, on or to the Premises or any part thereof without the prior written consent of Landlord. Failure of Landlord to give its approval within fifteen (15) calendar days after receipt of Tenant’s written request for approval shall constitute disapproval by Landlord. Any Alterations in, on or to the Premises, except for Tenant’s trade fixtures and movable furniture and equipment, shall be the property of Tenant during the Term and shall become Landlord’s prior written consent, provided, however, that Landlord’s consent property at the end of the Term without compensation to Tenant. Landlord shall not be required for unreasonably withhold or delay its consent to Alterations consisting only that (i) do not materially affect the structure of paintingthe Building or its electrical, installing plumbing, HVAC, security or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature other systems, (“Decorative Alterations”ii) so long as such Decorative Alterations are not visible from the exterior of the Building Premises and provided Tenant shall notify Landlord in writing do not otherwise affect the exterior appearance of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty Building, (30iii) days prior to commencement and perform such Decorative Alteration in accordance are consistent with all other provisions of this Article 3. LandlordTenant’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which Permitted Use hereunder; (iv) do not require electricalany application to a political jurisdiction for rezoning, plumbing general plan amendment, variance, conditional use permit or HVAC work architectural review approval, (v) will not interfere with the use and which occupancy of any other portion of the Project by Landlord or by any other tenants or occupants or their invitees, or by any other party with the right to use any portion of the Project, (vi) comply with any ground lease, CC&Rs (including without limitation the CC&Rs described in EXHIBIT C) and Mortgages, and (vii) do not adversely affect any other Building systems the value or space outside marketability of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheldreversionary interest upon termination or expiration of this Lease.
3.2 All (b) If Landlord consents to the making of any Alterations by Tenant, the same shall be done in compliance with all applicable laws, regulations and codesmade by Tenant, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature accordance with plans and which cannot be removed without damage specifications submitted by Tenant to the Premises or Building shall become Landlord concurrently with its request pursuant to Paragraph 6(a) and be the property of reasonably approved by Landlord, and shall remain upon and any contractor or person selected by Tenant to make the same must first be surrendered with reasonably approved in writing by Landlord. With respect to any Alterations that affect the Premises as a part thereof at the end structure of the Term of this LeaseBuilding, except that Landlord shall have the right and privilege at the time Landlord grants its consent to Building Systems, or any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end portion of the Term and, in Project outside the event of service of such notice, Tenant willPremises, at TenantLandlord’s own cost and expense, remove option the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant Alterations shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the TermLandlord, or any renewal thereofby a contractor specified by Landlord, shall remain the property of Tenant for Tenant’s account and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for the cost thereof (including a reasonable charge for Landlord’s overhead) as an Additional Charge, within twenty (20) days after receipt of a statement from Landlord therefor.
(c) Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket third-party expenses (incurred by Landlord in the review of any Alterations made by Tenant, including expenses of fees charged by Landlord’s agent) incurred in connection with contractors or consultants to review plans and specifications, and such obligation shall be an Additional Charge. Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing consent to any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which Alterations shall not be unreasonably withheld obligate Landlord to repair, maintain, insure or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use otherwise assume any responsibility or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line liability with respect to any such employmentAlteration. In addition, notwithstanding Landlord’s review, Tenant and not Landlord shall be responsible for compliance of the Alterations, and Tenant does notplans and specifications therefor, within 24 hours with all applicable Laws, and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control omissions or detection devices nor shall Landlord have any responsibility for errors therein.
(d) Upon the maintenance expiration or replacement thereof. sooner termination of the Term, Tenant shall submit to Landlord for upon demand by Landlord, at Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord election either (i) at Tenant’s sole cost and expense. All such fire control devices shall be manufactured , forthwith and with all due diligence remove any Alterations made by a company or for the account of Tenant, designated by Landlord. In the event a local panel is required Landlord to be installed in removed (provided, however, that upon the written request of Tenant prior to installation of such Alterations, Landlord shall advise Tenant at that time whether or not such Alterations must be removed upon the expiration or sooner termination of this Lease), and restore the Premises in accordance with to substantially its original condition as of the foregoing provisionsCommencement Date, such local panel shall be a type designated by Landlordsubject to normal wear and tear and the rights and obligations of Tenant concerning casualty damage pursuant to Paragraph 20 or (ii) pay Landlord the reasonable estimated cost thereof.
Appears in 1 contract
Alterations. 3.1 Tenant Lessee shall not make any alterations or perform improvements in, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the to said Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior first obtaining the written consentconsent of Lessor, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s whose consent shall not be unreasonably withheld.
3.2 All , conditioned or delayed; provided however, that if Lessor has not granted or denied its consent to any such proposed Alterations within ten (10) business days after its receipt of Lessee’s written request for such approval, then Lessor shall be done in compliance with all applicable lawsdeemed to have approved such Alterations. All such alterations, regulations additions and codes, improvements shall be at Tenant’s the sole cost and expense of Lessee and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, Lessor and shall remain upon in and be surrendered with the Premises as a part thereof at the end of the Term termination of this Leaselease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”without disturbance, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations molestation or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable theretoinjury. Notwithstanding anything to the contrary contained herein, connections to(a) Alterations and Lessee’s trade fixtures, furniture, equipment and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated other personal property installed in the Premises as a result (except for any of the foregoing paid for with the proceeds of the Allowance) (“Lessee’s Property”) shall at all times be and remain Lessee’s property, (b) except for Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall which cannot be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and removed without structural injury to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or except during the Term, directly or indirectly employ, or permit ordinary business hours of the employment of, any contractor, mechanic or laborer in Building. Lessee may remove Lessee’s Property from the Premises, whether provided that Lessee repairs all damage caused by such removal, (c) Lessor shall have no lien or other interest in connection with any Alteration item of Lessee’s Property and (d) Lessor shall have no right to require Lessee to remove any alterations unless it notifies Lessee at the time it consents (or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect is deemed to have consented) to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining alteration that it shall require such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required alteration to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordremoved.
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Samples: Office Lease (Oncothyreon Inc.)
Alterations. 3.1 Tenant Concessionaire shall not make or perform or permit have the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may right from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or after the completion of the initial Concessionaire Improvements in accordance with the Premises which are provisions of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property [Article VI.A.7 (Construction of LandlordConcessionaire Improvements) hereof, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own Concessionaire's sole cost and expense, remove the same to make alterations and changes ("Alterations") in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which (except as hereinafter provided), provided Concessionaire shall not then be in default in the performance of any of Concessionaire's covenants or agreements in this Agreement; and further provided that Substantial Alterations may be made by Tenant at its own cost and expense prior to and during only with the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end written consent of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specificationsState, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which consent shall not be unreasonably withheld or delayed. "Substantial Alterations" means any Alterations (i) a list to infrastructure improvements, (ii) to the structure of the contractors Premises or any portion thereof, (iii) to other items required to be shown on the Concessionaire Improvement Plans for such Alterations or Substantial Alterations, as the case may be, and subcontractors approved by State, or (categorized by tradeiv) which Tenant proposes would cost more than ten percent (10%) of the replacement cost of the Concessionaire Improvements. The provisions of (Article VI.A.7 (Construction of Concessionaire Improvements) shall apply to use or from which Tenant proposes and shall be complied with by Concessionaire as a condition to solicit bids in connection therewith. Tenant shall not commence the performance of any Alteration until Landlord has approved or Substantial Alteration. The State's approval of Tenant’s proposed contractors the Concessionaire Improvement Plans for Alterations or subcontractorsSubstantial Alterations, which as the case may be, shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days required for those aspects of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything Concessionaire Improvement Plans to the contrary contained hereinextent such approval would not be required for initial Concessionaire Improvements. Furthermore, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment Substantial Alterations shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.following:
Appears in 1 contract
Samples: Concession Agreement
Alterations. 3.1 Tenant shall not make permit alterations to the foundation, roof, HVAC System, windows, exterior doors, walls, parking lot or perform or permit the making or performance of, to any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space item existing outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done Property walls unless and until the plans have been approved by Landlord in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”writing, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall require Tenant to remove the alterations and restore the Property upon termination of this Lease; or alternatively, provided within fifteen (15) business days whether such alteration shall become a part of the realty and the property of Landlord, and shall not be removed by Tenant’s request. Notwithstanding the foregoing, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Tenant may perform alterations to the Property without Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”consent if such alterations do not affect the structural components of the Property or the Property’s systems. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations ensure that all alterations shall be made and performed in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in original construction the Premises as a result of all Alterations Property. No person shall be new entitled to any lien derived through or under Tenant for any labor or material furnished to the Property, and first quality; no such materials or equipment nothing in this Lease shall be subject construed to constitute a consent by Landlord to the creation of any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s If any lien is filed against the Premises, or the Real Property, Property for work claimed to have been done for, for or materials material claimed to have been furnished to, through or under Tenant, Tenant shall cause such lien to be discharged by Tenant of record within ten thirty (1030) business days thereafter, at Tenant’s expense, by payment or after filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished provide Landlord with endorsements to Tenant upon credit, and that no mechanic’s Landlord insuring against the existence of or other lien for any attempted enforcement of such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premiseslien. Tenant shall notindemnify Landlord from all costs, at any time prior to or during the Termlosses, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether expenses and attorneys’ fee in connection with any Alteration construction or otherwisealteration and any related lien. Notwithstanding anything contained in this Section 7.02 to the contrary, ifTenant shall be permitted to (A) make minor cosmetic alterations (carpeting and painting); (B) rewire electrical lines servicing Tenant’s equipment, in and (C) install or replace data cabling without Landlord’s sole discretionconsent; provided, such employment will interfere or cause any conflict with other contractorshowever, mechanicsTenant (I) shall not penetrate the roof, or laborers engaged the roof membrane, the exterior walls and floor without Landlord’s consent; and (II) shall remove all Tenant’s data cabling in the construction, maintenance or operation its entirety upon Tenant’s surrender of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyProperty.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Regis Corp)
Alterations. 3.1 Tenant (a) LESSEE shall not have the right to make or perform or permit the making or performance of, any such interior alterations, installationsdecorations and improvements to the PREMISES not constituting a part of the building as may be proper and necessary for the conduct of its business and for the beneficial use of the PREMISES, improvements, additions or other physical changes in or about provided the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall same do not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from affect the exterior or structural portion of the Building PREMISES and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration further that LESSEE shall:
(i) pay all costs, expenses and the contractors to be performing charges thereof,
(ii) make the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all applicable laws and building codes and in a good and workmanlike manner,
(iii) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance in the OFFICE BUILDING while performing same,
(iv) fully and completely indemnify LESSOR against any mechanic's lien or other liens or claims in connection with the taking thereof, and
(v) not thereby diminish the value of the PREMISES or OFFICE BUILDING.
(b) LESSEE may make alterations, decorations and improvements constituting a part of the building or affecting the exterior or structural portion of the PREMISES with the same provisions of this Article 3as contained in subparagraph (a) (i) - (v) but only after (i) obtaining. Landlord’s LESSOR'S prior consent thereto, and (ii) obtaining LESSOR'S consent to Alterations may be withheld for any reason or for no reasonthe contractor engaged to perform such work, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld. Upon completion of any such alterations,. decorations and improvements constituting a part of the building or affecting the exterior and/or structural portions, the same shall immediately thereupon become a part of the PREMISES and be included in the word "PREMISES" as used in this LEASE.
3.2 All Alterations (c) Notwithstanding the fact that alterations, decorations and/or improvements to the PREMISES made by LESSEE may constitute a part of and be included in the word PREMISES as used in this LEASE, repair and/or restoration of damages thereto caused by fire and/or other casualty shall be done in compliance with all applicable lawsthe responsibility of LESSEE, regulations and codeswhether or not covered by insurance by LESSEE, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed unless otherwise covered by Tenant, or at Tenant’s expense, upon or in the Premises LESSOR'S insurance (which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations considered primary insurance.)
(d) All of LESSEE'S CHATTELS and all interior alterations, decorations and improvements not constituting a part of the building installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed PREMISES by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, LESSEE shall remain the property of Tenant LESSEE and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from by LESSEE upon the Premises by Tenanttermination of this LEASE, provided, however, that Tenant and LESSEE shall repair make any damage to the Premises or the Building caused repairs necessitated by such removal to Landlord’s reasonable satisfactionremoval. For Any thereof not removed on or before the purposes termination of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated LEASE and surrender of possession of the PREMISES by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval LESSEE shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallabandoned by LESSEE and, at its expenseLESSOR'S election, obtain all permitsmay be treated and/or disposed of by LESSOR as LESSOR'S own property without further right or claim thereto by LESSEE, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) except that LESSEE shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, reimburse LESSOR for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such workremoval if LESSOR elects to have the same removed, provided, however, that and LESSEE shall be liable to LESSOR for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required damages sustained by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises LESSOR as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject LESSEE'S failure to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyremove same.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (GLB Bancorp Inc)
Alterations. 3.1 Tenant shall not make make, or perform or permit the making or performance ofsuffer to be made, any alterations, installationsimprovements or additions in, improvementson, additions about or other physical changes in or about to the Premises or any part thereof (hereinafter collectively calledcollectively, "Alteration(s)"), without the “Alterations”) without Landlord’s prior written consent, consent of Landlord and without a valid building permit issued by the appropriate governmental authority; provided, however, that Landlord’s consent Tenant shall not be required to seek Landlord's prior approval for any nonstructural interior Alteration or series of Alterations which, together with the costs of all other Alterations (not requiring Landlord's consent) undertaken during the preceding 12-month period, does not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate. Tenant, in making such Alterations, shall comply with the other requirements of this Paragraph 13. Unless Tenant is required to remove any Alteration to the Premises, except movable furniture and trade fixtures, such Alterations shall become the property of Landlord upon termination of the Lease and shall remain upon and be surrendered with the Premises at the termination of this Lease. Without limiting the generality of the foregoing, all items consisting only of paintingLandlord's Work, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature unless otherwise provided in Landlord's consent notice, all heating, lighting, electrical (“Decorative Alterations”) so long as such Decorative Alterations including all wiring, conduit, outlets, drops, xxxx ducts, main and subpanels), drapery, and carpet installations (to the extent the foregoing are not visible from the exterior included in Landlord's Work) regardless of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors how affixed to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlorddeemed trade fixtures, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term termination of this Lease, except that Landlord shall have . Upon the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end expiration or earlier termination of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however thatLease Term, Tenant shall not be required to remove or restore any Decorative of the items which comprise Landlord's Work and/or the Initial Improvements. Upon the expiration or earlier termination of the Lease Term, Tenant shall remove any Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed made by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to Premises resulting from such removal, except as follows:
(i) As to any Alteration for which Landlord's consent is required, at the Premises time Landlord is providing such consent, Landlord shall indicate whether such Alteration must be removed upon expiration or termination of the Building caused by Lease. Landlord's failure to make such removal indication as part of its consent shall serve as Landlord's indication that the proposed Alteration does not have to be removed.
(ii) As to any Alteration for which Landlord’s reasonable satisfaction. For 's consent is not required, prior to making the purposes Alteration, Tenant may request that Landlord indicate within ten (10) days of this Section 3.2such request, “Specialty Alterations” shall mean any Alterations that would whether such Alteration must be unusually difficult or expensive to remove or which are not typical for office useremoved. Tenant shall will not be required to remove any the subject Alteration other than Specialty Alterations designated by upon the expiration or termination of the Lease if Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any indicates that such Alteration (other than a Decorative Alteration is not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as removed or if Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees fails to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of indicate within the proposed Alteration within aforesaid ten (10) business days that such Alteration must be removed. If Tenant fails to request that Landlord indicate whether such Alteration must be removed, Landlord may require the removal of receipt such Alteration at the expiration of an invoicethe Lease Term. Before commencing If, during the Lease Term, any work on alteration, addition or change of any sort to all or any portion of the Alterationinterior of the Premises is required by law, regulation, ordinance or order of any public agency, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of promptly make the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, same at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In If during the event a local panel Lease Term, any alteration, addition, or change to the Common Area is required by law, regulation, ordinance or order of any public agency as a result of any Alterations performed by Tenant within the Premises, Tenant shall promptly make the same at its sole cost and expense. If during the Lease Term, any alteration, addition, or change to be installed the Common Area is required by law, regulation, ordinance or order of any public agency other than as provided in the Premises in accordance with preceding sentence, Landlord shall make the foregoing provisionssame and the cost of such alteration, such local panel addition or change shall be a type designated by LandlordCommon Area Charge and, subject to the limitations set forth in Paragraph 12 above, Tenant shall pay Tenant's Pro Rata Share of said cost to Landlord as provided in Paragraph 12 above.
Appears in 1 contract
Alterations. 3.1 (A) Except to the extent provided in Section 3.4 hereof, ----------- Tenant shall not make Alterations without Landlord's prior consent. Landlord shall not unreasonably withhold or perform delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the outside of the Building, (ii) do not adversely affect any part of the Building other than the Premises or permit require any material alterations, installations, improvements, additions or other physical changes to be performed in or made to any portion of the Building or the Real Property other than the Premises, (iii) do not adversely affect any service required to be furnished by Landlord to any other tenant or occupant of the Building, (iv) do not adversely affect the proper functioning of any Building System, and (v) do not adversely affect or violate the certificate of occupancy for the Building or the Premises. Landlord shall not unreasonably withhold or delay its consent to Tenant's Initial Alterations.
(1) Prior to making any Alterations, including, without limitation, the Initial Alterations, Tenant shall (i) submit to Landlord reasonably detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord's approval of such plans and specifications (except with respect to any nonstructural Alteration referred to in Section 3.4 hereof for which Landlord's approval is not required), which, in the case of nonstructural Alterations which meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld or performance ofdelayed, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person approved by Landlord, which approval shall not be unreasonably withheld or delayed, and (iii) furnish to Landlord duplicate original policies or certificates thereof of worker's compensation (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain a certificate of occupancy and any other approvals with respect to such Alteration as shall be required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the last field set of plans and specifications (or marked shop drawings) for such Alterations, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person approved by Landlord, which approval shall not be unreasonably withheld or delayed. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, the Rules and Regulations, and all rules and regulations relating to Alterations promulgated by Landlord in its reasonable judgment. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment (other than Tenant's Property) shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. In addition, no Alteration at a cost for labor and materials (as reasonably estimated by Landlord's architect, engineer or contractor) in excess of One Hundred Fifty Thousand Dollars ($150,000), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be undertaken prior to Tenant's providing to Landlord such security as shall be reasonably satisfactory to Landlord or required by any Mortgagee or Lessor. If, as a result of any Alterations performed by Tenant, any alterations, installations, improvements, additions or other physical changes are required to be performed in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior made to any portion of the Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or other physical changes would not otherwise have had to be performed or made pursuant to the applicable Requirement(s) at such time, Landlord, at Tenant's sole cost and provided Tenant expense, may perform or make such alterations, installations, improvements, additions or other physical changes and take such actions as Landlord shall notify Landlord in writing deem reasonably necessary to comply with any such Requirements, and the amount of the nature security required pursuant to the preceding sentence shall include, in addition to the amounts set forth in the preceding sentence, an amount equal to the cost of such Decorative Alteration and alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord's architect, engineer or contractor. All Alterations requiring the contractors to consent of Landlord shall be performing performed only under the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions supervision of this Article 3. an independent licensed architect approved by Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent approval shall not be unreasonably withheldwithheld or delayed. Landlord hereby approves SCR Design Organization, Inc. as Tenant's architect for the Internal Alterations.
3.2 All (2) If Landlord shall fail to disapprove Tenant's final plans and specifications for any Alteration within ten (10) Business Days, or within five (5) Business Days (with respect to any resubmission of disapproved plans), after Landlord's receipt thereof (provided in each instance the same shall be of a scope and scale reasonably susceptible of review in such periods), Landlord shall be deemed to have approved such plans and specifications. Any disapproval given by Landlord shall be accompanied by a statement of the reasons for such disapproval. Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Any review or approval by Landlord of any plans and/or specifications or any preparation or design of any plans by Landlord's architect or engineer (or any architect or engineer designated by Landlord) with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the compliance thereof with any Requirements, the adequacy, correctness or efficiency thereof or otherwise. The granting by Landlord of its consent to any Alterations shall not be deemed to imply that Landlord's estate or interest in the Land and/or the Building may be subjected to any lien by any contractor, subcontractor, mechanic, materialmen, vendor or other supplier engaged by Tenant, directly or indirectly, in connection with such Alteration.
(C) Tenant shall be permitted to perform Alterations during the hours of 8:00 A.M. to 6:00 P.M. on Business Days, provided that such work shall not unreasonably interfere with or interrupt the operation and maintenance of the Building or unreasonably interfere with or interrupt the use and occupancy of the Building by other tenants in the Building. Otherwise, Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and performed at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions Tenant's Property installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon Tenant. Upon the Expiration Date or earlier end of the Term or any renewal thereofDate, Tenant shall be removed remove Tenant's Property from the Premises and, at Tenant's option, Tenant also may remove, at Tenant's cost and expense, all Alterations made by TenantTenant to the Premises, provided, however, in any case, that Tenant shall repair and restore in a good and workerlike manner to good condition any damage to the Premises or the Building caused by such removal removal. Notwithstanding the foregoing, however, Landlord, upon notice given at least thirty (30) days prior to Landlord’s the Fixed Expiration Date or upon such shorter notice as is reasonable satisfaction. For under the purposes circumstances upon the earlier expiration of this Section 3.2the Term, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. may require Tenant shall not be required to remove any Alteration other than Specialty Alterations designated Alterations, and to repair and restore in a good and workmanlike manner to good condition any damage to the Premises or the Building caused by Landlord as such at the time of granting its consentremoval.
3.3 Prior to making any (D) All Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval designed and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenantperformed, at Tenant’s 's sole cost and expense, shall obtain certificates of final approval of such Alteration required by any governmental contractors, subcontractors or quasi-governmental bodies and shall furnish mechanics approved by Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which approval shall not be unreasonably withheld or delayed) ). Prior to making any Alteration, including the Initial Alterations, Landlord shall furnish to Tenant, at Tenant's request, a list of contractors who may perform Alterations to the Premises on behalf of Tenant. Such list shall contain at least three (3) contractors per non-mechanical trade. Annexed hereto as Schedule -------- F and subcontractors (categorized by trade) which made a part hereof, is the list of contractors who may perform Alterations - to the Premises as of the Commencement Date. If Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. shall engage any contractor set forth on said list, Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, required to obtain Landlord's consent for such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. Ifcontractor unless, prior to or after the earlier of (a) entering into a contract with such contractor, and (b) the commencement of any Alterationwork by such contractor, there is a change in Landlord shall notify Tenant that such contractor has been removed from the contractors list. Notwithstanding the foregoing, with respect to Alterations which affect the Building Systems or subcontractorsstructural elements of the Building, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything use Landlord's designated contractor with respect to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinklerapplicable Building Systems or structural element, and the Building’s condenser or chilled water system shall be performedAlteration shall, in each case, solely at Tenant’s 's cost and expense, and only be designed by contractors charging commercially reasonable rates an engineer designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations .
(hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. E) Any mechanic’s 's lien filed against the Premises, Premises or the Real Property, Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten thirty (1030) business days thereafterafter Tenant shall have received notice thereof (or such shorter period if required by the terms of any Superior Lease or Mortgage), at Tenant’s 's expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, if such employment will would interfere or cause any labor conflict with other contractors, mechanics, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or othersother tenants. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketingconflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. Tenant shall at all times employ contractors, mechanics and laborers who in each instance are members of the applicable trade union.
3.5 All Section 3.2 Neither Landlord nor any managing agent of the Building ----------- shall receive any fee or compensation for reviewing any Tenant's plans and specifications for any Alteration or for inspecting any such Alteration. Tenant shall, however, reimburse Landlord for all reasonable out-of-pocket third party costs and expenses incurred by Landlord in connection with any Alterations performed by Tenant, which total costs and expenses shall not exceed $5,000 for the Initial Alterations.
Section 3.3 Upon the request of Tenant, Landlord, at Tenant's cost and ----------- expense, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in and to the Premises shall be done in a fashion such connection with any permitted Alteration (provided that the Premises provisions of the applicable Requirement shall require that Landlord join in such application) and the Building shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be in compliance with the requirements of Local Law 5 of 1973 of The City of New Yorkobligated to incur any cost or expense, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, attorneys' fees and disbursements, or suffer any requirements of liability in connection therewith.
Section 3.4 Anything contained in this Lease to the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord contrary ----------- notwithstanding, Landlord's consent shall not be responsible for required with respect to any damages nonstructural Alteration, provided that such Alteration meets the conditions set forth in clauses (i) through (vi) of Section 3.1(A) hereof; provided, however, that at least ten (10) days prior to Tenant’s fire control or detection devices nor shall Landlord have making any responsibility for the maintenance or replacement thereof. such nonstructural Alteration, Tenant shall submit to Landlord for Landlord’s approval all design informational purposes only the detailed plans and specifications for such Alteration, as required by Section 3.1(B)(1) (i) hereof, and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications any such Alteration shall otherwise be performed by in compliance with the provisions of this Article 3.
(A) Landlord at Tenant’s sole cost shall perform the work, and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In make the event a local panel is required to be installed ----------- installations, in the Premises designated as "Landlord's Work" on Schedule D ---------- annexed hereto and made a part hereof ("Landlord's Work"). ------------------
(B) Landlord shall reimburse Tenant for the costs incurred by Tenant in accordance with performing the foregoing provisions, work and making the installations in the Premises designated as "Tenant's Items" on Schedule D. Tenant shall utilize a contractor ---------- designated by Landlord in the performance of such local panel work. Such reimbursement shall be a type designated made by LandlordLandlord within fifteen (15) days following receipt by Landlord of an invoice for the work, together with evidence reasonably satisfactory to Landlord that the work was completed. At Tenant's option, in lieu of receiving reimbursement, Tenant may forward the invoice for the work to Landlord for direct payment to the contractor, provided that such invoice is accompanied by evidence reasonably satisfactory to Landlord that the work was completed.
Appears in 1 contract
Alterations. 3.1 Tenant 8.01 Except as otherwise expressly provided in this Lease, no alterations which would (a) materially affect the structure or utility and mechanical systems of the Building or other portions of the Premises, (b) have a use or nature inconsistent with the improvements as of the Commencement Date (by way of example, “Alterations” shall not make include converting lab space to office space and vice versa), or perform or permit (c) have a material adverse effect on the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about market value of the Premises (hereinafter by way of example, an Alteration that would, in fact, diminish the value of the Premises and is not permitted, under applicable law, to be removed or materially altered) (collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only made to the Premises by or on behalf of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant unless Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors first submit on each occasion a detailed description thereof to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance Landlord, together with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time material information reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlordrequested, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, thereto in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s requestwriting, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same consent not to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided . In the event that Landlord does not respond to Tenant’s request within fifteen (15) business days of Tenant’s requestdays, such written approval Landlord shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything have consented to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlordsuch Alterations. All Alterations shall be made by or on behalf of Tenant and performed all fixtures attached to or used in accordance connection with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, upon the completion or the Real Property, for work claimed to have been done for, installation thereof and if approved or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building deemed approved by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and (a) subject to the Premises remaining provisions of this Section 8.01, immediately shall be done in and become a fashion such that part of the Premises and the Building property of Landlord, without payment therefor by Landlord, and shall remain at the Premises (provided that nothing herein shall prevent Tenant from taking depreciation on or claiming an interest in Alterations made by Tenant) or (b) shall be in compliance with removed at the requirements cost of Local Law 5 Tenant before the expiration or sooner termination of 1973 of The City of New Yorkthis Lease, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by but only if such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements materially change the nature of the New York Board of Fire Underwriters) Building as a result of. Tenant’s manner of use it existed as of the Premises or the Alterations. Commencement Date and Landlord shall not be responsible for any damages expressly required such removal in Landlord’s written consent to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. such Alterations and, in such event, Tenant shall submit repair all damage to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s the Premises caused by the installation of said fire control or detection devicesand/or removal thereof. Notwithstanding the foregoing, (i) nothing herein shall preclude Tenant’s removal of Alterations should Tenant, at any time, determine to do so, and (ii) in no event may Landlord will determine what modificationsrequire the removal of office or lab Alterations whenever constructed, if any, materially consistent with the uses to be made of the Premises pursuant to this Lease.
8.02 In the event Landlord consents to the base building fire alarm system will be required as a result making of any such Alteration by Tenant’s fire control system and peripheral devices. Such modifications , the same shall be performed by Landlord made in accordance with all applicable laws and using a reputable, licensed contractor at Tenant’s sole cost and expense. All such fire control devices .
8.03 Notwithstanding the foregoing, without obtaining Landlord’s consent, Tenant shall be manufactured by a company designated by Landlord. In have the event a local panel is required right to be installed alter, modify or improve the Premises from time to time, provided, however, all “Alterations” must comply with Section 8.01 above; and Tenant shall have the right to install in the Premises trade fixtures required by Tenant in accordance with its business and at its option to remove such trade fixtures at any time prior to or upon expiration or earlier termination of this Lease; provided, however, that no such installation or removal shall impair the foregoing provisionsstructure of or systems or utilities for the Building or other portions of the Premises. Tenant shall repair and restore before the expiration or sooner termination of this Lease, any damage or injury to the Premises caused by the installation or removal of any such local panel trade fixtures.
8.04 For the avoidance of doubt, the provisions of Section 8 (inclusive of any removal and restoration obligations) shall be a type designated by Landlordnot apply to the Work.
Appears in 1 contract
Samples: Lease Agreement (Incyte Corp)
Alterations. 3.1 8.1 Permitted Alterations. After the Commencement Date, Tenant shall not make or perform or permit the making or performance ofany Alterations in, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, without the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which consent shall not be unreasonably withheld or delayed) a list ), except for Alterations not exceeding Ten Thousand Dollars ($10,000.00)in any calendar year. Notwithstanding the foregoing, without the prior written consent of the contractors and subcontractors Landlord (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which consent shall not be unreasonably withheld), conditioned in no event shall any Alterations (i) affect the exterior of the Building or delayedthe outside areas (or be visible from adjoining sites), provided within fifteen (15ii) business days affect or penetrate any of Tenant’s requestthe structural portions of the Building including, such written but not limited to, the roof, (iii) require any change to the basic floor plan of the Premises, any change to the structural or mechanical components of the Premises, or any governmental approval or permit as a prerequisite to the construction thereof, (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. All Alterations requiring Landlord's consent shall be constructed pursuant to plans and specifications previously provided to and, when applicable, approved in writing by Landlord, shall be installed by a licensed contractor at Tenant's sole expense in compliance with all Applicable Laws, and shall be accomplished in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date. No Hazardous Materials including, but not limited to, asbestos or asbestos-containing materials, shall be used by Tenant or Tenant's Agents in the construction of any Alterations permitted hereunder. Tenant shall, if reasonably required by Landlord, obtain and pay for, at its own expense, a completion and indemnity bond covering such work, the form and amount of which shall be subject to the approval of Landlord. All Alterations made by Tenant shall be and become the property of Landlord upon the installation thereof and shall not be deemed given, Tenant's Personal Property; provided, however, that Landlord may, at its option, require that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior upon the termination of this Lease, at Tenant's expense, remove any or all nonstructural Alterations installed by or on behalf of Tenant and return the Premises to or after commencement its condition as of any Alterationthe Commencement Date of this Lease, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list normal wear and the foregoing provisions shall be applicable theretotear excepted. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result any other provisions of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished tothis Lease, Tenant shall be discharged solely responsible for the maintenance, repair and replacement of any and all Alterations made by or on behalf of Tenant within ten (10including without limitation by Landlord on behalf of Tenant) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
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Alterations. 3.1 Tenant shall not make or perform or permit the making or performance ofinstall any signs, any alterations, installationsfixtures, improvements, nor make or permit any other alterations or additions or other physical changes in or about (individually, an "Alteration", and collectively, the "Alterations") to the Premises (hereinafter collectively called, without the “Alterations”) without Landlord’s prior written consentconsent of Landlord, providedexcept for any nonstructural Alteration that, howeveron a per project basis, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting costs less than Fifty Thousand Dollars ($50,000.00) and which are solely of a cosmetic does not affect the Building systems or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior structural integrity or structural components of the Building and provided Premises or the Building. In all events, Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same deliver at least thirty ten (3010) days prior notice to commencement Landlord, from the date Tenant intends to commence construction, sufficient to enable Landlord to post a Notice of Non-Responsibility and perform Tenant shall obtain all permits or other governmental approvals prior to commencing any of such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside deliver a copy of the Premises (“Non-Structural Alterations”), same to Landlord’s consent shall not be unreasonably withheld.
3.2 . All Alterations shall be done at Tenant's sole cost and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be installed by a licensed, insured, and bonded contractor (reasonably approved by Landlord) in compliance with all applicable lawsApplicable Requirements (including, but not limited to, the ADA), and all recorded matters ("Recorded Matters") and rules and regulations of the R&D Park. In addition, all work with respect to any Alterations must be done in a good and codesworkmanlike manner. Landlord's approval of any plans, at specifications or working drawings for Tenant’s sole cost and expense and 's Alterations shall not create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any Applicable Requirements. At the time of approval, if requested to do so by Tenant in writing at such times and time, Landlord will inform Tenant if Landlord requires Tenant to remove such Alteration upon termination or expiration of the Lease. In performing the work of any such Alterations, Tenant shall have the work performed in such a manner as not to obstruct access to the R&D Park, or the Common Areas for any other tenant of the R&D Park, and as not to obstruct the business of Landlord or other tenants in the R&D Park, or interfere with the labor force working in the R&D Park. As Additional Rent hereunder, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant's Alterations. If Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance, in an amount approved by Landlord and such other insurance as Landlord may from time to time reasonably designaterequire, All it being understood and agreed that all of such Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed insured by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal Lease immediately upon completion thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove keep the Premises and the property on which the Premises are situated free from any Alteration other than Specialty Alterations designated liens arising out of any work performed, materials furnished or obligations incurred by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days or on behalf of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) . Tenant shall, at prior to construction of any and all Alterations, cause its expense, obtain all permits, approvals and certificates contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by any governmental or quasi-governmental bodies Landlord, and furnish copies of the same Tenant shall provide such assurances to Landlord, and (iii) shall furnish to Landlord duplicate original policies including without limitation, waivers of worker’s compensation (covering all persons to be employed by Tenantlien, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such surety company performance bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to assure payment of the costs thereof to protect Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such workR&D Park from and against any loss from any mechanic's, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s materialmen's or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyliens.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
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Alterations. 3.1 (A) Tenant, upon notice to and coordination with Landlord, but without obtaining Landlord’s consent, may make Alterations which (x)(i) do not affect any structural or mechanical portion of the Building or Building Systems, (ii) do not require that a building permit be obtained, and (iii) are of a decorative nature such as painting, carpeting, wall covering, and the like and (y) when added with any other similar Alterations within the prior twelve month period, costs less than $75,000 in the aggregate (a “Decorative Alteration”). Tenant shall not make or perform or permit the making or performance of, to be made any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) Alterations without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld, conditioned or delayed, provided that (1) the outside appearance of the Building shall not be affected; (2) the strength of the Building shall not be affected; (3) the structural parts of the Building shall not be affected; (4) no part of the Building outside of the Premises shall be affected; and (5) the proper functioning of the Building Systems shall not be adversely affected and the use of such systems by Tenant shall not be increased beyond Tenant’s allocable portion of reserve capacity thereof, if any. Reference is made to Schedule B hereto, which contains the Building Rules and Building Standards for Alterations applicable to the Building, which is incorporated by reference in this Lease. Landlord reserves the right to make reasonable changes and additions thereto, that are generally applicable to all tenants of the Building; provided, however, that such changes or additions shall not conflict with the express provisions of this Lease.
3.2 All Alterations shall be done in compliance with all applicable laws(1) Prior to making any Alterations, regulations and codesTenant shall, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall other than with respect to Decorative Alterations, submit to Landlord six sets of blue lines of final, stamped and detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing mechanical and structural drawings) that comply with all Laws for each proposed Alteration Alteration, and Tenant shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which approval shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s requestwithheld, such written approval shall be deemed givenconditioned or delayed, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its Tenant’s expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same Government Authorities with respect to Landlordsuch Alterations, and (iii) shall furnish to Landlord duplicate original policies of certificates evidencing worker’s compensation insurance (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors subcontractors, in connection with such Alteration), ) and copies of Tenant’s policies of commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably requireapprove, naming Landlord and its agents agents, any Lessor and any Mortgagee, as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration Alterations required by any governmental or quasi-governmental bodies Government Authority (including the Landmarks Preservation Commission) and shall furnish Landlord with copies thereof, together with copies of the “as-built” plans and specifications for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by LandlordAlterations. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Laws and the Rules and Regulations (hereinafter defined); all Regulations. All materials and equipment to be incorporated in the Premises as a result of all any Alterations shall be new first quality and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or mortgage, title retention or security agreement. In addition, except for Decorative Alterations, any Alteration for which the cost of labor and materials (as estimated by Landlord’s architect, engineer or contractor) is in excess of Seventy-Five Thousand ($75,000.00) Dollars, shall be performed only under the supervision of a licensed architect reasonably satisfactory to Landlord.
(2) Landlord shall endeavor to respond to the proposed plans and specifications referred to in Section 6.1 (B)(1)(i) within ten (10) Business Days after submission (and within five (5) Business Days after any resubmission, if required), but Landlord shall have no liability to Tenant by reason of Landlord’s failure to respond within such time period. If Landlord shall fail to respond within such time period, however, Landlord’s approval of such plans and specifications shall be deemed granted, provided that Tenant shall have sent Landlord a second request for approval containing the following language in eighteen-point print: “THIS IS A SECOND REQUEST FOR APPROVAL OF THE PROPOSED PLANS AND SPECIFICATIONS. IF LANDLORD DOES NOT RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS, LANDLORD’S APPROVAL SHALL BE DEEMED GRANTED PURSUANT TO THE PROVISIONS OF THE LEASE” and Landlord shall have failed to respond within such time period. Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making reasonable revisions to the plans and specifications or supplying additional information. Any disapproval by Landlord shall specify its reasons for disapproval with sufficient specificity to enable Tenant to amend its plans and specifications. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Laws or otherwise.
(C) Except as otherwise provided in the Building Rules and Building Standards for Alterations, Tenant shall be permitted to perform Alterations during Operating Hours, provided that such work does not unreasonably interfere with or unreasonably interrupt the operation and maintenance of the Building or unreasonably interfere with or unreasonably interrupt the use and occupancy of the Building by other tenants in the Building; provided that Tenant shall not be entitled to have any construction material delivered, or any construction debris removed, during Operating Hours on Business Days, except as set forth in Section 28.1(B). Otherwise, Alterations shall be performed at Tenant’s expense and at such times and in such manner as Landlord may from time to time reasonably designate. All Alterations (but not Tenant’s Property) shall become a part of the Building and shall be Landlord’s property from and after the installation thereof and may not be removed or changed without Tenant’s compliance with the applicable provisions of this Article 6. Notwithstanding the foregoing, if on or before the date Landlord approves Tenant’s plans and specifications (or other documentation) for such Alterations, Landlord notifies Tenant that Landlord is reserving the right to require Tenant to remove any Alterations designated by Landlord as specialty Alterations (“Specialty Installations”) which shall be only those that exceed the customary standard types of alterations for general, executive and administrative business offices in Manhattan, then Landlord, prior to the Fixed Expiration Date or within 15 days after any earlier termination of this Lease, may require Tenant to remove such Specialty Installations and to repair and restore in a good and workmanlike manner to Building standard condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. Without limiting the foregoing, upon the Expiration Date or the earlier termination of the Term, Tenant shall be obligated to remove any wiring and cabling from the raceways and conduits located in the Premises and installed by Tenant. All Tenant’s Property shall remain the property of Tenant and, on or before the Expiration Date or earlier end of the Term, may be removed from the Premises by Tenant at Tenant’s option, provided, however, that Tenant shall repair and restore in a good and workmanlike manner to Building standard condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. The provisions of this Section 6.1(C) shall survive the expiration or earlier termination of this Lease.
(1) All Alterations shall be performed, at Tenant’s sole cost and expense (but subject to the Tenant Improvement Allowance), by contractors and subcontractors selected by Tenant and approved by Landlord and under the supervision of a construction or project manager selected by Tenant and approved by Landlord, which approval in any such cases shall not be unreasonably withheld, conditioned or delayed. Prior to making any Alteration, at Tenant’s request, Landlord shall furnish Tenant with a list of contractors who may perform Alterations to the Premises on behalf of Tenant. If Tenant shall enter into a contract with any contractor set forth on the list, within six months after Landlord shall furnish Tenant with such list, Tenant shall not be required to obtain Landlord’s consent to such contractor unless, prior to entering into a contract with such contractor or the commencement of work by the contractor, Landlord notifies Tenant that such contractor has been removed from the list.
(2) Notwithstanding the foregoing, with respect to any Alteration affecting the Class E Systems or security systems of the Building, (i) Tenant shall employ Landlord’s or the Manager’s designated contractor, and (ii) the Alteration shall, at Tenant’s reasonable expense, be designed by either Landlord’s or the Manager’s engineer. In addition, Landlord’s or the Manager’s designated expediter shall review any filings with, or other submissions to, applicable Government Authorities in connection with any of Tenant’s Alterations.
(1) Any mechanic’s lien filed against the Premises, Premises or the Real Property, Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be cancelled or discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing of the bond required by law. Notice is hereby given , within thirty (30) days after notice to Tenant that such lien shall have been filed, and Tenant shall indemnify and hold Landlord harmless from and against any and all costs, expenses, claims, losses or damages resulting therefrom by reason thereof.
(2) If Tenant shall fail to discharge such mechanic’s lien within the aforesaid period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be liable obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such mechanic’s lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances.
(3) Any amount paid by Landlord for any labor or materials furnished or to be furnished to Tenant upon credit, of the aforesaid charges and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest all reasonable expenses of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitationbut not limited to, reasonable attorneys’ fees and disbursements) incurred in defending any requirements such action, discharging said lien or in procuring the discharge of said lien, with interest on all such amounts at the New York Board maximum legal rate of Fire Underwritersinterest then chargeable to Tenant from the date of payment, shall be repaid by Tenant within thirty (30) as days after written demand therefor, and all amounts so repayable, together with such interest, shall be considered Additional Rent.
Section 6.2 (A) In the case of Alterations costing in excess of $75,000, Tenant shall pay to the Manager a result of. Tenant’s manner fee (the “Alteration Fee”) equal to $5,000 per month (prorated for a partial month) during the performance of use of the Premises or the such Alterations. Landlord Such Alteration Fee or any portion thereof shall not be responsible for any damages paid by Tenant to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devicesManager within five (5) Business Days after demand therefor. Notwithstanding the foregoing, Landlord will determine what modificationsTenant shall not be obligated to pay the Alteration Fee for any Alterations as to which Tenant has engaged Tristar Construction, if anySweet Construction or Corporate Interiors as the general contractor, so long as such selected entity is then authorized to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed perform work in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordBuilding.
Appears in 1 contract
Alterations. 3.1 Notwithstanding any provision in this Lease to the contrary, except for Permitted Alterations, Tenant shall not make or perform cause to be made any Alterations without the prior written consent and approval of Landlord, which consent and approval may be withheld, conditioned or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes delayed in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, sole and absolute discretion; provided, however, that that:
9.3.1.1. Landlord’s consent shall not be required for any Permitted Alterations consisting only (such that, by way of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”)example only, Landlord’s consent shall would be required for the installation of overhead ladder racks that are attached to the ceiling, but Landlord’s consent would not be unreasonably withheld.required for the installation of equipment which does not involve drilling into the floor or ceiling);
3.2 All Alterations 9.3.1.2. Tenant shall be done in compliance have the right, at its sole cost and expense and subject to Landlord’s approval of the plans and specifications therefor and the contractors who shall perform such work, to: (a) install its own security system (“Tenant’s Security System”) within the Datacenter Space and (b) to integrate Tenant’s Security System and management systems into Landlord’s Building security system and Building management systems; provided, further that: (i) Tenant shall furnish Landlord with a copy of all key codes, access cards and other entry means and ensure that Landlord shall have access to the Datacenter Space at all times, (ii) Tenant shall ensure that Tenant’s Security System shall comply with all applicable lawsLaws, regulations and codes(iii) in no event shall Landlord be liable for the malfunctioning of Tenant’s Security System, except in the event of gross negligence or willful misconduct on the part of Landlord or the Landlord Parties, and Tenant shall indemnify, defend and hold the Landlord Parties harmless from and against all Claims arising or relating thereto; and
9.3.1.3. Tenant shall give Landlord not less than seven (7) business days’ prior written notice before commencing any Alterations (including, but not limited to, any Permitted Alterations) so as to permit Landlord to post appropriate notices of non-responsibility. If reasonably required by Landlord within three (3) business days written notice prior to commencing any Alterations, Tenant shall also secure, prior to commencing any Alterations, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature completion and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is lien indemnity bond satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing for such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Wholesale Datacenter Lease (Box Inc)
Alterations. 3.1 (a) Tenant shall not may, at any time and from time to time during the term of this Lease, at its sole cost and expense, make or perform or permit the making or performance ofalterations, any alterationsadditions, installations, improvementssubstitutions, additions or other physical changes in or about the Premises improvements and decorations (hereinafter collectively calledcalled "Changes") in and to the Premises, excluding structural changes, on the “Alterations”following conditions, and providing such Changes will not result in a violation of or require a change in the Certificate of Occupancy applicable to the Premises:
(i) without Landlord’s prior written consentThe outside appearance, provided, however, that Landlord’s consent character or use of the Building shall not be required for Alterations consisting only affected, and no Changes shall weaken or impair the structural strength or, in the opinion of paintingLandlord, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from lessen the exterior value of the Building or create the potential for unusual expenses to be incurred upon the removal of Changes and provided Tenant shall notify Landlord in writing the restoration of the nature of such Decorative Alteration and Premises upon the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions termination of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Lease.
(ii) No part of the Building systems or space outside of the Premises shall be physically affected.
(“Non-Structural Alterations”)iii) The proper functioning of any of the mechanical, Landlord’s consent electrical, sanitary and other service systems or installations of the Building ("Service Facilities") shall not be unreasonably withheldadversely affected and there shall be no construction which might interfere with Landlord's free access to the Service Facilities or interfere with the moving of Landlord's equipment to or from the enclosures containing the Service Facilities.
3.2 (iv) In performing the work involved in making such Changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Paragraph.
(v) All Alterations work shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably may designate.
(vi) Tenant shall not be permitted to install and make part of the Premises any materials, All Alterations made and installed by Tenantfixtures or articles which are subject to liens, conditional sales contracts or chattel mortgages.
(vii) At the date upon which the term of this Lease shall end, or at Tenant’s expense, upon or in the Premises which are date of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term any earlier termination of this Lease, except that Landlord Tenant shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and on Landlord's written request restore the Premises to its original conditiontheir condition prior to the making of any Changes permitted by this Paragraph, ordinary reasonable wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Synon Corp)
Alterations. 3.1 A. Tenant shall not make make, or perform or permit the making or performance ofallow to be made, any alterations, installationsphysical additions, improvementsimprovements or partitions, additions including without limitation the attachment of any fixtures or other physical changes in equipment, in, about or about to the Premises (hereinafter collectively called, the “"Alterations”") without Landlord’s obtaining the prior written consentconsent of Landlord, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All withheld with respect to proposed Alterations shall be done in compliance which: (a) comply with all applicable lawsRegulations; (b) are, regulations in Landlord's reasonable opinion, compatible with the Building or the Project and codesits ---------- mechanical, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designateplumbing, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlordelectrical,heating/ventilation/air conditioning systems, and shall remain upon will not cause the Building or Project or such systems to be required to be modified to comply with any Regulations (including, without limitation, the Americans With Disabilities Act); and be surrendered (c) will not interfere with the Premises as a part thereof at the end use and occupancy of any other portion of the Term Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of this Leasethe foregoing, except that Landlord shall have the right of written consent for all plans and privilege at specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work, and may impose reasonable rules and regulations for contractors and subcontractors ---------- performing such work. Tenant shall also supply to Landlord grants its any documents and information reasonably requested by Landlord in connection with Landlord's consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all applicable Regulations and Paragraph 27 hereof. Tenant shall at Tenant's sole expense, perform any additional work required under applicable Regulations due to the Alterations hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant's obligations under this Paragraph 12, nor constitute any warranty or representation that the same complies with all applicable Regulations, for which Tenant shall at all times be solely responsible. Tenant shall reimburse Landlord for all reasonable out of pocket costs which Landlord ------------------------ may incur in connection with granting approval to designate Tenant for any such Alteration (but not Decorative Alterations Alterations, including any costs or expenses which Landlord may incur in electing to have outside architects and Non-Structural Alterations) as a “Specialty Alteration”engineers review said plans and specifications, which and shall be removed by Tenant at the end pay Landlord an administration fee of five percent of the Term and, in cost of the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Leaseas Additional Rent hereunder. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all such Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon until the Expiration Date expiration or earlier end termination of the Term or any renewal thereofthis Lease, at which time they shall be removed from and become the Premises by Tenant, property of Landlord; provided, however, that Landlord may, if Landlord has made predetermined request ------------------------------------------ (at the time of the approval of the installation), require that Tenant, at ------------------------------------------------- Tenant's expense, remove any or all Alterations made by Tenant and restore the Premises by the expiration or earlier termination of this Lease, to their condition existing prior to the construction of any such Alterations. All such removals and restoration shall repair be accomplished in a first-class and good and workmanlike manner so as not to cause any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfactionProject whatsoever. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive If Tenant fails to remove such Alterations or which Tenant's trade fixtures or furniture or other personal property, Landlord may keep and use them or remove any of them and cause them to be stored or sold in accordance with applicable law, at Tenant's sole expense. In addition to and wholly apart from Tenant's obligation to pay Tenant's Proportionate Share of Operating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of Alterations within the Premises, and on Tenant's interest pursuant to this Lease, or any increase in any of the foregoing based on such Alterations. To the extent that any such taxes are not typical for office use. separately assessed or billed to Tenant, Tenant shall not be required pay the amount thereof as invoiced to remove any Alteration other than Specialty Alterations designated Tenant by Landlord as such at Landlord. Notwithstanding the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallforegoing, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and 's option (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basisbut without obligation), all in such form, with such companies, or any portion of the Alterations shall be performed by Landlord for such periods Tenant's account and in such amounts as Landlord may reasonably require, naming Landlord Tenant shall pay Landlord's estimate of the cost thereof (including a reasonable charge for Landlord's overhead and its agents as additional insuredsprofit) prior to commencement of the work. In addition, at Landlord's election and notwithstanding the foregoing, however, Tenant agrees shall pay to reimburse Landlord the cost of removing any such Alterations and restoring the Premises to their original condition such cost to include a reasonable charge for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection 's overhead and profit as provided above, and such amount may be deducted from the Security Deposit or any other sums or amounts held by Landlord under this Lease.
B. In compliance with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten Paragraph 27 hereof, at least then (10) business days before beginning construction of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to give Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate written notice of the cost expected commencement date of performing such work, provided, however, that for any Alteration that is reasonably estimated construction to cost less than $2,000,000, in lieu of such security, Tenant may furnish permit Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in questionpost and record a notice or non-responsibility. Upon substantial completion of such Alterationconstruction, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration)if the law so provides, Tenant shall submit cause a timely notice of completion to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list recorded in the office of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation recorder of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave county in which the Building immediatelyis located.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 (1) Tenant shall not make or perform or permit the making or performance of(a) any changes, any alterations, installationsadditions, improvements, additions alterations or other physical changes in or about to the Premises (hereinafter collectively calledDemised Premises, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing Building or removing wall covering or carpeting and which are solely any portions thereof of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”Owner's consent, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which consent shall not be unreasonably withheld or delayed(b) a list any structural changes whatsoever or any changes whatsoever to any of the contractors systems therein or thereon without the prior written consent of Owner in each instance (referred to collectively as "Alterations" and subcontractors singly as an "Alteration") and in the event that Owner grants such consent, such Alteration shall be made in compliance with all Legal Requirements and performed in a manner and at such times as Owner reasonably designates and such Alterations or installations shall not, in any event, interfere with the use and operation of the Building by Owner or any tenant, occupant or user thereof. Without limiting the aforesaid, Tenant agrees that (categorized a) prior to any Alterations by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids the installation of any of Tenant's equipment in connection therewith. the Demised Premises, Tenant shall submit detailed plans and specifications of the planned Alteration or installation to Owner for Owner's approval, provided that in no event will Owner's approval of such plans be deemed a representation that they comply with applicable Legal Requirements, and will not commence cause interference with communication operations of Owner, or any Alteration until Landlord has tenant, user or occupant of the Building and any such Alterations shall be made only in accordance with the plans and specifications approved by Owner, (b) all contractors performing any Alterations, modification or maintenance work on behalf of Tenant’s proposed contractors Tenant at the Demised Premises or subcontractorsin the Building shall be subject to the prior written approval of Owner prior to the commencement of such work, which approval shall not be unreasonably withheld. In the event Owner or its agents employ any independent architect or engineer to examine any plans or specifications submitted by Tenant to Owner in connection with any proposed Alteration, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval Tenant agrees to pay to Owner a sum equal to any reasonable fees incurred by Owner in connection therewith. Nothing in this Lease shall be deemed givenconstrued in any way as constituting the consent or request of Owner, providedexpress or implied, howeverby inference or otherwise, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. Ifto any contractor, prior to subcontractor, laborer or after commencement material men, for the performance of any Alteration, there is a change in labor or the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections furnishing of any material for any specific Alteration to, and disconnections fromor repair of, the Demised Premises, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreementpart thereof. Any mechanic’s 's or other lien filed against the PremisesBuilding, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant or any person claiming through or under Tenant or based upon any act or omission or alleged act or omission of Tenant or any such person shall be discharged by Tenant within ten (10by bond or otherwise) business days thereafter, at Tenant’s 's sole cost and expense, within twenty (20) days after the filing of such lien.
(2) Owner agrees however that Tenant may, without Owner's prior consent, make any (a) merely decorative or cosmetic changes and (b) other non-structural Alterations in the Demised Premises the estimated aggregate cost of which shall not exceed the sum of TWENTY THOUSAND and 00/100 ($20,000.00) DOLLARS per annum and which shall not affect the electrical, plumbing and heating, ventilation and air conditions systems in the Building or any portion of the Building outside the Demised Premises.
(B) Under no circumstances shall Tenant be permitted to locate any telecommunications facilities in the telecommunications closets of the Building. With respect to Tenant's telecommunications facilities, (i) Tenant shall contract separately with all providers of Tenant's telecommunications facilities (each of which is referred to as a "Provider") and pay each Provider for all services provided by payment or filing it to Tenant, and (ii) each Provider shall use, exclusively, the bond required telecommunications cable distribution system in the Building designated by lawOwner and shall contract separately with the company providing cable distribution service in the Building (referred to as the "Telecommunications Cable Distribution Company") for the supply and maintenance of distribution cables. Notice is hereby given that Landlord The Provider and Tenant shall comply with all reasonable rules and regulations adopted by Owner and the Telecommunications Cable Distribution Company. Owner shall not be liable to Tenant or anyone claiming through or under Tenant for any labor damages, including, but not limited to, special, incidental, remote or materials furnished or to be furnished to Tenant upon creditconsequential damages, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, lost revenue, lost profits and additional operating or personnel expenses arising from any requirements acts, omissions or negligence of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of Provider and the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordTelecommunications Cable Distribution Company.
Appears in 1 contract
Samples: Lease (Netsmart Technologies Inc)
Alterations. 3.1 (a) Except as set forth in this PARAGRAPH 8 or in PARAGRAPH 12, Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvementschanges, additions replacements, additions, or other physical changes improvements (structural or otherwise) (each an "ALTERATION") in or about to the Premises (hereinafter collectively calledor any part thereof without the consent of Landlord; PROVIDED, the “Alterations”) without Landlord’s prior written consent, provided, howeverHOWEVER, that Landlord’s consent Landlord shall not be required for Alterations consisting only of paintingunreasonably withhold, installing condition or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior delay its consent to any of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other the structural, mechanical, electrical, hydraulic, plumbing, heating, ventilating or air conditioning systems serving either the Building systems or space outside of the Premises. All Alterations in the Premises (“Non-Structural Alterations”whether installed with or without Landlord's consent), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as the election of Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or remain in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term expiration of this LeaseLease without disturbance, except molestation or injury; FURTHER PROVIDED, HOWEVER, that Landlord any and all manufacturing items or other items of Tenant's personalty shall have the right remain Tenant's property and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at upon the end expiration or earlier termination of the Term and, Term. Should Landlord elect that Alterations made by Tenant in the event Premises be removed upon expiration or termination of service of such noticethis Lease, Tenant will, at Tenant’s own cost shall cause same to be removed and expense, remove the same in accordance with such request, to repair any damage caused thereby and restore the Premises at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the cost of such removal together with any and all damages which Landlord may suffer and sustain by reason of the failure of Tenant to remove the same and to repair and restore as set forth above. Tenant shall similarly restore any damage resulting from its original removal of its personal property.
(b) Landlord is delivering the Premises to Tenant in their "AS IS" condition, ordinary wear without any representation or warranty of any kind, express or implied, as to their condition and tear without any obligation to perform any work or to pay for any third party or Tenant to perform any work. By its execution of this Lease, Tenant acknowledges that it has inspected Building and casualty excepted; provided however thatthe Land and that they are in condition satisfactory to Tenant.
(c) All of Tenant's work shall be done by contractors acceptable to Landlord in its reasonable discretion. Alterations by Tenant, including any initial build-out, shall be coordinated with any work being performed by Landlord. As further conditions to Landlord's approval of any proposed Alterations or additions by Tenant which are to be made by a contractor, Tenant shall not be required cause the contractor(s) and subcontractor(s) to remove any Decorative Alterations or Non-Structural Alterations installed carry workmen's compensation insurance in accordance statutory amounts, builder's risk insurance and comprehensive public liability insurance with the terms limits as approved by Landlord, and Tenant shall deliver to Landlord certificates of this Leaseall such insurance. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, Tenant's work shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office useperformed in a first-class and lien-free manner. Tenant shall not be required to remove Landlord's agent for purposes of this work and Tenant shall be solely responsible for any Alteration other than Specialty Alterations designated by Landlord as such at the time mechanics' or materialmen's lien arising therefrom; Tenant shall pay, bond or otherwise release of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence record any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration lien within ten (10) business days after receiving notice of receipt of an invoice. Before commencing its existence.
(d) Tenant shall promptly pay for any work on done or material furnished in or about the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies Premises and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior not permit or suffer any lien to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees shall indemnify and save Landlord harmless from and against any loss, liability, cost, or expense which may be incurred by Landlord with respect to so notify any contractor performing work in the Premisessuch lien or claim of lien. Tenant shall notpromptly cause any such liens which have arisen by reason of any work claimed to have been undertaken by or through Tenant to be released by payment, at any time prior bond or otherwise within thirty (30) days after request by Landlord. Tenant shall have no authority or power, express or implied, to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere create or cause any conflict with other contractorslien, mechanicscharge, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event encumbrance of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of kind against the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereofBuilding. Tenant shall submit notify all of its contractors and materialmen in writing that any liens relating to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with any work ordered by Tenant shall attach to Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed 's leasehold estate in the Premises and shall not encumber Landlord's interest in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordPremises or the Building.
Appears in 1 contract
Samples: Lease Agreement (MPW Industrial Services Group Inc)
Alterations. 3.1 (a) Upon commencement of this Lease, Tenant shall not have the right to make or perform or permit the making or performance of, any alterations, installationsadditions, improvements, additions or installations and other physical changes in or about to the Premises which are described on Exhibit "C" hereto (hereinafter collectively called, the “Alterations”"Initial Tenant Improvements") without the consent of the Landlord’s , subject to clauses (1) through (6) in subparagraph 9(b), below. Except as permitted by subparagraphs 9(b) and 9(c), below, Tenant shall make no other alterations, additions, improvements, installations or other changes in or to the Premises without the prior written consentconsent of Landlord in each and every instance, which consent will not be unreasonably withheld.
(b) Tenant, from time to time during the term of this Lease, in accordance with subparagraph 9(c), below, may make such alterations, additions, substitutions and improvements to the Premises as Tenant may deem necessary or desirable to adapt the Premises or any part thereof for its purposes, provided, however, that Landlord’s consent that:
(1) such work shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from affect the exterior appearance or structure of the Building;
(2) the strength of the Building and provided the mechanical, electrical and plumbing services thereof are not adversely affected and the outside appearance of the Building is not changed;
(3) upon completion of the work Landlord is furnished with "as built" drawings;
(4) such alterations, additions, substitutions and improvements conform with the requirements of all insurance policies of the parties hereto, and with all applicable laws, statutes, ordinances, regulations and rules of all governmental authorities;
(5) the work be performed so as not to interfere with or impair the use and enjoyment of the Land and Building by Landlord and other tenants; and
(6) Tenant shall not permit to be placed any lien on the Premises, the Land or the Building and Tenant shall indemnify, defend and hold Landlord harmless from liens, claims and liabilities of every kind which may arise out of any additions, alterations, improvements and installations made by or at the instance of Tenant and from any costs and expenses incurred by Landlord as a result thereof.
(c) Prior to undertaking any alteration, addition, substitution or improvement to the Premises under Subparagraph 9(b), above, Tenant shall notify Landlord in writing of the nature proposed alteration, addition, substitution or improvement and provide copies of the proposed plans related thereto. For purposes hereof, all such proposed alterations, additions, substitutions or improvements shall be referred to herein as "Proposed Tenant Improvements." In the event that within fifteen (15) days following receipt of such Decorative Alteration notice Landlord shall notify Tenant in writing that Landlord has determined in good faith that the Proposed Tenant Improvements would not be in accordance with clauses (1), (2), (4) or (5), of subparagraph 9(b), above, then Tenant shall refrain from making the Proposed Tenant Improvements and Landlord and Tenant shall negotiate in good faith toward a modification of the contractors to be performing proposed Tenant Improvements. In the same at least event that the parties cannot resolve such dispute within thirty (30) days prior days, the dispute shall be submitted to commencement and perform such Decorative Alteration alternative dispute resolution in accordance with all other paragraph 46, below. In the event that the parties are able to resolve such a dispute or the dispute is finally determined in accordance with the alternative dispute resolution outlining paragraph 46 hereof, then Tenant shall make the alterations, additions, substitutions and improvements as agreed to by the parties or determined pursuant to such alternative dispute resolution in accordance with the plans as agreed to by the parties or determined pursuant to alternative dispute resolution. For purposes of this Lease, any improvements made by Tenant which comply with the provisions of this Article 3Subparagraph 9(c) shall be referred to as "Permitted Tenant Improvements." In addition, within fifteen (15) days following receipt of Tenant's notice of the Proposed Tenant Improvements, Landlord shall have the right to notify Tenant whether any of such proposed Tenant Improvements will need to be removed by Tenant upon termination of this Lease. Landlord’s consent For purposes hereof, any of such Proposed Tenant Improvements which become Permitted Tenant Improvements and as to Alterations may which Landlord has specified that such improvements will need to be withheld removed upon termination of this Lease, shall be referred to herein as the "Removable Improvements."
(d) Except for the Initial Tenant Improvements and any reason or for no reasonRemovable Improvements, providedall alterations, howeveradditions, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work substitutions and which do not affect any other Building systems or space outside improvements shall become a part of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term term of this Lease, except ; provided that Landlord Tenant shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (right, but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”the obligation, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations of the Initial Improvements or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniturePermitted Tenant Improvements (other than the Removable Improvements) and shall have the obligation to remove any other alterations, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be additions, substitutions or improvements made by Tenant at its own cost and expense prior to and during (including the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, Removable Improvements) provided further that Tenant shall repair any damage to the Premises or the Building caused occasioned by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlordremoval, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as default thereof Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, effect said repairs at Tenant’s 's expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Hk Systems Inc)
Alterations. 3.1 (A) Except as provided in Section 3.4 hereof, Tenant shall not make any Alterations without Landlord's prior consent. Landlord shall not unreasonably withhold, condition or perform delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the ground level outside of the Building, (ii) do not affect in any material and adverse respect any part of the Building other than the Premises or permit the making or performance of, require any alterations, installations, improvements, additions or other physical changes to be performed in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior made to any portion of the Building or the Real Property other than the Premises, (iii) do not affect in any material and provided adverse respect any service required to be furnished by Landlord to Tenant shall notify Landlord in writing or to any other tenant or occupant of the nature Building, (iv) do not affect in any material and adverse respect the proper functioning of such Decorative Alteration any Building System, (v) do not reduce the value or utility of the Building, and the contractors to be performing the same at least thirty (30vi) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing a change to the certificate of occupancy for the Building or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheldPremises.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural AlterationsB) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 (1) Prior to making any Alterations Alterations, including, without limitation, the Initial Alterations, Tenant shall (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written 's approval of such plans and specificationsspecifications (except with respect to any nonstructural Alteration referred to in Section 3.4 hereof for which Landlord's approval is not required), which, in the case of nonstructural Alterations which meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s requestwithheld, such written approval shall be deemed givenconditioned or delayed, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its Tenant's expense, obtain all permits, approvals and certificates required by any governmental Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord (it being understood that (x) the Person initially so designated by Landlord is Xxxxxxx Xxxxx & Associates ("CR&A"), and (y) Tenant shall not discharge CR&A unless CR&A's fees are not commercially competitive or quasi-governmental bodies and furnish copies of the same to LandlordTenant in good faith believes CR&A is not performing its services properly), and (iii) shall furnish to Landlord duplicate original policies or certificates thereof of worker’s 's compensation (covering all persons to be employed by Tenant, and Tenant’s 's contractors and subcontractors in connection with such Alteration), ) and general commercial general public liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk ) insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably requireapprove, naming Landlord and its agents agents, any Lessor and any Mortgagee, as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s 's expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies Governmental Authority and shall furnish Landlord with copies thereof, together with copies of “the "as-built” " plans and specifications for such Alteration.
3.4 Prior Alterations, it being agreed that all filings with Governmental Authorities to commencing any Alteration obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord (including a Decorative Alteration)it being understood that (x) the Person initially so designated by Landlord is CR&A, Tenant shall submit to Landlord for its approval and (which shall not be unreasonably withheld or delayedy) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors discharge CR&A unless CR&A's fees are not commercially competitive or subcontractors, which shall Tenant in good faith believes CR&A is not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlordperforming its services properly). All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord (unless Landlord's consent to the Alteration is not required), all Requirements, the Rules and Regulations (hereinafter defined); Regulations, and all rules and regulations relating to Alterations promulgated by Landlord in its reasonable judgment. The rules and regulations for Alterations that exist as of the date hereof are attached as Exhibit "D" and made a part hereof. Tenant shall not be required to comply with any new or revised rule or regulation promulgated by Landlord after the commencement of a particular Alteration if such new or revised rule or regulation has more than a de minimis effect on the design or performance of such Alteration. All materials and equipment to be incorporated in the Premises as a result of all any Alterations or a part thereof shall be new first quality and first quality; no such materials or equipment (other than Tenant's Property) shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the PremisesIf, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event as a result of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New YorkTenant, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, the Initial Alterations, any requirements alterations, installations, improvements, additions or other physical changes are required to be performed or made to any portion of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or the Alterations. Landlord shall other physical changes would not be responsible for any damages otherwise have had to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord or made pursuant to applicable Requirement(s) at such time, Landlord, at Tenant’s 's sole cost and expense, may perform or make such alterations, installations, improvements, additions or other physical changes and take such actions as Landlord shall deem reasonably necessary and Tenant, within five (5) days after demand therefor by Landlord, shall provide Landlord with such security as Landlord shall reasonably require, in an amount equal to the cost of such alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord's architect, engineer or contractor. All such fire control devices Alteration(s) requiring the consent of Landlord shall be manufactured by a company designated performed only under the supervision of an independent licensed architect approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. In Landlord hereby approves Tenant's use of Aplusi Design Corp. as Tenant's architect for the event a local panel is required to be installed in Initial Alterations and Xxxxx & Xxxxx Consulting Engineers, LLP as Tenant's mechanical engineer for the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordInitial Alterations.
Appears in 1 contract
Samples: Lease Agreement (Liveperson Inc)
Alterations. 3.1 Tenant 10.1. Lessee shall not not, without first obtaining Lessor’s written consent, make or perform perform, or permit the making or performance of, any alterations, installations, improvements, additions or and/or other physical changes in in, to or about upon the Building, interior or exterior, or the Premises or any portion thereof (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent), provided, however, that Landlord’s consent minor items of repair, adjustment and decoration not exceeding a cost of $50,000.00 for any one project (soft costs and hard costs together) shall not be required deemed “Alterations” for the purposes of this Lease, but only if such minor items of repair are strictly non-structural in nature.
10.2. Notwithstanding the obtaining of Lessor’s consent to any Alterations, all Alterations consisting only shall be made and performed at Lessee’s sole cost and expense. Further, it is agreed, stipulated and understood (i) that together with Lessee’s request for Lessor’s consent to any Alterations, Lessee shall submit to Lessor detailed plans and specifications and such other information with respect to the proposed Alterations as Lessor shall reasonably request, (ii) that Lessor shall be provided with reasonable opportunity to bid with respect to carrying out of paintingany Alterations, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”iii) so long as such Decorative that if the Alterations are not visible from the exterior to be carried out by Lessor, then Lessee shall deliver notice to Lessor of the Building name and provided Tenant shall notify Landlord in writing address of the nature of proposed contractor, and if Lessor objects to such Decorative Alteration and the contractors contractor carrying out Alterations to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises and can show reasonable grounds for such objection (“Non-Structural Alterations”), Landlord’s consent which shall not be unreasonably withheldsimply based upon professional competition) then Lessee shall not employ such contractor to carry out the Alterations in question.
3.2 All 10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or Certificates of Insurance evidencing) worker’s compensation insurance covering all persons employed by Lessee in connection with such Alterations, including those to be employed by all contractors and subcontractors and such policies shall be issued by companies, and shall be in form and amounts, reasonably satisfactory to Lessor and shall be maintained by Lessee or by the applicable contractors or subcontractors, as the case may be, until the completion of such Alterations. Lessee shall also furnish partial waivers of mechanics liens for all work performed and paid for in connection with such Alterations, and copies of all necessary Permits.
10.4. In the event that any mechanics or other lien or any notice of intention to file a lien is filed against the Premises in connection with any Alterations, Lessee shall promptly cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (60) days after receiving notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims, and demands (including reasonable counsel fee and disbursements) in connection with the commencement and prosecution of the foreclosure of any such mechanics or other lien. If Lessee shall fail to comply with the foregoing provisions, Lessor shall have the option (but not the obligation) of paying and discharging or bonding any such lien, the cost thereof to be payable by Lessee to Lessor within ten (10) days of receiving a xxxx therefor, as Additional Rent hereunder.
10.5. Notwithstanding Lessor’s approval of plans and specifications for any Alterations, all Alterations shall be done made and performed in full compliance with all applicable lawsLaws then in effect and all necessary Permits, regulations and codesall materials and equipment to be incorporated in the Building as a result of any Alterations shall be of a quality consistent with that existing at the date thereof. Lessor shall jointly sign any application made by Lessee for any building permit whether or not the work in question requires Lessor’s consent hereunder.
10.6. Approval by Lessor of any plans, at Tenantspecifications or selection of materials by Lessee in connection with any Alterations shall not constitute an assumption of any responsibility by Lessor of any kind, including (but not limited to) as to their accuracy or sufficiency. Lessee shall be solely responsible for such plans, specifications and the selection of materials. Lessee covenants and agrees to indemnify Lessor and hold Lessor harmless against and from any and all claims, costs, suits, damages and liability whatsoever arising out of or as a result of any Alterations performed by Lessee or by Lessee’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designatecontractors, subcontractors, agents or employees, including reasonable attorneys fees for the defense thereof.
10.7. All Alterations made and installed by Tenantany replacements therefor, whether temporary or at Tenant’s expensepermanent in character, upon or in the Premises which are of a permanent nature and which cannot be removed without damage made by Lessee pursuant to the Premises or Building provisions of this Section 10 (unless the same shall become and constitute Lessee’s Personalty pursuant to the provisions of Section 19.1 below) shall be the property of Landlord, Lessor immediately upon the installation of the same and shall remain upon and be surrendered with the Premises as a part thereof at the end expiration of the Initial Term or, if appropriate, the Renewal Term, without compensation to Lessee. Notwithstanding the foregoing, at the expiration of this Lease, except that Landlord the Initial Term or Renewal Term (as appropriate) Lessor shall have the right and privilege at the time Landlord grants its consent option to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant willrequire Lessee, at TenantLessee’s own sole cost and expense, remove the same in accordance with such request, and to restore the Premises to its original conditiontheir condition prior to the carrying out of such Alterations, ordinary wear and tear excepted, provided that it is agreed and casualty excepted; provided however that, Tenant understood that this option of Lessor shall not apply to Lessee’s Initial Work or Lessee’s Additional Work, and provided further that Lessor shall only be required permitted to remove any Decorative require such restoration in the event that Lessor made such a requirement an express condition of Lessor’s consent to such Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentsuch consent was granted.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Atmi Inc)
Alterations. 3.1 (a) Tenant shall not may, at its own expense, and without Landlord's prior consent, make or perform or permit the making or performance ofsuch changes, any alterations, installations, improvements, additions or other physical changes in or about improvements to the Premises (hereinafter collectively called"Alterations") and install such Tenant's Property in the Premises as will, in the “Alterations”judgment of Tenant, better adapt the same for its needs, provided that Tenant complies with the following provisions:
(i) without Landlord’s prior written consent, provided, however, that Landlord’s consent The Alterations shall not result in a violation of or require a change in any certificate of occupancy applicable to the Premises.
(ii) The outside appearance of the Premises shall not be required for materially adversely affected; in the reasonable judgment of Landlord and Tenant such Alterations consisting only of paintingshall not weaken or impair the structure, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from materially reduce the exterior value of the Building Premises.
(iii) The proper functioning of the building equipment shall not be materially adversely affected in the reasonable judgment of Landlord and provided Tenant.
(iv) At Landlord's request, Tenant shall submit to Landlord three (3) copies of final plans and specifications for the Alterations.
(v) Upon completion of any Alterations (other than decorations), Tenant shall upon Landlord's request deliver to Landlord three (3) copies of the "as-built" plans for such Alterations.
(vi) In the event that the cost of the Alteration exceeds Fifty Thousand Dollars ($50,000), Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days Alterations prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior (b) With respect to commencing any Alteration (including a Decorative AlterationAlterations that do not comply with Paragraphs 16(a)(i) through 16(a)(iii), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, must obtain Landlord's prior written consent which shall not be unreasonably withheld, conditioned delayed or delayedqualified.
(c) Tenant agrees that all Alterations shall at all times comply with all applicable Legal Requirements and that Tenant, provided at its expense, shall (i) obtain all necessary municipal and other governmental permits, authorizations, approvals and certificates for the construction of such Alterations, (ii) deliver a copy of such items to Landlord and (iii) cause all Alterations to be constructed in a good and workmanlike manner.
(d) Throughout the making of all Alterations (other than mere decorations), Tenant, at its expense, shall carry or cause its contractors to carry (i) workers' compensation insurance in statutory limits covering all persons employed in connection with such Alterations, and (ii) general commercial liability insurance covering any occurrence in or about the Premises in connection with such Alterations which complies with the requirements of Paragraph 20.
(e) Subject to the other terms of this Paragraph 16(e), Tenant shall indemnify Landlord against liability for any and all mechanics' and other liens filed in connection with the Alterations. Subject to the other terms of this Paragraph 16(e), Tenant, at its expense, shall procure the discharge of any such lien within ninety (90) days after the filing thereof against any part of the Premises. If Tenant fails to discharge or bond over any such lien within such ninety (90) day period, then, in addition to any other right or remedy, Landlord may, upon giving fifteen (15) business days of prior written notice to Tenant’s request, such written approval shall discharge the same either by paying the amount claimed to be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN due or by deposit or bonding proceedings if Tenant has not discharged the lien within the fifteen (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”day notice period provided herein. IfAny amount so paid by Landlord, prior and all costs and expenses incurred by Landlord in connection therewith, shall be payable by Tenant fifteen (15) days after written notice to Tenant.
(f) Subject to Paragraph 16(g) below and except for items constituting Tenant's Property, all Alterations and appurtenances attached to or after built into the Premises at the commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly whether or indirectly employnot at the expense of Tenant, and whether or permit the employment ofnot Landlord's consent is required (collectively "Fixtures"), any contractor, mechanic or laborer in shall be and remain a part of the Premises, whether shall be deemed the property of Landlord as of the date such Fixtures are completed, attached to or built into the Premises and shall not be removed by Tenant. Subject to the foregoing, Fixtures shall include electrical, plumbing, heating and sprinkling equipment, fixtures, outlets, venetian blinds, partitions, gates, doors, vaults, paneling, molding, shelving, radiator enclosures, cork, rubber, linoleum and composition floors, ventilating, silencing, air conditioning and cooling equipment, and all fixtures, equipment and appurtenances located on and used in the maintenance and operation of the Premises. Any Alterations which shall involve the removal of any Fixtures that are not outdated or obsolete shall be promptly replaced, at Tenant's expense and free of superior title, liens, security interests and claims, with like property, of at least equal quality and value. Under no circumstances, shall Tenant be required at any time to remove or restore (i) any Alterations that do not require Landlord's consent, (ii) any Alterations that do require Landlord's consent, unless Landlord, at the time it gives such consent, expressly requires in writing removal or restoration of such Alterations; or (iii) any partitions, flooring, floor covering, pipes, wires, conduits running through a floor, ceiling, or partition, provided these are cut off or capped in accordance with all applicable Legal Requirements.
(g) Notwithstanding anything contained in this Lease to the contrary, including without limitation, Paragraph 16(f), the following property ("Tenant's Property") shall be and remain the property of Tenant: (i) any and all fixtures, equipment and other property used in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of Tenant's business within the Building by LandlordPremises, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and including property that may be affixed to the Premises ; (ii) moveable laboratory equipment; and (iii) custom-made chemical hoods (if any) used in Tenant's laboratory work; and, (iv) all additional personal property owned or leased by Tenant. Tenant shall be done in a fashion such that have the right, at Tenant's option, to remove the Tenant's Property from the Premises and upon the Building shall be expiration or earlier termination of this Lease in compliance accordance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore this Paragraph 16 and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordParagraph 49.
Appears in 1 contract
Samples: Lease Agreement (Dt Industries Inc)
Alterations. 3.1 (a) Tenant may make or suffer to be made any non-structural alterations, additions or improvements in, on or to the Premises or any part thereof ("ALTERATIONS"), provided Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises Alterations which would (hereinafter collectively called, the “Alterations”i) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature reduce by more than $250,000 (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that determined with respect to non-structural each Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside project) the fair market value of the Premises (“Non-Structural Alterations”determined without regard to the existence of this Lease), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws(ii) create a hazardous or illegal condition or violate any Legal Requirements, regulations and codes(iii) change the intended use of the Premises from the use permitted under Paragraph 3, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time (iv) increase the risk of a violation of any Environmental Law or otherwise increase any environmental risk to time reasonably designatethe Premises, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or (v) result in the Premises which are rescinding or adverse modification of any waiver or stand-still agreement as to environmental compliance matters, zoning or any other Legal Requirements granted by any Governmental Authority, without, in each such case, submitting a permanent nature written request for and which cannot be removed without damage to obtaining the Premises or Building shall become and be the property prior written consent of Landlord, and shall remain upon and which consent may be surrendered with the Premises as a part thereof at the end withheld in Landlord's absolute discretion (Alterations described in any one or more of the Term foregoing clauses (i) -- (v) being referred to as "RESTRICTED ALTERATIONS"). Redecoration of the interior of the Premises, such as painting, wallpapering, replacement of light fixtures or floor covering, and installation or deinstallation of artworks shall not constitute Alterations for purposes of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that. Moreover, Tenant shall not be required to obtain the prior written consent of Landlord as to non-structural alterations consisting solely of the reconfiguration of offices, workstations, support spaces and common areas in the Premises which are not Restricted Alterations ("PERMITTED OFFICE RECONFIGURATIONS"). Without limitation of Landlord's right to withhold its consent to Restricted Alterations, (A) Landlord may withhold its consent if an Event of Default then exists and (B) any consent to the making of Restricted Alterations may be conditioned on the requirement that Tenant remove any Decorative such Restricted Alterations at the end of the Term (as it may be extended) and put the Premises back into its former condition, and repair any damage to the Premises caused thereby. In the event that the projected cost of any proposed Alterations (exclusive of Permitted Office Reconfigurations) exceeds $10,000,000, (i) Tenant shall not commence the work until and unless Landlord shall have approved plans and specifications for such Alterations, which approval shall not be unreasonably withheld or Non-Structural delayed, and (ii) upon Landlord's written request, Tenant shall submit the written opinion of an MAI appraiser reasonably acceptable to Landlord (or other evidence reasonably acceptable to Landlord) that the proposed Alterations installed in accordance with shall not reduce the terms fair market value of the Premises (determined without regard to the existence of this Lease) by more than $250,000. All furnitureIn the event Tenant makes any changes in or to any mechanical component of the Premises (for example, furnishings a portion of the HVAC system), Tenant shall install mechanical equipment of equal or greater quality, functionality and movable fixtures and partitions installed by Tenant and all utility. Notwithstanding anything in this Lease to the contrary, without Landlord's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), no Alterations in and shall be made to the Premises which may be made by Tenant at its own cost and expense prior that consist of (i) the construction of any new or additional buildings or major structures or material additions to and during or expansions of any existing Improvements, (ii) the Termdemolition of any Improvements or any material portions thereof, or (iii) the material modification of any renewal structural components of the Improvements.
(b) All Alterations shall be constructed in a good and workmanlike manner in compliance with all Legal Requirements. Tenant shall satisfy the following conditions in connection with all Alterations, including Permitted Office Reconfigurations:
(1) Tenant shall pay or cause to be paid the entire cost of such Alterations;
(2) Tenant shall take all necessary steps to prevent the imposition of liens against the Premises as a result of such Alterations;
(3) Tenant shall obtain and pay for all building, occupancy and other required permits and shall comply with all applicable Legal Requirements and deliver copies of all such permits to Landlord as soon as reasonably possible following issuance thereof;
(4) Tenant shall cause the construction of Alterations, once commenced, to be diligently pursued to completion;
(5) If the Alterations include any changes or new matter which would be shown on an updated ALTA/ACSM Class A Urban survey of the Premises (including Table A and other items customarily required by institutional lenders), then Tenant shall remain obtain and submit to Landlord, promptly following substantial completion of the Alterations, a revised ALTA/ACSM Class A Urban survey of the Premises certified, and in a form reasonably satisfactory, to Landlord;
(6) Except for Permitted Office Reconfigurations, Tenant shall provide Landlord with plans and any change orders for all Alterations as soon as reasonably possible following substantial completion of the Alterations; and
(7) If the Alterations, together with any other related Alterations or series of related Alterations are reasonably expected to cost in excess of $10,000,000 in the aggregate, Tenant shall provide to Landlord (i) a construction budget showing all "hard" and "soft" costs to be incurred in connection with all such Alterations, plus a reasonable contingency, and (ii) a proposed schedule of construction for the Alterations.
(c) Notwithstanding anything to the contrary stated in this Paragraph 11, in the event Tenant is required to make Alterations to the Premises in order to comply with any Legal Requirements, Tenant shall (to the maximum extent reasonably possible in compliance with all Legal Requirements) satisfy the conditions specified in clauses (1) through (7) of this Paragraph 11 with respect to such Alterations and make or cause to make such Alterations in the manner which will have the least negative impact on the market value of the Premises.
(d) Except as Landlord and Tenant otherwise agree in writing, all Alterations other than Severable Additions shall at once become a part of the realty and belong to Landlord. Severable Additions, movable furniture, furnishings, decorations, art work, trade fixtures and other personal property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall its sublessees may be removed from the Premises by Tenantupon or at any time prior to the expiration or earlier termination of this Lease, provided, however, provided that Tenant shall repair any damage to the Premises or the Building caused by resulting from such removal to Landlord’s reasonable satisfactionremoval. For the purposes of this Section 3.2Lease, “Specialty Alterations” the term "SEVERABLE ADDITIONS" shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything additions to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in Term which (1) are readily removable without causing more than de minimus damage to the Premises, whether in connection with any Alteration (2) will not reduce the value, useful life or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use utility of the Premises if removed, (3) are not required for lawful occupancy of the Premises, and (4) have been paid for by Tenant after the date of this Lease. The obligations of Tenant under this Paragraph 11 shall survive expiration or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation earlier termination of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordthis Lease.
Appears in 1 contract
Alterations. 3.1 (a) Tenant shall not make or perform or permit the making or performance of, suffer to be made any additional alterations, installations, improvements, additions or other physical changes in improvements ("Alterations") in, on or about to the Premises (hereinafter collectively called, or any part thereof without the “Alterations”) without Landlord’s prior written consentconsent of Landlord. Failure of Landlord to give its approval within fifteen (15) calendar days after receipt of Tenant's written request for approval shall constitute disapproval by Landlord. Any Alterations in, providedon or to the Premises, howeverexcept for Tenant's trade fixtures and movable furniture and equipment, that shall be the property of Tenant during the Term and shall become Landlord’s consent 's property at the end of the Term without compensation to Tenant. Landlord shall not be required for unreasonably withhold or delay its consent to Alterations consisting only that (i) do not materially affect the structure of paintingthe Building or its electrical, installing plumbing, HVAC, security or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature other systems, (“Decorative Alterations”ii) so long as such Decorative Alterations are not visible from the exterior of the Building Premises and provided Tenant shall notify Landlord in writing do not otherwise affect the exterior appearance of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty Building, (30iii) days prior to commencement and perform such Decorative Alteration in accordance are consistent with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which Tenant's Permitted Use hereunder; (iv) do not require electricalany application to a political jurisdiction for rezoning, plumbing general plan amendment, variance, conditional use permit or HVAC work architectural review approval, (v) will not interfere with the use and which occupancy of any other portion of the Project by Landlord or by any other tenants or occupants or their invitees, or by any other party with the right to use any portion of the Project, (vi) comply with any ground lease, CC&Rs (including without limitation the CC&Rs described in EXHIBIT C) and Mortgages, and (vii) do not adversely affect any other Building systems the value or space outside marketability of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld's reversionary interest upon termination or expiration of this Lease.
3.2 All (b) If Landlord consents to the making of any Alterations by Tenant, the same shall be done in compliance with all applicable laws, regulations and codesmade by Tenant, at Tenant’s 's sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such requestplans and specifications submitted by Tenant to Landlord concurrently with its request pursuant to Paragraph 6(a) and reasonably approved by Landlord, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations contractor or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed person selected by Tenant and all to make the same must first be reasonably approved in writing by Landlord. With respect to any Alterations in and to that affect the Premises which may structure of the Building, the Building Systems, or any portion of the Project outside the Premises, at Landlord's option the Alterations shall be made by Tenant at its own cost and expense prior to and during the TermLandlord, or any renewal thereofby a contractor specified by Landlord, shall remain the property of Tenant for Tenant's account and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for the cost thereof (including a reasonable charge for Landlord’s 's overhead) as an Additional Charge, within twenty (20) days after receipt of a statement from Landlord therefor.
(c) Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred by Landlord in connection with Landlord’s (or Landlord’s agents) the review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the AlterationAlterations made by Tenant, Tenant shall furnish including fees charged by Landlord's contractors or consultants to Landlord review plans and specifications, and such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which obligation shall be one hundred twenty (120%) percent of an Additional Charge. Landlord’s estimate of the cost of performing such work, provided, however, that for 's consent to any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which Alterations shall not be unreasonably withheld obligate Landlord to repair, maintain, insure or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use otherwise assume any responsibility or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line liability with respect to any such employmentAlteration. In addition, notwithstanding Landlord's review, Tenant and not Landlord shall be responsible for compliance of the Alterations, and Tenant does notplans and specifications therefor, within 24 hours with all applicable Laws, and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control omissions or detection devices nor shall Landlord have any responsibility for errors therein.
(d) Upon the maintenance expiration or replacement thereof. sooner termination of the Term, Tenant shall submit to Landlord for upon demand by Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Landlord's election either (i) at Tenant’s 's sole cost and expense. All such fire control devices shall be manufactured , forthwith and with all due diligence remove any Alterations made by a company or for the account of Tenant, designated by Landlord. In the event a local panel is required Landlord to be installed in removed (provided, however, that upon the written request of Tenant prior to installation of such Alterations, Landlord shall advise Tenant at that time whether or not such Alterations must be removed upon the expiration or sooner termination of this Lease), and restore the Premises in accordance with to substantially its original condition as of the foregoing provisionsCommencement Date, such local panel shall be a type designated by Landlordsubject to normal wear and tear and the rights and obligations of Tenant concerning casualty damage pursuant to Paragraph 20 or (ii) pay Landlord the reasonable estimated cost thereof.
Appears in 1 contract
Samples: Lease Agreement (Harmonic Inc)
Alterations. 3.1 Tenant TENANT may not, without the prior written consent of LANDLORD (which consent shall not unreasonably be withheld), make or perform or permit the making or performance of, any alterations, installationsimprovements or additions to the leased property, or any substitutions or replacements for any improvements on the leased property, or construct any additional improvements. (To the extent that LANDLORD is not reasonably restricted or prohibited from undertaking to cooperate in additional mortgage financing for additions and improvements to the premises, additions or other physical changes LANDLORD shall cooperate with TENANT in or about effecting such financing.) Nevertheless, TENANT may without LANDLORD's consent - make interior, non-structural alterations, provided that (a) the Premises (hereinafter collectively called, market value of the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent leased property shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting lessened by such alterations and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent its usefulness shall not be unreasonably withheld.
3.2 All Alterations impaired; (b) the alterations shall be done performed in a good and workmanlike manner; (c) the alterations shall be expeditiously completed in compliance with all applicable lawsgovernmental regulations; (d) all work performed in connection with such alterations shall comply with the requirements of all insurance policies on the leased property and with the orders, rules and regulations of the board of fire underwriters having jurisdiction or any other body exercising similar functions; (e) TENANT shall promptly pay all costs and codesexpenses of such alterations, at Tenant’s sole cost shall obtain, in advance of the commencement of such work, waivers of all mechanics' and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlordmaterial men's liens, and shall remain upon and be surrendered with promptly discharge all liens filed against the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed leased property by Tenant at the end of the Term and, in the event of service reason of such notice, Tenant will, at Tenant’s own cost work; (f) TENANT shall procure and expense, remove the same pay for any and all permits and licenses required in accordance connection with such requestalterations, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies body; (g) the alterations shall be made under the supervision of a qualified architect or engineer; and furnish copies (h) the alterations shall conform to all regulations and requirements of mortgagees of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies leased property and/or providers of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, grants or loans for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insuredsthe improvement thereof. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alterationalterations to the leased property, there is TENANT shall deliver to LANDLORD a change in brief description of the contractors work, an original waiver or subcontractors, Tenant waivers of mechanics' liens and a copy of any building permit or permits required by governmental regulations (which permit or permits LANDLORD shall submit a new or supplemental list reasonably cooperate with TENANT -- and the foregoing provisions at TENANT's sole expense thereof -- to obtain). All alterations and improvements shall be applicable theretothe property of LANDLORD and may not be removed by TENANT at the expiration or earlier termination of this Lease. Notwithstanding anything All equipment installed by TENANT whether or not "fixed" to the contrary contained hereinpremises and including but not limited to furniture, connections tofurnishings, (and disconnections fromnot a part of improvements made by LANDLORD under Section 5.03, whether affixed to the Building’s fire safety systemleased property or not), the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely the sole property of TENANT. TENANT shall remove same before the termination of the Lease at Tenant’s expense, TENANT's sole expense and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations TENANT shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable pay LANDLORD for any labor and all damages resulting from the installation, location, removal or materials furnished or failure to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyremove said equipment.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 11.2.1 The Tenant shall not make any alterations or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about to the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent except as Permitted by clause 11.2.
11.2.2 The Tenant shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from make internal structural alterations to the exterior of the Building and provided Premises.
11.2.3 The Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to not make internal non-structural Alterations alterations or additions which do will or may affect any of the Service Media or any plant or machinery (or any other services or systems) at the Premises or the Building without the consent of the Landlord, such [omitted] reasonably withheld or delayed.
11.2.4 The Tenant shall not require electricalmake other internal, plumbing or HVAC work non-structural alterations without the consent of the Landlord, unless the Tenant shall have notified the Landlord of its intention to carry out any such works at least three weeks before it intends to begin the works and which shall have demonstrated td the Landlord’s reasonable satisfaction that they do not affect any other Building systems or space outside of the Premises Service Media. In relation to any such works which the Tenant affects, it shall carry them out:
(“Non-Structural Alterations”)a) and complete them in a good and workmanlike manner, with new and good quality materials fit for the purpose for which they are required and so as to be free from defects and without using or permitting the use of any material or substance which, at the time of use, does not conform to all relevant British and European standards and codes of practice or which is generally known to the United Kingdom building industry at the time of use to be deleterious to health and safety or to the durability of the works in the particular circumstances in which it is used;
(b) in accordance in all respects with all relevant legislation and the terms of any consents which are required for the works;
(c) in a manner so as to cause as little inconvenience and annoyance as reasonably possible to the Landlord, any superior landlord and the other occupiers of the Building;
(d) so as not to result in the Premises, or any other part of the Building becoming unsafe; and
(e) at its sale risk, and the Tenant shall make good to the Landlord’s consent satisfaction any damage arising out of, or incidental to, the carrying out or completion of the works and shall not be unreasonably withheldprovide the Landlord with a set of as-built drawings as soon as reasonably practicable after completion of the alterations or additions.
3.2 All Alterations 11.2.5 Subject to clause 11.4 the Tenant shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as if reasonably required by the Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at on reasonable notice before the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and additions made to the Premises which may be made (and make good any damage caused by Tenant at its own cost and expense prior that removal to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end reasonable satisfaction of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent).
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
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Samples: Lease (GAIN Capital Holdings, Inc.)
Alterations. 3.1 (a) In addition to any Restoration, Tenant may, at its sole expense and without Landlord’s consent, perform Alterations to the Improvements which do not constitute a Material Alteration; provided, however, in no event may Tenant make Alterations that (i) are inconsistent with Tenant’s permitted use of the Leased Property, (ii) materially and adversely affect the structural elements of the Improvements or the Building Systems, (iii) materially and adversely affect the useful life of the Improvements, (iv) materially change the exterior appearance of the Building, or (v) materially diminish the quality of finishes in the main ground floor lobby area, elevator lobby areas, stairways, visitor/guest bathrooms or elevator cabs. Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) Material Alteration without Landlord’s prior written consent, provided, however, that Landlord’s which consent shall may not be unreasonably withheld, delayed or conditioned.
(b) Before making any Alterations, Tenant shall obtain, at its sole cost, all necessary Permits required to perform the proposed Alterations and at least five (5) Business Days before commencing work shall deliver copies of all such Permits to Landlord, together with plans and specifications for such work (except that no such plans and specifications shall be required to be delivered to Landlord for any minor or cosmetic Alterations, including changing any interior wall and floor coverings if plans are not required for permitting for such Alterations). Tenant shall diligently construct and complete all Alterations consisting only (i) in a good and workmanlike manner using a quality of paintingmaterial and workmanship at least as good as the original work or installation of the Improvements or Building Systems, installing or removing wall covering or carpeting and which are solely as the case may be, (ii) in the case of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration Material Alteration, substantially in accordance with all the plans and specifications approved by Landlord, and in the case of any other provisions Alteration (except any minor or cosmetic Alterations, including changing any interior wall and floor coverings if plans are not required for permitting for such Alterations), substantially in accordance with the plans and specifications delivered to Landlord, (iii) free of Liens, and (iv) within a commercially reasonable period, accounting for the scope and nature of the Alteration. Upon substantial completion of any Alterations, Tenant shall provide Landlord with evidence of Tenant’s compliance with the requirements of this Article 3Section 16(b). Once substantially completed, an Alteration shall become part of the Improvements for all purposes under this Lease.
(c) Any and all Alterations (whether temporary or permanent in character) which are constructed, installed or otherwise made by or on behalf of Tenant at Tenant’s cost shall be the property of Tenant, except those Alterations inextricably integrated with the Building or the Building Systems, which shall be the property of Tenant until the expiration or sooner termination of this Lease and shall thereupon become the property of Landlord. At the end of the Term, Tenant may elect to leave at the Leased Property the Tenant Improvements (and replacements of the Tenant Improvements) and any subsequent Alterations thereto that consist of customary office and/or laboratory Alterations (including, without limitation, fixed office partitions, carpeting, ceiling grids, lighting and cabling installed by Tenant) and office/laboratory-related Alterations that would not reasonably require an extraordinary cost (or damage to the Leased Property) to remove. Any other Alterations shall be removed at Tenant’s expense and the Leased Property restored to the condition as existed prior to such installation, unless with respect to any such Alteration, Tenant requests Landlord’s consent to such Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of remaining in place either at the Premises (“Non-Structural Alterations”), time Tenant requests Landlord’s consent shall not to the installation of such Alteration, or at the time Landlord is advised by Tenant of its intention to install an Alteration and delivers the applicable plans and specifications to Landlord, as applicable, and Landlord consents in writing to such Alterations remaining in place. At Lease expiration or termination, all furniture, movable trade fixtures and equipment (including telephone, security and communication equipment, other than system wiring and cabling) shall, at Landlord’s option, be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codesremoved by Tenant, at Tenant’s sole cost and expense expense, and such removal shall be accomplished in a good and workmanlike manner so as not to damage the Building, and any damage shall be repaired at Tenant’s cost and expense. If Tenant fails to remove any items required to be removed pursuant to this Section 16(c), such times and in such manner as Landlord may from time items shall be deemed to time reasonably designate, All Alterations made and installed have been abandoned by Tenant, or at Tenant’s expense, upon or in Landlord may do so and the Premises which are of a permanent nature reasonable costs and which cannot expenses thereof shall be removed without damage to the Premises or Building shall become and be the property of Landlord, deemed Additional Rent hereunder and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed reimbursed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval receipt of an invoice therefor from Landlord.
(d) The Trade Fixtures are and shall be deemed given, provided, however, that remain Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallProperty. Tenant may, at its expenseown cost, obtain all permitsat any time before the termination of this Lease, approvals install or place or reinstall or replace upon or remove from the Leased Property any such Trade Fixtures, so long as Tenant repairs any damage to the Leased Property caused by such installation, placement, reinstallation, replacement or removal. No Trade Fixtures shall become Landlord’s property, except to the extent they are not removed by Tenant and certificates required by any governmental or quasi-governmental bodies deemed abandoned and furnish copies of the same Landlord elects to Landlordretain them, and (iii) shall furnish except to the extent Landlord duplicate original policies of worker’s compensation (covering all persons to be employed acquires an interest in such Trade Fixtures by Tenant, and Tenant’s contractors and subcontractors legal process in connection with such Alteration), commercial general liability insurance a judgment obtained against Tenant following an Event of Default.
(including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for e) All Alterations shall be performed by Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (Contractor, or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, another qualified contractor selected by Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to approved by Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final which approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event Tenant elects to engage a contractor other than Landlord’s Contractor for any Alterations, Tenant shall provide to Landlord a copy of any such interference other contractor’s bid or conflict or if any union establishes a picket line with respect to such employmentproposal, and Tenant does not, if such Alterations consist of customary office and office-related Alterations only (and not any specialized work in Tenant’s reasonable opinion) and if within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand seven (7) days of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation ’s receipt of such additional fire control bid or detection devices as may be required by applicable governmental proposal Landlord’s Contractor submits a bid or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements proposal that meets all of the New York Board terms of Fire Underwriters) as a result of. Tenantsuch other contractor’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. bid, Tenant shall submit to Landlord for accept such Landlord’s approval Contractor’s bid which meets all design specifications and requirements prepared in connection with Tenantof such other contractor’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlordterms. In the event Tenant does not utilize Landlord’s Contractor for installation of any Alterations, Tenant shall pay to Landlord only the reasonable third-party review costs incurred by a local panel is required third-party on Landlord’s behalf to be review the plans and specifications and inspect the Alterations to confirm that they are installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordTenant’s obligations under this Lease with respect to Alterations.
Appears in 1 contract
Alterations. 3.1 (a) The Tenant shall not:
(i) demolish the Premises or do anything which would or might damage or injure them or divide them up or merge them with any other property;
(ii) make any external alterations or additions to or do anything which would change the external appearance of the Premises;
(iii) make any structural alterations or additions to the Premises; or
(iv) erect any new structure on or make any other alteration or addition to the Premises; except in accordance with the following provisions.
(b) The Tenant shall not be permitted to make or perform or permit the making or performance of, any structural alterations, installationsadditions, improvements, additions demolish or other physical changes in or about change the external appearance of the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of other than in relation to either the Building and provided Improvement Works or the Capital Premises Works.
(c) The Tenant shall notify Landlord in writing of be entitled to make internal non structural alterations or additions to the nature of such Decorative Alteration Premises and the contractors to be performing the same at least thirty put up, take down and alter internal free- standing partitions:
(30i) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect or prejudice the Landlord's rights under any other Building systems or space outside warranties as to the design and construction of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.or anything in them;
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by which do not affect or interfere with any governmental Services or quasi-governmental bodies and furnish copies of Service Media in the same to Landlord, and Premises;
(iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review the consent of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of ; in which case the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen comply with the following obligations.
(15d) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after Before commencement of any Alterationof the works referred to in clause (c) above, there is the Tenant shall:
(i) obtain an Approved Set of Drawings from the Landlord and supply the Landlord with a change duplicate set of those drawings;
(ii) notify the Landlord in writing of the full reinstatement cost of anything which the Tenant will be installing in the contractors Premises which may be or subcontractorsbecome the property of the Landlord;
(iii) enter into such covenants as the Landlord shall reasonably require with regard to the execution of the work and the reinstatement of the Premises;
(iv) obtain all necessary consents for the work, under any Enactment;
(v) notify the Landlord in writing of its intention to commence the work so that the Landlord may notify its insurers;
(vi) make a written declaration that the Tenant is the sole client for the purposes of the Construction Regulations;
(vii) provide the Landlord with a copy of that declaration and the acknowledgement of it from the Health and Safety Executive; and
(viii) provide any security which the Landlord reasonably requires to enable the Landlord to reinstate the Premises or to complete any work which the Tenant starts but does not finish.
(e) The Tenant shall submit a new or supplemental list use all reasonable endeavours to start and finish such work within such time frame as the foregoing provisions Landlord and Tenant shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, agree acting reasonably and disconnections from, the Building’s fire safety system, the Building’s sprinkler, shall carry out and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed complete that work in accordance with the Rules Approved Set of Drawings and Regulations all the other provisions of this lease.
(hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, f) The Tenant shall be discharged by Tenant within ten notify the Landlord, immediately and in writing, on completion of such work.
(10g) business days thereafter, at Tenant’s expense, by payment or filing Neither the bond required by law. Notice is hereby given that Landlord nor its advisers shall not be liable for the design or execution of any labor alterations or materials furnished additions made by the Tenant, even though they may have approved the drawings for them or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect supervised their execution.
(h) Where the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work has reasonably required in the Premises. giving of its consent in accordance with sub-clause 6.8 (d) (iii) the Tenant shall not, at remove any time prior to alterations or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order additions from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of restore the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required condition as a result evidenced by the Schedule of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Condition, unless the Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In gives the event a local panel is required Tenant written permission not to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlorddo so.
Appears in 1 contract
Samples: Lease Agreement
Alterations. 3.1 Tenant shall Lessee agrees not make or to make, perform or permit conduct or cause to be made, performed or conducted any major construction, alterations or renovation to any Private Improvements or Ancillary Improvements to or on the making Amended Leased Property, without the prior written consent of the General Manager and without obtaining such building permits, other permits and licenses as required by law. Lessee shall barricade and secure any unsafe area pending such construction, alteration or performance ofrenovation. Lessee shall keep the Amended Leased Property, the Private Improvements and the Ancillary Improvements and any alterationsother improvements free and clear of any and all claims attaching to real property, installations, improvements, additions liens or other physical changes in or about the Premises encumbrances (hereinafter collectively calledreferred to as "liens" or "encumbrances") in any way arising out of any construction, alteration, renovation or use by Lessee and will remove any such claims, liens or encumbrances in a timely manner. Any construction, renovation or alterations to improvements on the “Alterations”) without Landlord’s prior written consentAmended Leased Property, providedother than those constituting what would be defined by law as personal property, however, that Landlord’s consent shall become a part of the Amended Leased Property upon completion and shall not be required for Alterations consisting only removed, but shall remain with the Amended Leased Property at the termination, non-renewal, cancellation or expiration of paintingthis Amended and Restated Lease. Notwithstanding the preceding sentence, installing any equipment or removing wall covering personal property owned by Lessee which are not permanently attached or carpeting affixed to any real property and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot can be removed without damage to damaging the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereofreal property, shall remain the property of Tenant Lessee and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall may be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modificationsLessee, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordtimely.
Appears in 1 contract
Samples: Lease Agreement
Alterations. 3.1 (a) Tenant may make or suffer to be made any non-structural alterations, additions or improvements in, on or to the Premises or any part thereof ("ALTERATIONS"), provided Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises Alterations which would (hereinafter collectively called, the “Alterations”i) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature reduce by more than $250,000 (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that determined with respect to non-structural each Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside project) the fair market value of the Premises (“Non-Structural Alterations”determined without regard to the existence of this Lease), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws(ii) create a hazardous or illegal condition or violate any Legal Requirements, regulations and codes(iii) change the intended use of the Premises from the use permitted under Paragraph 3, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time (iv) increase the risk of a violation of any Environmental Law or otherwise increase any environmental risk to time reasonably designatethe Premises, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or (v) result in the Premises which are rescinding or adverse modification of any waiver or stand-still agreement as to environmental compliance matters, zoning or any other Legal Requirements granted by any Governmental Authority, without, in each such case, submitting a permanent nature written request for and which cannot be removed without damage to obtaining the Premises or Building shall become and be the property prior written consent of Landlord, and shall remain upon and which consent may be surrendered with the Premises as a part thereof at the end withheld in Landlord's absolute discretion (Alterations described in any one or more of the Term foregoing clauses (i) - (v) being referred to as "RESTRICTED ALTERATIONS"). Redecoration of the interior of the Premises, such as painting, wallpapering, replacement of light fixtures or floor covering, and installation or deinstallation of artworks shall not constitute Alterations for purposes of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that. Moreover, Tenant shall not be required to obtain the prior written consent of Landlord as to non-structural alterations consisting solely of the reconfiguration of offices, workstations, support spaces and common areas in the Premises which are not Restricted Alterations ("PERMITTED OFFICE RECONFIGURATIONS"). Without limitation of Landlord's right to withhold its consent to Restricted Alterations, (A) Landlord may withhold its consent if an Event of Default then exists and (B) any consent to the making of Restricted Alterations may be conditioned on the requirement that Tenant remove any Decorative such Restricted Alterations at the end of the Term (as it may be extended) and put the Premises back into its former condition, and repair any damage to the Premises caused thereby. In the event that the projected cost of any proposed Alterations (exclusive of Permitted Office Reconfigurations) exceeds $10,000,000, (i) Tenant shall not commence the work until and unless Landlord shall have approved plans and specifications for such Alterations, which approval shall not be unreasonably withheld or Non-Structural delayed, and (ii) upon Landlord's written request, Tenant shall submit the written opinion of an MAI appraiser reasonably acceptable to Landlord (or other evidence reasonably acceptable to Landlord) that the proposed Alterations installed in accordance with shall not reduce the terms fair market value of the Premises (determined without regard to the existence of this Lease) by more than $250,000. All furnitureIn the event Tenant makes any changes in or to any mechanical component of the Premises (for example, furnishings a portion of the HVAC system), Tenant shall install mechanical equipment of equal or greater quality, functionality and movable fixtures and partitions installed by Tenant and all utility. Notwithstanding anything in this Lease to the contrary, without Landlord's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), no Alterations in and shall be made to the Premises which may be made by Tenant at its own cost and expense prior that consist of (i) the construction of any new or additional buildings or major structures or material additions to and during or expansions of any existing Improvements, (ii) the Termdemolition of any Improvements or any material portions thereof, or (iii) the material modification of any renewal structural components of the Improvements.
(b) All Alterations shall be constructed in a good and workmanlike manner in compliance with all Legal Requirements. Tenant shall satisfy the following conditions in connection with all Alterations, including Permitted Office Reconfigurations:
(1) Tenant shall pay or cause to be paid the entire cost of such Alterations;
(2) Tenant shall take all necessary steps to prevent the imposition of liens against the Premises as a result of such Alterations;
(3) Tenant shall obtain and pay for all building, occupancy and other required permits and shall comply with all applicable Legal Requirements and deliver copies of all such permits to Landlord as soon as reasonably possible following issuance thereof;
(4) Tenant shall cause the construction of Alterations, once commenced, to be diligently pursued to completion;
(5) If the Alterations include any changes or new matter which would be shown on an updated ALTA/ACSM Class A Urban survey of the Premises (including Table A and other items customarily required by institutional lenders), then Tenant shall remain obtain and submit to Landlord, promptly following substantial completion of the Alterations, a revised ALTA/ACSM Class A Urban survey of the Premises certified, and in a form reasonably satisfactory, to Landlord;
(6) Except for Permitted Office Reconfigurations, Tenant shall provide Landlord with plans and any change orders for all Alterations as soon as reasonably possible following substantial completion of the Alterations; and
(7) If the Alterations, together with any other related Alterations or series of related Alterations are reasonably expected to cost in excess of $10,000,000 in the aggregate, Tenant shall provide to Landlord (i) a construction budget showing all "hard" and "soft" costs to be incurred in connection with all such Alterations, plus a reasonable contingency, and (ii) a proposed schedule of construction for the Alterations.
(c) Notwithstanding anything to the contrary stated in this Paragraph 11, in the event Tenant is required to make Alterations to the Premises in order to comply with any Legal Requirements, Tenant shall (to the maximum extent reasonably possible in compliance with all Legal Requirements) satisfy the conditions specified in clauses (1) through (7) of this Paragraph 11 with respect to such Alterations and make or cause to make such Alterations in the manner which will have the least negative impact on the market value of the Premises.
(d) Except as Landlord and Tenant otherwise agree in writing, all Alterations other than Severable Additions shall at once become a part of the realty and belong to Landlord. Severable Additions, movable furniture, furnishings, decorations, art work, trade fixtures and other personal property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall its sublessees may be removed from the Premises by Tenantupon or at any time prior to the expiration or earlier termination of this Lease, provided, however, provided that Tenant shall repair any damage to the Premises or the Building caused by resulting from such removal to Landlord’s reasonable satisfactionremoval. For the purposes of this Section 3.2Lease, “Specialty Alterations” the term "SEVERABLE ADDITIONS" shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything additions to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in Term which (1) are readily removable without causing more than de minimus damage to the Premises, whether in connection with any Alteration (2) will not reduce the value, useful life or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use utility of the Premises if removed, (3) are not required for lawful occupancy of the Premises, and (4) have been paid for by Tenant after the date of this Lease. The obligations of Tenant under this Paragraph 11 shall survive expiration or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation earlier termination of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordthis Lease.
Appears in 1 contract
Samples: Lease Agreement (Radioshack Corp)
Alterations. 3.1 Tenant The Licensor consents to Licensee carrying out the Works. The Licensee shall not make carry out any alterations or perform or permit additions to the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about Property (except the Premises (hereinafter collectively called, the “Alterations”Works) without Landlord’s the prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval Licensor (which shall not be unreasonably withheld or delayed) a list delayed in respect of internal non-structural alterations that do not adversely affect the structure and fabric of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain Property or the Service Media). The Licensee is under no obligation to carry out the Works, but if it does carry out the Works then the Licensee agrees to carry out and complete the Works: in a legend stating good and workmanlike manner, with good quality materials fit for the purpose for which they are required; in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change accordance in the contractors or subcontractors, Tenant shall submit a new or supplemental list all respects with all relevant legislation and the foregoing provisions shall be applicable thereto. Notwithstanding anything terms of all consents which have been notified to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed Licensee; in accordance with the Rules requirements of the insurers of the Property which have been notified to the Licensee; without using or permitting the use of any material or substance which, at the time of use, does not conform with all relevant British and Regulations (hereinafter defined); all materials European standards and equipment codes of practice or which is generally known to the United Kingdom building industry at the time of use to be incorporated deleterious to health and safety or to the durability of the Works in the Premises as a result particular circumstances in which it is used; to the reasonable satisfaction of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in Licensor and to the Premisessatisfaction of the insurers of the Property, any competent authority and Tenant agrees any other person whose consent to or approval of the Works is required; in a manner so notify as to cause as little nuisance as reasonably possible to the Licensor and to the owners and occupiers of any contractor performing work adjoining or neighbouring property; so as not to result in the PremisesProperty any adjoining or neighbouring property becoming unsafe; and at the Licensee’s sole risk. Tenant The Licensee shall notmake good to the Licensor’s satisfaction any damage arising out of or incidental to the carrying out or completion of the Works. On completion of the Works, at the Licensee’s obligations shall apply to the Property in its then altered state. The Licensee agrees for the purposes of the Construction (Design and Management) Regulations 2015 to be treated as the only client in relation to the Works and shall comply in all respects with such regulations to the extent that they may apply to the Works. At the end of the Licence Period (howsoever determined), the Licensee shall remove the Works and reinstate the Property to the layout and condition before the carrying out of the Works (as evidenced by the Schedule of Condition) and shall make good any time prior damage caused by such removal and reinstatement to or during the Termsatisfaction of the Licensor. The Licensee accepts the Property in its present condition as evidenced by the Schedule of Condition. The Licensee agrees and undertakes: to keep the Property clean, directly or indirectly employ, or permit tidy and clear of rubbish and to properly dispose of all clinical and medical waste; to maintain the employment of, any contractor, mechanic or laborer Property in the Premises, whether same state of repair and decorative condition it is in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in as at the construction, maintenance or operation date of this Licence as evidenced by the Schedule of Condition; and at the end of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict Licence Period to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done Property in a fashion such that the Premises clean and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore tidy condition and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises otherwise in accordance with the foregoing provisionsLicensee’s obligations in clause 5.7 and this clause 6 and to remove the Licensee's furniture equipment and goods from the Property. Nothing in this clause 6 shall require the Licensee to maintain the structure and fabric of the Property save to the extent that: such repair or maintenance is necessitated as a consequence of the use of the Property during the Licence Period or the acts or omissions of the Licensee or other authorised occupier or their respective employees, agents or contractors or others for whom they are responsible in law; or the Property is damaged by any risk which the Licensor has insured against and such local panel insured risk damage has been caused by, or payment of any insurance money is refused as a consequence of, the acts or omissions of the Licensee or other authorised occupier or their respective employee, agents or contractors or others for whom they are responsible in law. If reasonably required having regard to the nature of the Property, the Permitted Use and appropriate guidance, then at the end of the Licence Period the Licensee shall be a type designated clean and disinfect the Property to the standards set out in the appropriate guidance for the disinfection of healthcare environments potentially contaminated with Covid 19 as issued by Landlordthe ECDC (European Centre for Disease Prevention and Control) and / or the NHS in its Health Building Notes and Health Technical Memoranda applicable, and in both cases or such equivalent ECDC guidance or NHS Standards as apply to such cleaning, disinfection and decontamination at the time it is carried out.
Appears in 1 contract
Samples: Licence to Occupy
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about improvements to the Premises (hereinafter collectively called, without the “Alterations”) without Landlord’s prior written consent, provided, however, that consent of Landlord’s consent . Landlord shall not be required for Alterations consisting only to notify Tenant of paintingwhether it consents to any alteration, installing addition or removing wall covering or carpeting improvements until it (a) has received plans and specifications therefor which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior sufficiently detailed to allow construction of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors work depicted thereon to be performing performed in a good and workmanlike manner, and (b) has had five (5) business days to review them. If the same at least thirty (30) days prior alteration, addition or improvement will affect the Building's Structure, HVAC System, or mechanical, electrical, or plumbing systems, then the plans and specifications therefor must be prepared by a licensed engineer reasonably acceptable to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3Landlord. Landlord’s consent to Alterations may be withheld for 's approval of any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work plans and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent specifications shall not be unreasonably withheld.
3.2 All Alterations a representation that the plans or the work depicted thereon will comply with law or be adequate for any purpose, but shall merely be done in compliance with all applicable lawsLandlord's consent to performance of the work. Upon completion of any alteration, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenantaddition, or at Tenant’s expenseimprovement, upon Tenant shall deliver to Landlord accurate, reproducible as-built plans therefor. Tenant may erect shelves, bins, machinery and trade fixtures provided that such items (1) do not alter the basic character of the Premises; (2) do not overload or in damage the Premises which are of a permanent nature same; and which cannot (3) may be removed without damage to the Premises or Building shall become and be the property of LandlordPremises. Unless Landlord specifies in writing otherwise, all alterations, additions, and improvements shall remain upon and be surrendered with Landlord's property when installed in the Premises. All work performed by a Tenant Party in the Premises as a part thereof at (including that relating to the end installations, repair, replacement, or removal of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterationsitem) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules Law and Regulations (hereinafter defined); all materials with Landlord's specifications and equipment to be incorporated requirements, in the Premises as a result of all Alterations shall be new good and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon creditworkmanlike manner, and that no mechanic’s so as not to damage or other lien for any such labor alter the Building's Structure or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall notbe responsible for compliance with American With Disabilities Act of 1990 for the interior, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in non-structural portions of the Premises, whether Landlord shall be responsible for compliance with the American With Disabilities Act of 1990 relative to the Building's Structure, unless such compliance is required solely in connection with any Alteration or otherwise, ifa Tenant alteration of the Building, in Landlord’s sole discretion, which case such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises compliance shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord's responsibility.
Appears in 1 contract
Alterations. 3.1 Tenant shall not Lessee may make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about improvements to the Premises Premises, including any Lessee Work identified on attached Exhibit C (hereinafter collectively called, the “Alterations”) without Landlord’s ), only with the prior written consentconsent of Landlord, providedwhich, howeverwith respect to Alterations not affecting the structural components of the Premises or utility systems therein, shall not be unreasonably withheld, conditioned, or delayed. Landlord shall have thirty (30) days in which to respond to Lessee’s request for any Alterations so long as such request includes the name of Lessee’s contractors and reasonably detailed plans and specifications therefore. The term “Alterations” shall not include the installation of shelves, movable partitions, Lessee’s equipment, and trade fixtures that may be performed without damaging existing improvements or the structural integrity of the Premises and Landlord’s consent shall not be required for Alterations consisting only Lessee’s installation or removal of painting, installing or removing wall covering or carpeting those items. Lessee shall perform all work at Lessee’s expense and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable lawslaws and shall complete all Alterations in accordance with plans and specifications approved by Landlord, regulations and codesusing contractors approved by Landlord. Lessee shall pay, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenantwhen due, or furnish a bond for payment, all claims for labor or materials furnished to or for Lessee at Tenant’s expense, upon or for use in the Premises Premises, which claims are of a permanent nature and which cannot or may be removed without damage to secured by any mechanics’ or materialmens’ liens against the Premises or Building any interest therein. Lessee shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof remove all Alterations at the end of the Term of this Lease, except that Lease term unless Landlord shall have the right and privilege conditioned its consent upon Lessee leaving a specified Alteration at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term andPremises, in the event of service of which case Lessee shall not remove such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such requestAlteration, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant it shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Leasebecome Landlord’s property. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, Lessee shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall immediately repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
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Samples: Lease Agreement
Alterations. 3.1 Tenant shall not install any signs, fixtures, Improvements, nor make or perform permit any other alterations or permit the making or performance ofadditions (individually, any alterationsan “Alteration”, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively calledand collectively, the “Alterations”) to the Premises which Alterations exceed $25,000 per calendar year, without Landlord’s the prior written consentconsent of Landlord, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 , provided, however Tenant shall make no Alterations which will affect the building systems or the structural integrity or structural components of the Premises or the Building. If any such Alteration is expressly permitted by Landlord, Tenant shall deliver at least ten (10) days prior notice to Landlord, from the date Tenant intends to commence construction, sufficient to enable Landlord to post a Notice of Non-Responsibility. In all events, Tenant shall obtain all permits or other governmental approvals prior to commencing any of such work and deliver a copy of same to Landlord. All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing which have been previously submitted to and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring approved in writing by Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors , and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed giveninstalled by a licensed, providedinsured (and bonded, howeverat Landlord’s option) contractor (reasonably approved by Landlord) in compliance with all applicable Laws (including, that Tenant’s notice requesting but not limited to, the ADA), Development Documents, Recorded Matters, and Rules and Regulations. In addition, all work with respect to any Alternations must be done in a good and workmanlike manner. Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alterationplans, there is a change in specifications or working drawings for Tenant’s Alterations shall not create nor impose any responsibility or liability on the contractors part of Landlord for their completeness, design sufficiency, or subcontractorscompliance with any laws, ordinances, rules and regulations of governmental agencies or authorities. In performing the work of any such Alterations, Tenant shall submit have the work performed in such a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything manner as not to obstruct access to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the PremisesProject, or the Real PropertyCommon Areas for any other tenant of the Project, for work claimed and as not to have been done forobstruct the business of Landlord or other tenants in the Project, or materials claimed to have been furnished tointerfere with the labor force working in the Project. As Additional Rent hereunder, Tenant shall be discharged by Tenant reimburse Landlord, within ten (10) business days thereafterafter demand, at Tenant’s expensefor actual reasonable legal, engineering, architectural, planning and other expenses incurred by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation Alterations. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require, it being understood and agreed that all of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications such Alterations shall be performed insured by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises Tenant in accordance with Section 12 of this Lease immediately upon completion thereof. Tenant shall keep the foregoing provisionsPremises and the property on which the Premises are situated free from any liens arising out of any work performed, such local panel shall be a type designated materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to construction of any and all Alterations, cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and Tenant shall provide such assurances to Landlord, including without limitation, waivers of lien, surety company performance bonds as Landlord shall require to assure payment of the costs thereof to protect Landlord and the Project from and against any loss from any mechanic’s, materialmen’s or other liens.
Appears in 1 contract
Alterations. 3.1 (a) Tenant shall not make or perform make, suffer or permit the making or performance of, to be made any alterations, installations, improvements, additions or other physical changes in improvements to or about of the Premises or any part thereof, or remove any portion of the Premises which is affixed thereto, or attach any fixtures or equipment thereto (hereinafter collectively calledcollectively, the “"Alterations”) "), without first obtaining Landlord’s prior 's written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations withheld or delayed and which consent shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed requested by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which canTenant not be removed without damage less than fifteen (15) business days prior to the Premises commencement of any such work. If Landlord fails to approve or Building shall become and be the property of Landlorddisapprove Tenant's request within such fifteen (15) business day period, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall be deemed to have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with approved such request, but only if such request contained a statement in at least 10 point type, in all capital letters, to such effect which references this Section. Notwithstanding the foregoing, the construction of the Tenant Improvements (as defined in the Work Letter) shall be governed by the terms of the Work Letter and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furnitureSection 12.
(b) Landlord may impose, furnishings and movable fixtures and partitions installed by as a condition of its consent to all Alterations, such reasonable requirements as Landlord deems desirable, including, but not limited to: (i) the requirement that upon Landlord's request, made at the time such consent is given, Tenant and all shall, at Tenant's expense, remove such Alterations in and to upon the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, expiration or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end early termination of the Lease Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall and repair any damage to the Premises or the and Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” removal; and/or (ii) shallthe requirement that Tenant utilize for such purposes only contractors, at its expensematerials, obtain all permits, approvals mechanics and certificates required materialmen selected by any governmental or quasi-governmental bodies Tenant and furnish copies of the same to approved by Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, ; provided, however, that Tenant’s notice requesting in any event, a contractor of Landlord’s approval 's selection shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. Ifperform all mechanical, prior to or after commencement of any Alterationelectrical, there is a change in the contractors or subcontractorsplumbing, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections tostructural, and disconnections fromheating, the Building’s fire safety system, the Building’s sprinkler, ventilation and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devicesair conditioning work. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result extent any Alterations would materially affect the Building Systems, the exterior appearance of Tenant’s fire control system and peripheral devices. Such modifications the Building or any structural component of the Building, such Alterations shall be performed subject to Landlord's consent in the exercise of its sole discretion; to the extent such Alterations would merely affect the Building Systems, but not materially, Tenant shall observe reasonable rules relating thereto established by Landlord Landlord. Tenant shall construct such Alterations and perform any repairs which Tenant is obligated to perform hereunder at Tenant’s sole 's cost and expensein conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Building is located, in conformance with Landlord's construction rules and regulations. Landlord's approval of the plans, specifications and working drawings for Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. Tenant shall cause all work to be performed in such fire control devices shall be manufactured by a company designated by Landlordmanner as not to obstruct access to the Building or Project or the common areas for any other tenant of the Project, and as not to obstruct the business of Landlord or other tenants in the Project, or unreasonably interfere with the labor force working on the Project. In the event that Tenant makes any Alterations, in excess of $10,000; Tenant agrees to carry "Builder's Special Form" insurance in an amount reasonably approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Section 15 immediately upon completion thereof. In addition, for Alterations costing in excess of $75,000, Landlord may, in its discretion, require Tenant to obtain a local panel is required lien and completion bond or some alternate form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be installed recorded in the Premises office of the Recorder of the county in which the Building is located in accordance with Section 3093 of the foregoing provisionsCivil Code of the State of California or any successor statute, and Tenant shall deliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations and, if available, such local panel drawings in "CAD" format.
(c) All Alterations which may be installed or placed in or about the Premises, and all signs installed in, on or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become the property of Landlord, other than trade fixtures and equipment which may be removed without material damage to Premises. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations to the extent required under this Lease, then as a type designated matter which shall survive termination of this Lease, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any Alterations by Tenant or at Tenant's behest.
(d) Notwithstanding anything contained in this Section 12 to the contrary, Tenant shall have the right, without Landlord's consent but upon at least fifteen (I 5) days' prior written notice to Landlord, to make non-structural Alterations to the Premises which do not materially affect Building Systems or the exterior appearance of the Building provided that the cost of such Alterations does not exceed Fifty Thousand Dollars ($50,000) in any calendar year.
Appears in 1 contract
Samples: Lease (Digital Island Inc)
Alterations. 3.1 (a) Tenant may make or suffer to be made any non-structural alterations, additions or improvements in, on or to the Premises or any part thereof (“Alterations”), provided Tenant shall not make any Alterations which would (i) cost more than $100,000 (as determined with respect to each Alterations project), (ii) create a hazardous or perform illegal condition or permit violate any Legal Requirements, (iii) change the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about intended use of the Premises from the use permitted under Paragraph 3, or (hereinafter collectively callediv) increase the risk of a violation of any Environmental Law or otherwise increase any environmental risk to the Premises, or (v) result in the “Alterations”) without Landlord’s modification of any mechanical system, without, in each such case, submitting a written request for and obtaining the prior written consentconsent of Landlord, provided, however, that Landlord’s which consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for in Landlord reasonable discretion (Alterations described in any reason one or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside more of the Premises foregoing clauses (i) – (v) being referred to as “Non-Structural Restricted Alterations.”)) Redecoration of the interior of the Premises, Landlord’s consent such as painting, wallpapering, replacement of light fixtures or floor covering and installation or deinstallation of artworks shall not be unreasonably withheld.
3.2 All constitute Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term for purposes of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that. Moreover, Tenant shall not be required to remove any Decorative Alterations or Nonobtain the prior written consent of Landlord as to non-Structural Alterations installed structural alterations consisting solely of the reconfiguration of offices, workstations, support spaces and common areas in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may are not Restricted Alterations.
(b) All Alterations shall be made by constructed in a good and workmanlike manner in compliance with all Legal Requirements.
(c) Except as Landlord and Tenant otherwise agree in writing, all Alterations other than Severable Additions (as defined below) shall at its own cost once become a part of the realty and expense prior belong to Landlord. Severable Additions, moveable furniture, furnishings, decorations, art work, trade fixtures and during the Term, or any renewal thereof, shall remain the other personal property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall its sublessees may be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises upon or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to the expiration or during the Termearlier termination of this Lease, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.provided
Appears in 1 contract
Samples: Lease (Radioshack Corp)
Alterations. 3.1 Tenant (a) Borrower, at its sole cost and expense, shall have the right from time to time to perform Alterations, subject in all cases to the further provisions of this Section and to all other applicable provisions of this Agreement.
(b) Borrower may not make make, or perform or permit the making or performance ofallow to be made, any alterations, installations, improvements, additions or other physical changes in or about Supervised Alteration to the Premises (hereinafter collectively called, the “Alterations”) Property without Landlordobtaining GECC’s prior written consent, provided, however, that Landlord’s consent .
(c) All Supervised Alterations shall not be required for Alterations consisting only made (i) under the supervision of painting, installing an architect or removing wall covering or carpeting engineer selected by Borrower and which are solely of a cosmetic or decorative nature approved by GECC; (“Decorative Alterations”ii) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with detailed plans and specifications prepared by such architect or engineer; and (iii) pursuant to a contract therefor approved by GECC between Tenant and a general contractor engaged by Tenant which incorporates such plans and specifications. Copies of all other provisions of this Article 3. Landlordsuch plans and specifications shall be delivered by Borrower to GECC and shall be subject to GECC’s consent to Alterations may prior approval.
(d) No Alteration shall be withheld for any reason made except in compliance with, and Borrower hereby covenants that it will comply with or for no reasoncause compliance with, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside each of the Premises following provisions:
(“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 i) All Alterations shall be done made with reasonable diligence and dispatch (subject to Unavoidable Delays) in compliance a first class manner and with all applicable laws, regulations first class materials and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentworkmanship.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallBefore any Alteration has begun, Borrower shall procure, at its expense, obtain or cause to be procured, all necessary licenses, permits, approvals and certificates required by any governmental or quasi-governmental bodies authorizations from all Governmental Authorities for such Alteration and furnish copies of the same shall, on demand, deliver photocopies thereof to Landlord, and GECC.
(iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed completed in accordance with all governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of governmental authorities (including Environmental Laws) affecting either Borrower or the Rules Property or any portion of or the construction, ownership, use, alteration or operation of, or any portion of any Property (whether now or hereafter enacted and Regulations in force), and all permits, licenses and authorizations and regulations relating thereto and insurance requirements under this Agreement.
(hereinafter defined); all materials and equipment iv) No Alteration shall create any encroachment upon any street, easement, setback line or open yard requirement or upon any adjacent premises.
(v) To the extent that any Alteration materially alters the footprint of any of the Improvements, Borrower shall deliver to GECC a copy of a final survey of the Property, certified to GECC, showing the completed Alteration.
(vi) No Alteration shall be incorporated made which would in the Premises as a result opinion of all GECC render title to the Property or any part thereof unmarketable.
(vii) No Alteration shall be performed which would tie in or connect any building or structure on the Property with any other building or structure located outside the boundary lines of the Property without the prior written consent of GECC.
(viii) All Alterations shall be new performed in compliance with any and first quality; no such materials all restrictive or equipment protective covenants affecting the Property.
(ix) All expenses of GECC incurred by reason of the Alteration in question shall be subject to reimbursed by Borrower, upon demand.
(e) Nothing contained in this Agreement shall constitute any lienconsent or request by GECC, encumbrance, chattel mortgage express or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Propertyimplied, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for performance of any labor or services or the furnishing of any materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien property in respect of the Property or any part thereof, nor as giving Borrower any right, power or authority to contract for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment ofperformance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against GECC in respect thereof.
(f) Before any Alteration has begun, any contractor, mechanic or laborer GECC shall have the right to post and maintain on the Property and to record in the Premises, whether in connection with any Alteration or otherwise, if, in LandlordCounty Recorder’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged office in the construction, maintenance or operation County in which the Property is located any notices of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelynon-responsibility provided for under applicable law.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 After completion of the Facility, at any time and from time to time during the Term, Tenant shall not make or may perform or permit the making or performance ofsuch alteration, any alterationsrenovation, installationsrepair, improvementsrefurbishment, additions or and other physical changes in or about the Premises work (hereinafter collectively called, herein such matters being connectively called the “Alterations”) without Landlord’s prior written consentwith regard to any Improvements as Tenant may elect. All buildings, providedstructures, howeverand other improvements located at any time on the Land are herein called the “Improvements.” Any and all alteration, that Landlord’s consent renovation, repair, refurbishment, or other work with regard thereto shall not be required for Alterations consisting only of paintingperformed, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions the following “Construction Standards” herein so referenced):
(i) All such construction or work shall be performed in a good and workmanlike manner in accordance with good industry practice for the type of this Article 3. Landlord’s consent to Alterations may be withheld for any reason work in question;
(ii) All such construction or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and building codes, at Tenant’s sole cost ordinances, and expense other laws or regulations of Governmental Authorities having jurisdiction;
(iii) No such construction or work shall be commenced until there shall have been first obtained all licenses, permits, and at such times authorizations required of all Governmental Authorities having jurisdiction;
(iv) Tenant shall have obtained and shall maintain in such manner as Landlord may from time to time reasonably designate, All Alterations made force and installed by Tenant, or at Tenant’s expense, upon or effect the insurance coverage required in the Premises which are of a permanent nature and which cannot be removed without damage Article 7 with respect to the Premises type of construction or Building work in question;
(v) After commencement, such construction or work shall become and be prosecuted with due diligence to its completion;
(vi) Without the property prior written consent of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld or delayed and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed givengiven if a request is not approved or denied within thirty (30) days after receipt, provided, however, that Tenant’s notice requesting Landlord’s approval and no Alteration shall be made which (x) involves any material repairs or modifications to the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies structural portions of the same to LandlordPremises, and or (iiiy) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenantwould impair the market value, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (structural integrity or Landlord’s agents) review usefulness of the proposed Alteration within ten Premises for the purposes for which the same are presently being used; and
(10vii) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies a copy of “as-built” all plans for such Alteration.
3.4 Prior and specifications relating to commencing any each Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, extent that such plans and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to specifications have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 Tenant a. Sublessee shall not make or perform or permit the making or performance of, any alterations, installations, additions or improvements, structural or otherwise in or to the Premises (collectively, "Alterations" ) that require a permit or other government approval or that require the approval of the Master Lessor, without the prior written consent of Sublessor, which consent shall not be unreasonably withheld or delayed (subject to approval by the Master Lessor). Sublessor agrees not to withhold Sublessor's consent to any alteration which has been consented to by the Master Lessor. All Alterations shall be done at the Sublessee's expense, in accordance with plans and specifications approved by Sublessor and the Master Lessor, and subject to all other reasonable conditions which the Sublessor and the Master Lessor may impose.
b. Excepting trade fixtures, equipment, machinery and other personal property of the Sublessee's and except as provided in Section 6.c., all appurtenances, fixtures, improvements, additions or other physical changes in property attached to or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are at the commencement of a or during the Term, whether temporary or permanent nature in nature, shall be and which cannot be removed without damage to the Premises or Building shall become and be remain the property of LandlordSublessee during the Term, and but shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent without compensation to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. Sublessee.
c. All furniture, furnishings and movable fixtures and partitions installed by Tenant furnishings, equipment, machinery, counters, bookshelves, other cabinetry, and all Alterations other articles of movable personal property installed in the Premises by or for the account of Sublessee, without expense to Sublessor, and which can be removed without structural or other material damage to the Premises which may ("Sublessee's Property") shall be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant the Sublessee and upon may be removed by it at any time during the Expiration Date Term. Prior to the expiration or earlier end termination of the Term or any renewal thereofTerm, Sublessee shall be removed remove from the Premises by Tenant, provided, however, that Tenant all of Sublessee's Property except such items as the parties shall have agreed in writing are to remain and to become the property of Sublessor or the Master Lessor. Sublessee shall repair or pay the cost of repairing any damage to the Premises resulting from such removal. Sublessee's obligations under this section 6.c shall survive the expiration or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes earlier termination of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentLease.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Sublease Agreement (Genitope Corp)
Alterations. 3.1 Tenant 10.1. Lessee shall not not, without first obtaining Lessor's written consent, make or perform perform, or permit the making or performance of, any alterations, installations, improvements, additions or and/or other physical changes in in, to or about upon the Building, interior or exterior, or the Premises or any portion thereof (hereinafter collectively called, the “"Alterations”) without Landlord’s prior written consent"), provided, however, that Landlord’s consent minor items of repair, adjustment and decoration not exceeding a cost of $30,000.00 for any one project (soft costs and hard costs together) shall not be required deemed "Alterations" for the purposes of this Lease, but only if such minor items of repair are strictly non-structural in nature.
10.2. Notwithstanding the obtaining of Lessor's consent to any Alterations, all Alterations consisting only shall be made and performed at Lessee's sole cost and expense. Further, it is agreed, stipulated and understood (i) that together with Lessee's request for Lessor's consent to any Alterations, Lessee shall submit to Lessor detailed plans and specifications and such other information with respect to the proposed Alterations as Lessor shall reasonably request, (ii) that Powers Construction Company shall be provided with reasonable opportunity to bid with respect to carrying out of paintingany Alterations, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”iii) so long as such Decorative that if the Alterations are not visible from the exterior to be carried out by lowers Construction Company, then Lessee shall deliver notice to Lessor of the Building name and provided Tenant shall notify Landlord in writing address of the nature proposed contractor, and if Lessor objects to such contractor carrying out Alterations to the Premises and can show reasonable grounds for such objection then Lessee shall not employ such contractor to carry out the Alterations in question.
10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or Certificates of Insurance evidencing) worker's compensation insurance covering all persons employed by Lessee in connection with such Alterations, including those to be employed by all contractors and subcontractors and such policies shall be issued by companies, and shall be in form and amounts, reasonably satisfactory to Lessor and shall be maintained by Lessee or by the applicable contractors or subcontractors, as the case may be, until the completion of such Decorative Alteration Alterations. Lessee shall also furnish partial waivers of mechanics liens for all work performed and paid for in connection with such Alterations, and copies of all necessary Permits.
10.4. In the contractors event that any mechanics or other lien or any notice of intention to file a lien is filed against the Premises in connection with any Alterations, Lessee shall promptly cause the same to be performing the same at least thirty discharged of record by payment, bond, order of a court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (3060) days prior to after receiving notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims, and demands (including reasonable counsel fee and disbursements) in connection with the commencement and perform prosecution of the foreclosure of any such Decorative Alteration in accordance mechanics or other lien. If Lessee shall fail to comply with all other provisions the foregoing provisions, Lessor shall have the option (but not the obligation) of this Article 3paying and discharging or bonding any such lien, the cost thereof to be payable by Lessee to Lessor within ten (10) days of receiving a bill therefor, as Additional Rent hereunder.
10.5. Landlord’s consent to Alterations may be withheld Notwithstaxxxxg Lessor's approval of plans and specifications for any reason or for no reasonAlterations, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All all Alterations shall be done made and performed in full compliance with all applicable lawsLaws then in effect and all necessary Permits, regulations and codesall materials and equipment to be incorporated in the Building as a result of any Alterations shall be of a quality consistent with that existing at the date thereof. Lessor shall jointly sign any application made by Lessee for any building permit whether or not the work in question requires Lessor's consent hereunder.
10.6. Approval by Lessor of any plans, at Tenant’s sole cost specifications or selection of materials by Lessee in connection with any Alterations shall not constitute an assumption of any responsibility by Lessor of any kind, including (but not limited to) as to their accuracy or sufficiency. Lessee shall be solely responsible for such plans, specifications and expense the selection of materials. Lessee covenants and at such times agrees to indemnify Lessor and in such manner hold Lessor harmless against and from any and all claims, costs, suits, damages and liability whatsoever arising out of or as Landlord may from time to time reasonably designatea result of any Alterations performed by Lessee or by Lessee's contractors, subcontractors, agents or employees, including reasonable attorneys fees for the defense thereof.
10.7. All Alterations made and installed by Tenantany replacements therefor, whether temporary or at Tenant’s expensepermanent in character, upon or in the Premises which are of a permanent nature and which cannot be removed without damage made by Lessee pursuant to the Premises or Building provisions of this Section 10 (unless the same shall become and constitute Lessee's Personalty pursuant to the provisions of Section 19.1 below) shall be the property of Landlord, Lessor immediately upon the installation of the same and shall remain upon and be surrendered with the Premises as a part thereof at the end expiration of the Initial Term or, if appropriate, the Renewal Term, without compensation to Lessee. Notwithstanding the foregoing, at the expiration of this Lease, except that Landlord the Initial Tern or Renewal Term (as appropriate) Lessor shall have the right and privilege at the time Landlord grants its consent option to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant willrequire Lessee, at Tenant’s own Lessee's sole cost and expense, remove the same in accordance with such request, and to restore the Premises to its original conditiontheir condition prior to the carrying out of such Alterations, ordinary wear and tear excepted, provided that it is agreed and casualty excepted; provided however that, Tenant understood that this option of Lessor shall not apply to Lessee's Initial Work or Lessee's Additional Work, and provided further that Lessor shall only be required permitted to remove any Decorative require such restoration in the event that Lessor made such a requirement an express condition of Lessor's consent and such Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consentsuch consent was granted.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Atmi Inc)
Alterations. 3.1 (a) The Tenant shall not:
(i) demolish the Premises or do anything which would or might damage or injure them or divide them up or merge them with any other property;
(ii) make any external alterations or additions to or do anything which would change the external appearance of the Premises;
(iii) make any structural alterations or additions to the Premises; or
(iv) erect any new structure on or make any other alteration or addition to the Premises; except in accordance with the following provisions.
(b) The Tenant shall not be permitted to make or perform or permit the making or performance of, any structural alterations, installationsadditions, improvements, additions demolish or other physical changes in or about change the external appearance of the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of other than in relation to either the Building and provided Improvement Works or the Capital Premises Works.
(c) The Tenant shall notify Landlord in writing of be entitled to make internal non structural alterations or additions to the nature of such Decorative Alteration Premises and the contractors to be performing the same at least thirty put up, take down and alter internal free- standing partitions:
(30i) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect or prejudice the Landlord's rights under any other Building systems or space outside warranties as to the design and construction of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.or anything in them;
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by which do not affect or interfere with any governmental Services or quasi-governmental bodies and furnish copies of Service Media in the same to Landlord, and Premises;
(iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review the consent of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of ; in which case the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen comply with the following obligations.
(15d) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after Before commencement of any Alterationof the works referred to in clause (c) above, there is the Tenant shall:
(i) obtain an Approved Set of Drawings from the Landlord and supply the Landlord with a change duplicate set of those drawings;
(ii) notify the Landlord in writing of the full reinstatement cost of anything which the Tenant will be installing in the contractors Premises which may be or subcontractorsbecome the property of the Landlord;
(iii) enter into such covenants as the Landlord shall reasonably require with regard to the execution of the work and the reinstatement of the Premises;
(iv) obtain all necessary consents for the work, under any Enactment;
(v) notify the Landlord in writing of its intention to commence the work so that the Landlord may notify its insurers;
(vi) make a written declaration that the Tenant is the sole client for the purposes of the Construction Regulations;
(vii) provide the Landlord with a copy of that declaration and the acknowledgement of it from the Health and Safety Executive; and
(viii) provide any security which the Landlord reasonably requires to enable the Landlord to reinstate the Premises or to complete any work which the Tenant starts but does not finish.
(e) The Tenant shall submit a new or supplemental list use all reasonable endeavours to start and finish the foregoing provisions work within such time frame as the Landlord and Tenant shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, agree acting reasonably and disconnections from, the Building’s fire safety system, the Building’s sprinkler, shall carry out and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed complete that work in accordance with the Rules Approved Set of Drawings and Regulations all the other provisions of this lease.
(hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, f) The Tenant shall be discharged by Tenant within ten notify the Landlord, immediately and in writing, on completion of such work.
(10g) business days thereafter, at Tenant’s expense, by payment or filing Neither the bond required by law. Notice is hereby given that Landlord nor its advisers shall not be liable for the design or execution of any labor alterations or materials furnished additions made by the Tenant, even though they may have approved the drawings for them or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect supervised their execution.
(h) Where the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work has reasonably required in the Premises. giving of its consent in accordance with sub-clause 6.8(d)(iii) the Tenant shall not, at remove any time prior to alterations or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order additions from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of restore the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required condition as a result evidenced by the Schedule of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Condition, unless the Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In gives the event a local panel is required Tenant written permission not to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlorddo so.
Appears in 1 contract
Samples: Lease Agreement
Alterations. 3.1 Tenant (a) Provided that no Lease Event of Default has occurred and is continuing, Lessee, at any time and from time to time, at its sole cost and expense, may make: (1) any non-structural Alterations to any Individual Property without obtaining Lessor's prior consent; (2) any Alterations permitted pursuant to the terms of the Loan Agreement, (3) any structural Alterations to any Individual Property which do not materially adversely affect the Fair Market Sales Value of such Individual Property, without obtaining Lessor's prior consent; and (4) structural Alterations to any Individual Property which would be reasonably likely to materially adversely affect the Fair Market Sales value of such Individual Property, after giving prior notice to Lessor, and obtaining Lessor's prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, for so long as all or any portion of the Loan remains outstanding, Lessee shall not make or perform or permit the making or performance ofany Alterations other than in accordance with, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively calledand subject to, the “Alterations”provisions of the Loan Documents, including, without limitation, the requirement to obtain Lender's consent in relation to certain Alterations pursuant to Section 4.1.10 and Article VI of the Loan Agreement.
(b) without Landlord’s If Alterations may reasonably be expected to materially and adversely affect the Fair Market Sales Value of the applicable Individual Property, Lessor may, at any time, notify Lessee that Lessee must remove any such Alterations upon the expiration or sooner termination of this Lease. If removal of the Alterations is required as provided herein, Lessee must do so, and shall, at its sole cost and expense, repair any damage to the applicable Individual Property caused by the removal of such Alterations and shall restore the applicable Individual Property to substantially the same condition as existed prior written consentto such Alterations being made, ordinary wear and tear excepted.
(c) Every Alteration shall be made in compliance with the Loan Documents and shall comply with the following additional terms (which compliance shall be at Lessee's sole cost and expense):
(1) the Alteration shall be built under the supervision of a certified architect who shall be licensed in the appropriate jurisdiction to the extent required for the filing of any plans in connection with such Alteration, provided, however, no such architect shall be required when the aggregate amount of the Alteration is less than $150,000, unless required by Applicable Law, (2) the structural integrity of the existing Improvements with respect to the applicable Individual Property will not be impaired in any material respect upon completion of the work in connection with said Alterations, and (3) such Alterations will not encroach upon any adjacent premises unless appropriate easements and consents shall have been obtained, and in any event, such encroachment shall be de minimis in nature. In connection with any Alteration, Lessee shall perform and complete all work in a good and workmanlike manner in compliance with Applicable Laws without the imposition of any Liens or assessments, other than Permitted Liens. Lessee shall maintain or cause to be maintained at all time during construction all builder's risks insurance and comprehensive general liability insurance required under the Loan Documents and this Lease naming Lessor, the Lender and such other Persons as may be reasonably required by Lessor as additional insureds.
(d) With respect to any Alterations for which Lessee must obtain the consent of Lessor pursuant to the terms of this Lease, Lessor shall have twenty (20) days after Lessee's delivery of its request for consent, together with preliminary drawings and specifications for such Alterations, within which Lessor may grant or not grant Lessee's request for consent. With respect to any Alterations for which Lender's consent is not required pursuant to the terms of the Loan Agreement, if Lessor shall have not, within such twenty (20) day period, notified Lessee that Landlord’s such consent will not be granted (which notice, to be effective, must be accompanied by a detailed explanation for Lessor's denial of consent) such consent shall be deemed granted. All reasonable costs of review incurred by Lessor (whether or not the Alteration is approved) shall be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least paid by Lessee within thirty (30) days prior of receipt of a reasonably detailed invoice therefore. Lessor agrees to commencement and perform such Decorative Alteration in accordance with all other provisions request consent of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that Lender with respect to non-structural any Alterations which do not require electrical, plumbing or HVAC work as and which do not affect to the extent required by the Loan Agreement. Lessor hereby acknowledges that the undertaking and completion of any other Building systems or space outside Alterations are subject to compliance by Lessor with the provisions of the Premises (“Non-Structural Alterations”)Loan Documents, Landlord’s consent including Sections 4.1.10 and 6.4 of the Loan Agreement and Lessee agrees that Lessee shall not be unreasonably withheldpermitted to undertake or perform any Alterations in violation of the Loan Documents.
3.2 All Alterations (e) No Alteration shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time undertaken until Lessee shall have delivered to time Lessor a certificate or other evidence reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage satisfactory to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end Lessor of the Term existence of this Leaseinsurance policies required hereunder bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Lessor of such payments, except that Landlord shall have for the right insurance required under Section 7.3(c) and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”Loan Documents, which shall be removed by Tenant at kept in full force and effect until the end substantial completion of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Kindercare Learning Centers Inc /De)
Alterations. 3.1 (a) Tenant shall be permitted to make, without Landlord’s consent, alterations to the Premises that do not constitute a Material Alteration. For purposes hereof, a “Material Alteration” shall mean any alteration that: (i) changes the gross square feet of the Premises; (ii) affects the portions of the Premises that have been landmarked by the Landmarks Preservation Commission of the City of New York; (iii) is not limited to the interior of the Premises or which affects the exterior of the Premises (except that Tenant shall be permitted to have protrusions through the windows or other existing openings of the Premises), (iv) is structural, (v) materially and adversely affects the Premises’ building systems (other than using same in accordance with Tenant’s current practices) or (vi) requires a change to the Premises’ certificate of occupancy. Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) Material Alteration without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed, provided within fifteen delayed in the case of an alteration that constitutes a Material Alteration solely by reason of clause (15iii) business days or clause (iv) or clause (vi) of the foregoing definition thereof).
(b) All alterations made or installed by or on behalf of Tenant’s request, such written approval shall immediately upon completion or installation thereof be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and become the property of Landlord and shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in remain upon the Premises as a result at the Expiration Date or sooner termination of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreementthis Lease. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereaftershall, at Tenant’s expense, by payment or filing (i) cause all plans and specifications for alterations to be filed with the bond governmental agencies having jurisdiction thereover, and (ii) obtain when necessary all governmental permits, licenses and authorizations required by lawfor the work to be done in connection therewith. Notice is hereby given that Landlord shall not execute such documents as may be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether reasonably required in connection with the foregoing and Landlord shall otherwise cooperate with Tenant in connection with obtaining the foregoing, but without any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, . In no event shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental to remove or quasi-governmental rules, regulations or requirements (including, without limitation, restore any requirements alterations at the end of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordTerm.
Appears in 1 contract
Alterations. 3.1 (a) The Tenant shall not:
(i) demolish the Premises or do anything which would or might damage or injure them or divide them up or merge them with any other property;
(ii) make any external alterations or additions to or do anything which would change the external appearance of the Premises;
(iii) make any structural alterations or additions to the Premises; or
(iv) erect any new structure on or make any other alteration or addition to the Premises; except in accordance with the following provisions.
(b) The Tenant shall not be permitted to make or perform or permit the making or performance of, any structural alterations, installationsadditions, improvements, additions demolish or other physical changes in or about change the external appearance of the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of other than in relation to either the Building and provided Improvement Works or the Capital Premises Works.
(c) The Tenant shall notify Landlord in writing of be entitled to make internal non structural alterations or additions to the nature of such Decorative Alteration Premises and the contractors to be performing the same at least thirty put up, take down and alter internal free- standing partitions:
(30i) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect or prejudice the Landlord's rights under any other Building systems or space outside warranties as to the design and construction of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.or anything in them;
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by which do not affect or interfere with any governmental Services or quasi-governmental bodies and furnish copies of Service Media in the same to Landlord, and Premises;
(iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review the consent of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of ; in which case the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen comply with the following obligations.
(15d) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after Before commencement of any Alterationof the works referred to in clause (c) above, there is a change the Tenant shall:
(i) obtain an Approved Set of Drawings from the Landlord and supply the
(ii) notify the Landlord in writing of the full reinstatement cost of anything which the Tenant will be installing in the contractors Premises which may be or subcontractorsbecome the property of the Landlord;
(iii) enter into such covenants as the Landlord shall reasonably require with regard to the execution of the work and the reinstatement of the Premises;
(iv) obtain all necessary consents for the work, under any Enactment;
(v) notify the Landlord in writing of its intention to commence the work so that the Landlord may notify its insurers;
(vi) make a written declaration that the Tenant is the sole client for the purposes of the Construction Regulations;
(vii) provide the Landlord with a copy of that declaration and the acknowledgement of it from the Health and Safety Executive; and
(viii) provide any security which the Landlord reasonably requires to enable the Landlord to reinstate the Premises or to complete any work which the Xxxxxx starts but does not finish.
(e) The Tenant shall submit a new or supplemental list use all reasonable endeavours to start and finish the foregoing provisions work within such time frame as the Landlord and Tenant shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, agree acting reasonably and disconnections from, the Building’s fire safety system, the Building’s sprinkler, shall carry out and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed complete that work in accordance with the Rules Approved Set of Drawings and Regulations all the other provisions of this lease.
(hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, f) The Tenant shall be discharged by Tenant within ten notify the Landlord, immediately and in writing, on completion of the work.
(10g) business days thereafter, at Tenant’s expense, by payment or filing Neither the bond required by law. Notice is hereby given that Landlord nor its advisers shall not be liable for the design or execution of any labor alterations or materials furnished additions made by the Tenant, even though they may have approved the drawings for them or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect supervised their execution.
(h) Where the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work has reasonably required in the Premises. giving of its consent in accordance with sub-clause 6.8 (d) (iii) the Tenant shall not, at remove any time prior to alterations or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order additions from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of restore the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required condition as a result evidenced by the Schedule of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Condition, unless the Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In gives the event a local panel is required Tenant written permission not to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlorddo so.
Appears in 1 contract
Samples: Lease Agreement
Alterations. 3.1 (A) Tenant shall not make any Alterations without Landlord's prior consent. Landlord shall not unreasonably withhold or perform delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the outside of the Building, (ii) do not affect any part of the Building other than the Premises or permit require any alterations, installations, improvements, additions or other physical changes to be performed in or made to any portion of the Building or the Real Property other than the Premises, (iii) do not affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not affect the proper functioning of any Building System, (v) do not reduce the value or utility of the Building, and (vi) do not affect the certificate of occupancy for the Building or the Premises. Landlord shall not be deemed to be unreasonable with respect to withholding its consent to any proposed nonstructural Alteration which meets the criteria set forth in this Section 3.1(A) if the Lessor or Mortgagee, as the case may be, shall withhold its consent.
(1) Prior to making any Alterations, including, without limitation, the Initial Alterations, Tenant shall (i) submit to Landlord detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord's approval of such plans and specifications, which, in the case of nonstructural Alterations which meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld or delayed, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord, and (iii) furnish to Landlord duplicate original policies or certificates thereof of worker's compensation (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the "as-built" plans and specifications for such Alterations, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, the Rules and Regulations, and all rules and regulations relating to Alterations promulgated by Landlord in its reasonable judgment. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment (other than Tenant's Property) shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. In addition, no Alteration shall be undertaken prior to Tenant's delivering to Landlord either (i) a performance ofbond and labor and materials payment bond (issued by a surety company and in form reasonably satisfactory to Landlord), each in an amount equal to one hundred twenty percent (120%) of the cost of such Alteration (as reasonably estimated by Landlord's architect, engineer, or contractor), or (ii) such other security as shall be reasonably satisfactory to Landlord or required by any Mortgagee or Lessor. If, as a result of any Alterations performed by Tenant, including, without limitation, the Initial Alterations, any alterations, installations, improvements, additions or other physical changes in are required to be performed or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior made to any portion of the Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or other physical changes would not otherwise have had to be performed or made pursuant to applicable Requirement(s) at such time, Landlord, at Tenant's sole cost and provided Tenant expense, may perform or make such alterations, installations, improvements, additions or other physical changes and take such actions as Landlord shall notify deem reasonably necessary and Tenant, within five (5) days after demand therefor by Landlord, shall provide Landlord with such security as Landlord shall reasonably require, in writing an amount equal to one hundred twenty percent (120%) of the nature cost of such Decorative Alteration and alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord's architect, engineer or contractor. All Alteration(s) shall be performed only under the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions supervision of this Article 3. an independent licensed architect approved by Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent approval shall not be unreasonably withheld.
3.2 All (2) Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Any review or approval by Landlord of any plans and/or specifications or any preparation or design of any plans by Landlord's architect or engineer (or any architect or engineer designated by Landlord) with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the compliance thereof with any Requirements, the adequacy, correctness or efficiency thereof or otherwise.
(C) Tenant shall be permitted to perform Alterations during the hours of 8:00 A.M. to 6:00 P.M. on Business Days, provided that such work shall not interfere with or interrupt the operation and maintenance of the Building or unreasonably interfere with or interrupt the use and occupancy of the Building by other tenants in the Building. Otherwise, Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and performed at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions Tenant's Property installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon Tenant. Upon the Expiration Date or earlier end of the Term or any renewal thereofDate, Tenant shall be removed remove Tenant's Property from the Premises and, at Tenant's option, Tenant also may remove, at Tenant's cost and expense, all Alterations made by TenantTenant to the Premises, provided, however, in any case, that Tenant shall repair and restore in a good and workerlike manner to good condition any damage to the Premises or the Building caused by such removal removal. Notwithstanding the foregoing, however, Landlord, upon notice given at least thirty (30) days prior to Landlord’s the Fixed Expiration Date or upon such shorter notice as is reasonable satisfaction. For under the purposes circumstances upon the earlier expiration of this Section 3.2the Term, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive may require Tenant to remove any Alterations, and to repair and restore in a good and workerlike manner to good condition any damage to the Premises or which are not typical for office usethe Building caused by such removal.
(1) All Alterations shall be performed, at Tenant's sole cost and expense, by Landlord's contractor(s) or by contractors, subcontractors or mechanics approved by Landlord. Prior to making an Alteration, at Tenant's request, Landlord shall furnish Tenant with a list of contractors who may perform Alterations to the Premises on behalf of Tenant. If Tenant engages any contractor set forth on the list, Tenant shall not be required to remove obtain Landlord's consent for such contractor unless, prior to the earlier of (a) entering into a contract with such contractor, and (b) the commencement of work by such contractor, Landlord shall notify Tenant that such contractor has been removed from the list.
(2) Notwithstanding the foregoing, with respect to any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making affecting any Alterations Tenant Building System, (i) Tenant shall submit select a contractor from a list of approved contractors furnished by Landlord to Landlord detailed plans Tenant (containing at least three (3) contractors) and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) the Alteration shall, at its Tenant's cost and expense, obtain all permits, approvals and certificates required be designed by any governmental or quasi-governmental bodies and furnish copies of Landlord's engineer for the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alterationrelevant Building System.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayedE) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s 's lien filed against the Premises, Premises or the Real Property, Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten thirty (1030) business days thereafterafter Tenant shall have received notice thereof (or such shorter period if required by the terms of any Superior Lease or Mortgage), at Tenant’s 's expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, if such employment will would interfere or cause any conflict with other contractors, mechanics, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or of any adjacent property owned by Landlord. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketingconflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All (F) Tenant shall commence performance of the Initial Alterations performed by not later than thirty (30) days after the Commencement Date, shall thereafter diligently continuously prosecute the same to completion, and shall substantially complete the Initial Alterations by not later than ninety (90) days after the Commencement Date.
Section 3.2. Tenant in and shall pay to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New YorkLandlord or to Landlord's agent, as heretofore additional rent, all out-of pocket costs and hereafter amended (“Local Law 5 Laws”). The foregoing shall includeexpenses incurred by Landlord or Landlord's agent in connection with any Alterations, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, the Initial Alterations (the "Alteration Fee"). The Alteration Fee shall be paid by Tenant within ten (10) Business Days after demand therefor. Tenant also shall pay any requirements fee charged by any Lessor or Mortgagee in reviewing the plans and specifications for such Alterations or inspecting the progress of completion of the New York Board same.
Section 3.3. Upon the request of Fire Underwriters) as a result of. Tenant’s manner of use , Landlord, at Tenant's cost and expense, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the Premises or the Alterations. applicable Requirement shall require that Landlord join in such application) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be responsible for obligated to incur any damages to Tenant’s fire control cost or detection devices nor shall Landlord have expense, including, without limitation, attorneys' fees and disbursements, or suffer any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared liability in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordtherewith.
Appears in 1 contract
Alterations. 3.1 Tenant shall (a) Sublessee may not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage alterations to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insuredsSubleased Premises. In addition, Tenant agrees Sublessee may not make any nonstructural alterations to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractorsSubleased Premises without first obtaining Sub- lessor's prior written consent thereto, which shall not be unreasonably withheld, delayed or conditioned or delayed(except that painting and decorating shall not require Sublessor's consent), provided within fifteen and, if required by the Prime Lease, the prior written consent of Landlord; except that Sublessor hereby approves nonstructural alterations which do not exceed $100,000.00 to construct. (15) business days of Tenant’s request, such written approval Sublessee's request for Landlord's required consent shall be deemed giventransmitted by Sublessor to Landlord.) Any so consented-to nonstructural alteration(s) shall be made subject to, providedand in accordance with, the applicable provisions of the Prime Lease, and this Sublease.
(b) In the event Sublessee shall desire to make any nonstructural alteration(s) to the Subleased Premises, Sublessee shall notify Sublessor thereof, specifying in Sublessee's notice the scope, location and such specifics of the desired nonstructural alteration(s) as necessary to enable Sublessor to formulate a judgment as to the effect such alteration(s) would have upon the Building and its systems, and Sublessor's use of, and operation within, that portion of the Prime Lease Premises not constituting the Subleased Premises (the "Retained Space"), except that, subject to approval of the Landlord if required by the Prime Lease, Sublessor approves the installation of information systems cabling, electrical distribution circuitry and finishes appurtenant thereto. Sublessor agrees not to unreasonably withhold, delay or condition Sublessor's consent to any desired nonstructural alteration(s) that Sublessee may wish to make in the Subleased Premises (one test of Sublessor's reasonableness, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15being whether the proposed alteration(s) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or will materially adversely affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of Sublessor's use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordRetained Space).
Appears in 1 contract
Samples: Sublease (PWCC LTD)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, repairs, installations or removals or additions or other physical changes in or about ("Alterations") to the Leased Premises (hereinafter collectively called, during the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions Term of this Article 3. Lease or any extension or renewal thereof, without first obtaining the written consent of Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall will not be unreasonably withheld.
3.2 All Alterations , and it shall be done in compliance with all applicable lawsnot cut or drill into, regulations and codesor secure any fixture, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time apparatus or equipment of any kind to time reasonably designate, any part of the Leased Premises without first obtaining the written consent of Landlord. All Alterations made by Tenant as aforesaid shall remain upon the Leased Premises at the expiration or earlier termination of this Lease and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with unless Landlord shall, prior to the Premises as a part thereof at the end of the Term expiration or termination of this Lease, except that Landlord shall have given written notice to Tenant to remove the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term andsame, in the which event of service of Tenant shall remove such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, Alterations and restore the Leased Premises to its original condition, ordinary wear the same good order and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed condition in accordance with which it was at the terms commencement of this Lease. All furnitureShould Tenant fail to do so, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to Landlord may do so, collecting, at Landlord's option, the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of thereof from Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office useas Additional Rent. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to procure all necessary permits before making any Alterations. Tenant agrees that all Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s done by it at its request, such written approval shall be deemed givenor anyone claiming under it, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such lien free and good and workmanlike manner of first class institutional office building quality, that the Premises and the Building same shall be done in compliance conformity with all laws, ordinances and regulations of all public authorities, that the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements structure of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Leased Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control endangered or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. impaired and that Tenant shall submit to Landlord for Landlord’s approval repair all design specifications and requirements prepared in connection with Tenant’s installation of said fire control damages caused by or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All resulting from any such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordAlterations.
Appears in 1 contract
Samples: Lease Agreement (Spanish Broadcasting System of Puerto Rico Inc /Pr/)
Alterations. 3.1 15.1 Alterations by Tenant. Tenant shall not make make, install or perform erect in or permit to the making or performance ofPremises any installations, any alterations, installations, improvementsmodifications, additions or other physical changes partitions without submitting the drawings and specifications to Landlord and obtaining Landlord's prior written consent in or about the Premises (hereinafter collectively calledeach instance. Furthermore, the “Alterations”) without Tenant shall obtain Landlord’s 's prior written consent, provided, however, that Landlord’s which consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) , to any change or changes in such drawings or specifications submitted as aforesaid. Tenant, upon prior notice to Landlord and compliance with all other provisions hereof, may make alterations of a list "cosmetic nature" without being subject to Landlord's prior approval, however, Landlord can request such alterations be removed upon termination or earlier expiration of the contractors Lease and subcontractors (categorized by trade) the Premises returned, at Tenant's expense, to their condition prior to the alteration, subject to ordinary wear and tear. For purposes hereof, "cosmetic alterations" shall be alterations of an aesthetic nature which Tenant proposes to use do not require a building permit and do not affect the structure of the Building or from which Tenant proposes to solicit bids in connection therewithany of its systems including HVAC, electrical or plumbing. Tenant shall not commence pay the reasonable cost to Landlord of having its architects, engineers, or other consultants review such plans and changes thereto prior to proceeding with any Alteration until Landlord has approved of Tenant’s proposed contractors work based on such drawings or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, specifications. All such written approval work shall be deemed givenperformed in a good and workmanlike manner, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement free and clear of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections toall mechanics liens, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements provisions of Local Law 5 Article 11 hereof, and once commenced shall be diligently pursued through completion, and Landlord shall have no liability for the performance of 1973 such work, notwithstanding its consent to any plans and specifications. PROVIDED NEVERTHELESS that Landlord may, at its option, at Tenant's expense, require that Landlord's contractors be engaged for any mechanical or electrical work or other leasehold improvement. Without limiting the generality of The City the foregoing, any work performed by or for Tenant shall be performed by competent workmen whose labor union affiliations are not incompatible with those of New Yorkany workmen who may be employed in the Building Complex by Landlord, its contractors or subcontractors. In addition to the above all contractors and subcontractors must meet Landlord's specifications, as heretofore reasonably determined by Landlord, for minimum requirements for insurance, bonds, quality of work, experience and hereafter amended such other reasonably applicable factors. Tenant shall submit to Landlord's supervision over construction, shall provide Landlord upon request with financial assurances prior to the commencement of alterations, and promptly pay to Landlord's or Tenant's subcontractors, as the case may be, when due, the costs of all such work and of all materials, labor and services involved therein and of all decoration and all changes in the Building, its equipment or services necessitated thereby. Tenant covenants that Tenant will not suffer or permit during the Term hereof any mechanics? or other liens for work, labor, services or materials ordered by Tenant or for the cost of which Tenant may be in any way obligated, to attach to the Premises or to the Building Complex and that whenever and so often as any such liens shall attach or claims therefor shall be filed, Tenant shall, within twenty (“Local Law 5 Laws”). The foregoing shall include20) days after Tenant has notice of the claim for lien, without limitation, (i) compliance with procure the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated discharge thereof by payment or by giving security or in such Alterations and (iii) installation of such additional fire control other manner as is or detection devices as may be required or permitted by applicable governmental law or quasi-governmental ruleswhich shall otherwise satisfy Landlord and or Landlord's mortgagee. Tenant hereby indemnifies and saves Landlord harmless from and against any and all loss, regulations liability, damage, penalty, cost, expense or requirements fee (including, without limitation, any requirements of the New York Board of Fire Underwriterscourt costs and reasonable attorneys' fees) as a result of. Tenant’s manner of use of the Premises incurred by or the Alterations. asserted against Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devicesthe existence of any lien against the Building, Premises or the Property. Such modifications shall be performed by Landlord Tenant shall, at Tenant’s sole its own cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required , take out or cause to be installed taken out any additional insurance or bonds reasonably required by Landlord to protect Landlord's, the mortgagee's and Tenant's interest during the period of alteration. At least five (5) days prior to the commencement of any work permitted to be done by persons requested by Tenant on the Premises, Tenant shall notify Landlord of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work so that Landlord may avail itself of the provisions of statutes such as Section 38-22-105(2) of the Colorado Revised Statutes (1973). During any such work on the Premises and subject to Article 13 hereof, Landlord, or its representatives, shall have the right to go upon and inspect the Premises at all reasonable times, and shall have the right to post and keep posted thereon notices such as those provided for by Section 38-22-105(2) C.R.S. (1973) or to take any further action which Landlord may deem to be proper for the protection of Landlord's interest in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by LandlordPremises.
Appears in 1 contract
Samples: Office Lease (Usurf America Inc)
Alterations. 3.1 Tenant shall not (a)Tenant may, at any time and from time to time during the Term of this Lease but subject to Landlord’s approval pursuant to Subparagraph 14(b), at its sole cost and expense, make or perform or permit the making or performance ofalterations, any alterationsadditions, installations, improvementssubstitutions, additions or other physical changes in or about the Premises improvements and decorations (hereinafter collectively called, the called (“AlterationsChanges”) without Landlord’s prior written consentin and to the Premises, providedexcluding structural changes, howeveron the following conditions, that Landlord’s consent and providing such Changes will not result in a violation of or require a change in the Certificate of Occupant (or its equivalent) applicable to the Premises:
(i) The outside appearance, character or use of the Premises shall not be required for Alterations consisting only affected, and no Changes shall weaken or impair the structural strength or, in the sole opinion of paintingLandlord, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from lessen the exterior value of the Building Premises or create the potential for unusual expenses to be incurred upon the removal of Changes and provided Tenant shall notify Landlord in writing the restoration of the nature of such Decorative Alteration and Premises upon the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions termination of this Article 3. Landlord’s consent to Alterations may be withheld for Lease.
(ii) The proper functioning of any reason or for no reasonof the mechanical, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work sanitary and which do not affect any other Building service systems or space outside installations of the Premises (“Non-Structural AlterationsService Facilities”), Landlord’s consent ) shall not be unreasonably withheldadversely affected and there shall be no construction which might interfere with Landlord’s free access to the Service Facilities.
3.2 (iii) In performing the work involved in making such Changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Paragraph 14.
(iv) All Alterations work shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time may reasonably designate, All Alterations made .
(v) Tenant shall not be permitted to install and installed by Tenant, or at Tenant’s expense, upon or in make part of the Premises any materials, fixtures or articles which are of a permanent nature and subject to liens, conditional sales contracts or chattel mortgages.
(vi) At the date upon which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease shall end, or the date of any earlier termination of this Lease, except that Landlord Tenant shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenanton Landlord’s own cost and expense, remove the same in accordance with such request, and written request restore the Premises to its original conditiontheir condition prior to the making of any Changes permitted by this Paragraph 14, ordinary reasonable wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
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Alterations. 3.1 Tenant Lessee shall not make or perform or permit the making or performance of, any no alterations, installations, improvements, additions or other physical changes in or about the Premises improvements (hereinafter collectively called, the “Alterations”called "ALTERATIONS") without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing in or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Demised Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consentImmaterial Alterations, hereinafter defined) without first obtaining Landlord’s Lessor's prior written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required consent. Consent by any governmental or quasi-governmental bodies and furnish copies of the same Lessor to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which Lessee's Alterations shall not be unreasonably withheld, conditioned or delayed, provided within fifteen except that as to Alterations made subsequent to the Rent Commencement Date, Lessor may withhold its consent for any reason with regard to requested Alterations (15other than Immaterial Alterations) business days by Lessee which (i) affect the structure of Tenant’s requestthe Building or the mechanical, plumbing or electrical systems of the Building, or (ii) could cause the imposition of additional costs or obligations on Lessor (which are not reimbursed or reimbursable by Lessee to Lessor's reasonable satisfaction). Except with respect to Immaterial Alterations (hereinafter defined), Lessee, at its sole cost and expense, shall provide Lessor with a copy of the original or revised full-floor mechanical and electrical plans for the floor or floors on which the Alterations are to be made, revised by the Building architect and engineers to show Lessee's proposed Alterations. If any Alterations are made without the prior written consent of Lessor (where such written approval consent is required), Lessor may correct or remove the same, and Lessee shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of liable for any Alteration, there is a change and all expenses incurred by Lessor in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlordperformance of this work. All Alterations shall be made (i) at Lessee's sole expense, (ii) at such times and performed in such manner as Lessor may reasonably designate, (iii) in a good, workmanlike, first class and prompt manner, (iv) using new materials only, (v) in accordance with all applicable legal requirements and the requirements of any insurance company insuring the Building, (vi) in accordance with Lessor's reasonable Construction Rules and (vii) only by such contractors or mechanics as are approved in writing by Lessor in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to next following sentence. Approval of contractors or mechanics by Lessor, which approval may not be incorporated in the Premises as a result of all Alterations unreasonably withheld, shall be new based upon the contractors or mechanics being properly licensed, their financial posture, experience and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreementpast job performance. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.An "
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Alterations. 3.1 Tenant shall not may at its or a Subtenant’s sole or shared cost and expense, make or perform or permit the making or performance ofany additions, any replacements, changes, alterations, installations, improvements, additions repairs or other physical changes in or about improvements to the Premises applicable Private Facilities (hereinafter collectively called, the “Alterations”) that Tenant or a Subtenant determines are desirable, necessary or appropriate, which are consistent with the requirements of this Lease and any applicable Sublease; except that Tenant shall not, without Landlord’s prior written and any Fee Mortgagees’ consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed: (i) demolish all or substantially all of the Private Facilities (other than the Existing Improvements); (ii) alter the Residential Buildings so as to reduce the aggregate net rentable square footage of the Residential Buildings by 25% in a single alteration or in the aggregate with all Alterations with the understanding that the number of units of Hero Housing cannot be reduced; (iii) reduce the number of keys in the Hotel by 25% in a single alteration or in the aggregate with all Alterations; (iv) reduce the height of the Private Facilities; or (iv) effectuate a Prohibited Use (each, provided within fifteen a “Restricted Alteration”). Notwithstanding the foregoing or anything herein to the contrary, (15A) business days of Tenant’s request, such written approval Restricted Alterations resulting from a material casualty or from a condemnation shall be deemed givengoverned by Article 10 or Article 11, provided, however, that Tenant’s notice requesting as applicable; (B) Landlord’s approval and Fee Mortgagees’ consent shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change not be required in the contractors event Tenant replaces the Private Facilities with substantially similar Private Facilities following the useful life thereof or subcontractors, otherwise; and (C) Tenant improvements pursuant to any Sublease shall submit not be considered an Alteration for any purpose under this Lease unless such improvements would result in a new or supplemental list and the foregoing provisions shall be applicable theretoRestricted Alteration. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and No other Alteration performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as terms of this Lease that is not a result of all Alterations Restricted Alteration shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in require Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyprior written consent.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Ground Lease Agreement
Alterations. 3.1 Tenant 10.1. Lessee shall not, without first obtaining Lessor’s written consent (which shall not be unreasonably withheld or delayed beyond ten (10) days from receipt of Lessee’s written request) make or perform perform, or permit the making or performance of, any alterations, installations, improvements, additions or and/or other physical changes in in, to or about upon the Building, interior or exterior, or the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature any portion thereof (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent which shall include any improvements which Lessee proposes to carry out prior to the Rent Commencement Date. Notwithstanding the foregoing, minor items of repair or adjustment and non-structural alterations not exceeding a cost of One Hundred Thousand and 00/100 ($100,000.00) Dollars for any one project, and any decorative changes, shall not be unreasonably withhelddeemed “Alterations” for the purposes of this Lease, provided that such minor items of repair are strictly non-structural in nature.
3.2 All 10.2. Notwithstanding the obtaining of Lessor’s consent to any Alterations, all Alterations shall be done in compliance with all applicable laws, regulations made and codes, performed (i) at TenantLessee’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallonly by contractors or mechanics approved by Lessor, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which consent shall not be unreasonably withheld or delayed. It is agreed, stipulated and understood that together with Lessee’s request for Lessor’s consent thereto, Lessee shall submit to Lessor detailed plans and specifications and such other information with respect to the proposed Alterations as Lessor shall reasonably request. Lessee shall give The Powers Construction Company the right to make a bid to carry out any such Alterations.
10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or Certificates of Insurance evidencing) a list of the worker’s compensation insurance covering all persons employed by Lessee in connection with such Alterations, including those to be employed by all contractors and subcontractors (categorized and such policies shall be issued by trade) which Tenant proposes companies, and shall be in form and amounts, reasonably satisfactory to use Lessor and shall be maintained by Lessee or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed by the applicable contractors or subcontractors, which as the case may be, until the completion of such Alterations. Lessee shall also furnish partial waivers of mechanics’ liens for all work performed and paid for in connection with such Alterations, and copies of all necessary permits.
10.4. In the event that any mechanics’ or other lien or any notice of intention to file a lien is filed against the Premises in connection with any Alterations, Lessee shall promptly cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (60) days after receiving notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims, and demands (including reasonable counsel fees and disbursements) in connection with the commencement and prosecution of the foreclosure of any such mechanics’ or other lien. If Lessee shall fail to comply with the provisions of this Section 10.4, Lessor shall have the option (but not the obligation) of paying and discharging or bonding any such lien, the cost thereof to be unreasonably withheld, conditioned or delayed, provided payable by Lessee to Lessor within fifteen ten (1510) business days of Tenant’s requestreceiving a xxxx therefor, such written approval as Additional Rent hereunder. Notwithstanding the foregoing, Lessor shall be deemed givenresponsible for discharging any mechanics’ lien filed against the Premises, provided, however, that Tenantwhere such mechanics’ lien arises out of the carrying out of Lessor’s notice requesting LandlordWork or out of any other work carried out by Lessor pursuant to this Lease in accordance with the provisions of this Section 10.4.
10.5. Notwithstanding Lessor’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. Ifof plans and specifications for any Alterations, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All all Alterations shall be made and performed in accordance full compliance with the Rules all applicable Laws then in effect and Regulations (hereinafter defined); all necessary Permits, and all materials and equipment to be incorporated in the Premises Building as a result of all any Alterations shall be new and first quality; no such of a quality consistent with that of the original Lessor’s Work.
10.6. Approval by Lessor of any plans, specifications or selection of materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether Lessee in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event Alterations shall not constitute an assumption of any such interference responsibility by Lessor of any kind, including (but not limited to) as to their accuracy or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises sufficiency. Lessee shall be done in a fashion solely responsible for such that the Premises plans, specifications and the Building shall be in compliance with the requirements selection of Local Law 5 materials. Lessee covenants and agrees to indemnify Lessor and hold Lessor harmless of 1973 and from any and all claims, costs, suits, damages and liability whatsoever arising out of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be any Alterations performed by Landlord at TenantLessee or by Lessee’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In contractors, subcontractors, agents or employees, including reasonable attorneys fees for the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlorddefense thereof.
Appears in 1 contract
Samples: Lease Agreement (Realogy Corp)
Alterations. 3.1 Tenant (a) LESSEE shall not have the right to make or perform or permit the making or performance of, any such interior alterations, installationsdecorations and improvements to the PREMISES not constituting a part of the building as may be proper and necessary for the conduct of its business and for the beneficial use of the PREMISES, improvements, additions or other physical changes in or about provided the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall same do not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from affect the exterior or structural portion of the Building PREMISES and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration further that LESSEE shall:
(i) pay all costs, expenses and the contractors to be performing charges thereof,
(ii) make the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all applicable laws and building codes and in a good and workmanlike manner,
(iii) cause the same to be performed by qualified contractors who shall not create any labor or other disturbance in the OFFICE BUILDING while performing same,
(iv) fully and completely indemnify LESSOR against any mechanic's lien or other liens or claims in connection with the taking thereof, and
(v) not thereby diminish the value of the PREMISES or OFFICE BUILDING.
(b) LESSEE may make alterations, decorations and improvements constituting a part of the building or affecting the exterior or structural portion of the PREMISES with the same provisions of this Article 3. Landlord’s as contained in subparagraph (a) (i) - (v) but only after (i) obtaining LESSOR'S prior consent thereto, and (ii) obtaining LESSOR'S consent to Alterations may be withheld for any reason or for no reasonthe contractor engaged to perform such work, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld. Upon completion of any such alterations, decorations and improvements constituting a part of the building or affecting the exterior and/or structural portions, the same shall immediately thereupon become a part of the PREMISES and be included in the word "PREMISES" as used in this LEASE.
3.2 All Alterations (c) Notwithstanding the fact that alterations, decorations and/or improvements to the PREMISES made by LESSEE may constitute a part of and be included in the word PREMISES as used in this LEASE, repair and/or restoration of damages thereto caused by fire and/or other casualty shall be done in compliance with all applicable lawsthe responsibility of LESSEE, regulations and codeswhether or not covered by insurance by LESSEE, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed unless otherwise covered by Tenant, or at Tenant’s expense, upon or in the Premises LESSOR'S insurance (which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations considered primary insurance.)
(d) All of LESSEE'S CHATTELS and all interior alterations, decorations and improvements not constituting a part of the building installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed PREMISES by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, LESSEE shall remain the property of Tenant LESSEE and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from by LESSEE upon the Premises by Tenanttermination of this LEASE, provided, however, that Tenant and LESSEE shall repair make any damage to the Premises or the Building caused repairs necessitated by such removal to Landlord’s reasonable satisfactionremoval. For Any thereof not removed on or before the purposes termination of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated LEASE and surrender of possession of the PREMISES by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval LESSEE shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shallabandoned by LESSEE and, at its expenseLESSOR'S election, obtain all permitsmay be treated and/or disposed of by LESSOR as LESSOR'S own property without further right or claim thereto by LESSEE, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) except that LESSEE shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, reimburse LESSOR for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such workremoval if LESSOR elects to have the same removed, provided, however, that and LESSEE shall be liable to LESSOR for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required damages sustained by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises LESSOR as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject LESSEE'S failure to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyremove same.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Samples: Lease Agreement (GLB Bancorp Inc)
Alterations. 3.1 (a) After initially opening the Premises for business, Tenant shall not make or perform cause to be made to thc Premises or permit the making Tenant Utility Facilities any addition, renovation, alteration, reconstruction or performance ofchange (collectively, any alterations"Alterations")
(i) involving structural changes or additions, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”ii) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from affecting the exterior storefront, fire sprinkler systems, exterior walls, floor slab, or roof of the Building and provided Tenant shall notify Landlord Premises, (iii) requiring or resulting in writing any penetration of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason roof, demising walls or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside floor slab of the Premises (“Non-Structural Alterations”)Premises, without first obtaining the written consent of Landlord’s , which consent shall not be unreasonably withheld, or (iv) costing in excess of Five Thousand Dollars ($5,000.00) and not described in clauses (i), (ii) or (iii) above.
3.2 (b) All Alterations shall be done made under the supervision of a competent licensed architect or competent licensed structural engineer satisfactory to Landlord and shall be made in compliance accordance with plans and specifications with respect thereto, approved in writing by Landlord before the commencement of work.
(c) Tenant shall provide Landlord with not less than fifteen (15) days prior written notice of the commencement of any Alterations in the Premises and Landlord shall have the right to enter upon the Premises to post customary notices of non-responsibility with respect thereto. Tenant, at its cost, shall obtain all required governmental permits and approvals for all Alterations and all such Alterations shall be performed strictly in accordance with all applicable laws, ordinances, rules or regulations of any public authority, in a good and codes, workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at Tenant’s sole cost and expense and at such all times and be a complete unit except during the period of work. Construction work in connection with any Alterations shall be performed in such manner as Landlord may from time not to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in obstruct the Premises which are of a permanent nature and which cannot be removed without damage access to the Premises or Building otherwise interfere with the operation of business by any other occupant of the Project. Such Alterations shall be considered as improvements and shall become and be an integral part of the property of Landlord, Premises upon installation thereof and shall remain upon and not be surrendered with the Premises as a part thereof at the end of the Term of this Leaseremoved by Tenant; provided, except that however, if Landlord elects, Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by cause Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative or all such Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end expiration of the Lease Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.or
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Samples: Lease (Central Coast Bancorp)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage ----------- improvements to the Premises or Building shall become and be without the property prior written consent of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld; however, conditioned Landlord may withhold its consent in its sole and absolute discretion to any alteration or delayedaddition that would affect the Building's Structure, or the Building's HVAC System, plumbing, electrical, or mechanical systems. Landlord shall not be required to notify Tenant of whether it consents to any alteration, addition or improvements until it (a) has received plans and specifications therefor which are sufficiently detailed to allow construction of the work depicted thereon to be performed in a good and workmanlike manner, and (b) has had a reasonable opportunity to review them. If the alteration, addition or improvement will affect the Building's Structure, HVAC System, or mechanical, electrical, or plumbing systems, then the plans and specifications therefor must be prepared by a licensed engineer reasonably acceptable to Landlord. Landlord's approval of any plans and specifications shall not be a representation that the plans or the work depicted thereon will comply with Law or be adequate for any purpose, but shall merely be Landlord's consent to performance of the work. Upon completion of any alteration, addition, or improvement, Tenant shall deliver to Landlord accurate, reproducible as-built plans therefor. Tenant may erect shelves, bins, machinery and trade fixtures provided within fifteen that such items (151) business days do not alter the basic character of Tenant’s requestthe Premises; (2) do not overload or damage the Premises; and (3) may be removed without damage to the Premises. All alterations, such written approval additions, and improvements shall be deemed givenLandlord's property when installed in the Premises, unless Landlord specifies in writing that Tenant may remove the item in question (a "REMOVABLE ITEM"). All work performed by a Tenant Party in the Premises -------------- (including that relating to the installations, repair, replacement, or removal of any item) shall be performed in accordance with Law and with Landlord's specifications and requirements, in a good and workmanlike manner, and so as not to damage or alter the Building's Structure or the Premises. In connection with any such alteration, addition, or improvement, Tenant shall pay to Landlord an administration fee of 5% of all costs incurred for such work up to a maximum of $3,000 for each single requested alteration, addition or improvement; provided, however, that Tenant’s notice requesting Landlord’s approval if the total cost of such alteration, addition or improvement exceeds $200,000, then such cap shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, not apply and Tenant shall submit a new or supplemental list and pay to Landlord an administrative fee of 3% of all costs incurred for such work. For example, if such total costs were $75,000, the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections toadministrative fee would equal $3,000, and disconnections fromif such total costs were $300,000, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelyadministrative fee would equal $9,000.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
Appears in 1 contract
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the Except as set forth on Exhibit “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however thatC” attached hereto, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval approval: (a) make or cause to be made any alterations, additions, or improvements (collectively, “Alterations”); (b) install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, shades or awnings; or (c) make any other Alterations to the Leased Premises without first obtaining Landlord’s written approval. The foregoing notwithstanding, if the proposed Alteration is, in Landlord’s judgment, (a) likely to affect the structure of such plans and specificationsthe Building or the electrical, which shall plumbing, life safety or HVAC systems or otherwise adversely impacts the value of the Building, (b) does not be comply with applicable laws, (c) affects the exterior of the Leased Premises, (d) violates any existing covenants, conditions or restrictions affecting the Property or violates Landlord’s loan documents, or (e) would unreasonably withheld and interfere with the normal business operations of other tenants in the Building, if not provided within fifteen (15) business days of Tenant’s requestany, such written approval shall consent may be deemed givenwithheld at the sole and absolute discretion of Landlord; except for the foregoing, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, present to Landlord plans and specifications for such work at any the time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or othersapproval is sought. In the event Landlord consents to the making of any such interference or conflict or if any union establishes a picket line with respect Alterations to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, the Leased Premises by Tenant, upon demand of Landlord, the same shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed be made by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices work shall be manufactured done only by a company designated contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld. In All such work with respect to any Alterations shall be done lien free and in a good and workmanlike manner and diligently prosecuted to completion such that, except as absolutely necessary during the event course of such work, the Leased Premises shall at all times be a local panel is required to complete operating unit. Any such Alterations shall be installed in the Premises performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the foregoing provisionswork or any such alterations, additions, or changes, Tenant shall have the same performed in such local panel a manner as not to obstruct access to any portion of the Building. Any Alterations to or of the Leased Premises, including, but not limited to, wallcovering, paneling, and built‑in cabinet work, but excepting movable furniture and equipment, shall at once become a part of the realty and shall be surrendered with the Leased Premises unless Landlord otherwise elects at the time permission is granted to Tenant to install such items. Notwithstanding anything herein to the contrary, with respect to any non-structural alteration which (i) does not affect any Building system or any portion of the Building outside the Leased Premises and (ii) does not cost more than $25,000 in the aggregate in a type designated by Landlordtwelve (12) month period, the consent of Landlord will not be required, provided Landlord receives at least 10 days advance notice thereof.
Appears in 1 contract
Samples: Lease Agreement (Healthequity Inc)
Alterations. 3.1 Tenant shall agrees not to make or perform suffer to be made any alteration, addition Alterations or permit the making improvement to or performance of, any alterations, installations, improvements, additions or other physical changes in or about of the Premises (hereinafter collectively called, the referred to as “Alterations”) ), or any part thereof, without Landlord’s the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, (i) Tenant acknowledges that, by way of example and without limitation, it shall be reasonable for Landlord to withhold its consent to Alterations materially adversely affecting the structural portions of the Building or the Building Systems, and (ii) the term Alterations as used in this Section 8 shall not be deemed to include the Tenant Improvements, it being understood that the parties rights and obligations with respect to the construction of the Tenant Improvements shall be governed by Exhibit C to this Lease. Alterations made by Tenant, including without limitation any partitions (movable or otherwise) or carpeting, shall become a part of the Building and belong to Landlord; provided, however, that equipment, trade fixtures and movable furniture shall remain the property of Tenant. If Landlord consents to the making of any Alterations, the same shall be designed and constructed or installed by Tenant at Tenant’s expense (including expenses incurred in complying with Applicable Laws). All Alterations shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that if Landlord consents to any Alterations that require work to be performed outside the Premises, Landlord may elect to perform such work at Tenant’s reasonable expense, provided that such work shall be performed at prevailing and competitive rates (taking into account the scope of the services, the financial strength, reputation and quality of Landlord’s selected contractor, and the requirement that harmonious labor relations be maintained within the Project). All Alterations shall be made in accordance with complete and detailed architectural, mechanical and engineering plans and specifications approved in writing by Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed) and shall be designed and diligently constructed in a good and workmanlike manner and in compliance with all Applicable Laws. Tenant shall cause any Alterations to be made in such a manner and at such times so that any such work shall not unreasonably disrupt or unreasonably interfere with the use or occupancy of other tenants or occupants of the Project. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of Tenant’s plans and specifications, Tenant’s contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work, except to the extent that any of the foregoing is caused by Landlord’s or any of Landlord’s agents, employees, or contractors negligence or willful misconduct, Landlord’s violation of Applicable Laws, or Landlord’s breach of this Lease. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Minor Alterations consisting only (as defined below), provided that Tenant shall provide Landlord at least ten (10) days’ notice prior to commencing such Minor Alterations, and such Minor Alterations shall otherwise comply with the provisions of paintingthis Paragraph 8. As used herein, installing or removing wall covering or carpeting and which are solely a “Minor Alteration” is any Alteration that satisfies all of a cosmetic or decorative nature the following criteria: (“Decorative Alterations”1) so long as such Decorative Alterations are is not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration Building; (but 2) will not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or adversely affect the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult Systems or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation portions of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, (including exterior walls and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”shear walls). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations ; and (iii3) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements does not cost more than One Hundred Thousand Dollars (including, without limitation, any requirements of the New York Board of Fire Underwriters$100,000.00) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlordper project.
Appears in 1 contract
Samples: Lease Agreement (Harmonic Inc)
Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about improvements to the Premises (hereinafter collectively called, without the “Alterations”) without Landlord’s prior written consent, provided, however, that consent of Landlord’s consent . Landlord shall not be required for Alterations consisting only to notify Tenant of paintingwhether it consents to any alteration, installing addition or removing wall covering or carpeting improvements until it (a) has received plans and specifications therefor which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior sufficiently detailed to allow construction of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors work depicted thereon to be performing performed in a good and workmanlike manner, and (b) has had a reasonable opportunity to review them. If the same at least thirty (30) days prior alteration, addition or improvement will affect the Building’s Structure, HVAC System, or mechanical, electrical, or plumbing systems, then the plans and specifications therefor must be prepared by a licensed engineer acceptable to commencement Landlord. Landlord’s approval of any plans and perform such Decorative Alteration in accordance specifications shall not be a representation or warranty that the plans or the work depicted thereon will comply with all other provisions of this Article 3. applicable Laws or be adequate for any purpose, but shall merely be Landlord’s consent to Alterations performance of the work by Tenant. Upon completion of any alteration, addition, or improvement, Tenant shall deliver to Landlord accurate, reproducible as-built plans therefor. Tenant may be withheld for any reason or for no reasonerect shelves, providedbins, however, machinery and trade fixtures provided that with respect to non-structural Alterations which such items (1) do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside alter the basic character of the Premises or the Building; (“Non-Structural Alterations”), Landlord’s consent shall 2) do not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations overload or damage the same; and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord (3) may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of LandlordPremises. Unless Landlord specifies in writing otherwise, all alterations, additions, and improvements shall be Landlord’s property when installed in the Premises; provided, however, the following shall remain upon Tenant’s property: (a) furniture, movable equipment and other personal property that is not attached to the floors, walls, or ceiling of the Premises; and (b) any other fixture, equipment, or other item, regardless of the manner of attachment, that is used primarily in Tenant’s trade or business and that can be surrendered removed as a separate physical unit without damage to the Building and without interference with other tenants’ use and enjoyment of their leased premises. All work performed by Tenant on the Premises as a part thereof at (including that relating to the end installation, repair, replacement, or removal of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterationsitem) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same performed in accordance with such requestall applicable Laws and with Landlord’s specifications and requirements, in a good and workmanlike, lien-free manner, and restore so as not to damage or alter the Premises to its original conditionBuilding’s Structure or the Premises. In connection with any such alteration, ordinary wear and tear and casualty excepted; provided however thataddition, or improvement, Tenant shall not be required pay to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms Landlord an administration fee of this Leasefive percent (5%) of all costs incurred for such work. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end Upon expiration of the Term or any renewal thereoftermination of Tenant’s right to possess the Premises, shall be removed from Landlord may require Tenant to remove alterations installed on the Premises by or at the request of Tenant, provided, however, that Tenant shall to repair any damage to the Premises or the Building caused by such removal removal, and to restore the Premises to good condition and repair, ordinary wear and tear excepted. If Landlord elects to require Tenant to remove any alterations, it may do so by delivering to Tenant written notice thereof at the time Landlord consented to the alteration or at any time thereafter. Landlord agrees that, upon Tenant’s written request, Landlord shall provide Tenant with confirmation of which alterations Landlord will require Tenant to remove upon expiration of the Term or termination of Tenant’s right to possession of the Premises. Attached hereto as Exhibit “C” is a list of trade fixtures, equipment, or other items that shall remain the property of Tenant. Subject to Landlord’s reasonable satisfaction. For the purposes of prior written approval, this Section 3.2, “Specialty Alterations” shall mean any Alterations that would list may be unusually difficult or expensive to remove or which updated as alterations and additions are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
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Alterations. 3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called, the “Alterations”) without Landlord’s prior written consent, provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Decorative Alterations are not visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the Premises (“Non-Structural Alterations”), Landlord’s consent shall not be unreasonably withheld.
3.2 All Alterations shall be done in compliance with all applicable laws, regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove make any demolition, alteration, installation, improvement, expansion, reduction or decoration (each, an “Alteration”) of or to any Leased Property or any part thereof required to cause the same in accordance Leased Property to comply with such requestLegal Requirements, and restore the Premises to its original conditionany Property Document or any provision of this Lease (each, ordinary wear and tear and casualty excepted; provided however that, a “Required Alteration”). Tenant shall comply with the provisions of clauses (a), (d), (e) and (f) of this Section 8.1 in connection with any Required Alteration. Tenant will not be required to remove make any Decorative Alterations or Non-Structural Alterations installed Alteration (other than Required Alterations), except in accordance with the following terms and conditions:
(a) The Alteration shall be undertaken in accordance with the applicable provisions of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant Landlord’s Loan Documents, the Property Documents and all Alterations in Legal Requirements.
(b) No Event of Default shall have occurred and to be continuing and no Default shall occur as a result of such action.
(c) The Alteration shall not materially adversely affect the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, (i) Primary Intended Use or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end (ii) fair market value of the Term Leased Property in question (it being understood and agreed that Alterations undertaken to conform, upgrade or any renewal thereof, comply with then applicable Concept system standards shall be removed from in compliance with this clause (c)).
(d) A Material Alteration shall be conducted under the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes supervision of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant a Qualified Architect and shall not be required undertaken until ten (10) Business Days after there shall have been delivered to remove any Alteration other than Specialty Alterations designated Landlord, for information purposes only and not for approval by Landlord as such at the time of granting its consent.
3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord Landlord, detailed plans and specifications (including layoutand cost estimates therefor, architecturalprepared and approved in writing by such Qualified Architect. Such plans and specifications may be revised at any time and from time to time, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval provided that material revisions of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval specifications shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the first page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish delivered to Landlord duplicate original policies of worker’s compensation for information purposes only.
(covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors e) All work done in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), any Alteration shall be performed with due diligence in a good and builder’s risk insurance (issued on a completed value basis)workmanlike manner, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred materials used in connection with Landlord’s (or Landlord’s agents) review any Alteration shall be not less than the standard of quality of the proposed Alteration within ten (10) business days materials generally used at the applicable Leased Property as of receipt of an invoice. Before commencing any the date hereof and all work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements.
(120%f) percent of Landlord’s estimate of the The cost of performing such work, provided, however, that any Material Alteration shall be promptly and fully paid for any Alteration that is reasonably estimated by Tenant. Unless otherwise consented to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to by Landlord, that Tenant possesses adequate capital such consent not to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration.
3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, construction contracts for Material Alterations shall require at least 5% retainage until substantial completion and, thereafter, retainage of 105% of the cost to complete the work. During a Tenant Security Period, no Alteration the cost of which exceeds the Threshold Amount shall be performed by or on behalf of Tenant unless Tenant shall have delivered to Landlord Eligible Collateral as security in an amount not less than the amount by which the estimated cost (as set forth in the Qualified Architect’s written estimate referred to above) of such Alteration exceeds the Threshold Amount, provided within fifteen (15) business days of that with respect to any Required Alteration, Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior obligation to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment deliver Eligible Collateral shall be subject to the limitations set forth in Section 3.1(g). In addition to payment or reimbursement from time to time of Tenant’s expenses incurred in connection with any liensuch Alteration, encumbrance, chattel mortgage or title retention or the amount of such security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged reduced on any given date to the Qualified Architect’s written estimate of the cost to complete the Alteration (including any retainages being withheld by Tenant from its contractors), free and clear of Liens, other than Permitted Encumbrances. Eligible Collateral provided by Tenant pursuant to this Section 8.1(f) shall be held and paid by Landlord solely as provided in this Section 8.1(f) and Section 8.1(g) and shall serve as security for funding the costs of completion of the applicable Material Alteration and shall not otherwise be available to secure any other obligations of Tenant under this Lease.
(g) At any time after substantial completion of any Alteration in respect of which Eligible Collateral is deposited pursuant hereto, the whole balance of any Eligible Collateral so deposited by Tenant with Landlord and then remaining on deposit (together with earnings thereon) may be withdrawn by Tenant and shall be paid by Landlord to Tenant, and any other Eligible Collateral so deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Tenant, within ten (10) business days thereafterafter receipt by Landlord of an application for such withdrawal and/or release together with an officer’s certificate from Tenant, and signed also (as to the following clause (a)) by the Qualified Architect, setting forth in substance as follows:
(i) that the Alteration in respect of which such Eligible Collateral was deposited has been substantially completed in all material respects substantially in accordance with any plans and specifications therefor previously filed with Landlord under Section 8.1 and that, if applicable, a certificate of occupancy has been issued with respect to such Alteration by the relevant governmental authority(ies) or, if not applicable, that a certificate of occupancy is not required; and
(ii) that to the knowledge of the certifying person all amounts which Tenant is or may become liable to pay in respect of such Alteration through the date of the certification have been paid in full or adequately provided for or are being contested in accordance with the terms of this Lease and that, except to the extent of such contests, lien waivers have been obtained from the general contractor and major subcontractors performing such Alterations (or such waivers are not customary and reasonably obtainable by prudent owners in the area where the Leased Property is located).
(h) Tenant shall obtain Landlord’s prior written approval for any Alteration (x) which would, after completion of the Alteration, have a material adverse effect on the value or utility of the Leased Property (it being understood and agreed that Alterations undertaken to conform, upgrade or comply with then applicable Concept system standards shall be deemed not to have a material adverse effect on the value or utility of the Leased Property), provided that Landlord shall approve such Alteration if Tenant covenants with Landlord to restore the applicable Leased Property at the expiration or earlier termination of this Lease to its state prior to such alteration and Landlord is reasonably assured of Tenant’s expenseability to do so (y) during a Tenant Security Period, by payment which would affect the material structural elements or filing systems of the bond required by law. Notice is hereby given applicable Leased Property; provided that Landlord shall not be liable for any labor unreasonably withhold, condition or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediatelydelay its approval.
3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord’s approval all design specifications and requirements prepared in connection with Tenant’s installation of said fire control or detection devices. Notwithstanding the foregoing, Landlord will determine what modifications, if any, to the base building fire alarm system will be required as a result of Tenant’s fire control system and peripheral devices. Such modifications shall be performed by Landlord at Tenant’s sole cost and expense. All such fire control devices shall be manufactured by a company designated by Landlord. In the event a local panel is required to be installed in the Premises in accordance with the foregoing provisions, such local panel shall be a type designated by Landlord.
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Samples: Master Lease Agreement (Cheeseburger-Ohio, Limited Partnership)
