Expansion Premises TI Allowance. Landlord shall provide to Tenant a tenant improvement allowance (collectively, “Expansion Premises TI Allowance”) as follows: 1. first, Landlord shall provide and disburse a “Base Expansion Premises TI Allowance” in the maximum amount of $[***] per rentable square foot in the Expansion Premises, or $[***] in the aggregate (i.e., $[***] x 14,446 rsf), which is included in the Base Rent set forth in the First Amendment; and 2. then, upon full disbursement of the Base Expansion Premises TI Allowance, Landlord shall provide and disburse an “Additional Expansion Premises TI Allowance” in the maximum amount of $[***] per rentable square foot in the Expansion Premises, or $[***] in the aggregate (i.e., $[***] x 14,446 rsf), which shall, to the extent used, result in adjustments to the Base Rent for the Expansion Premises as set forth in the First Amendment but shall not be included in Base Rent for the purposes of calculating the annual Base Rent increase described in Section 5 of this First Amendment. Notwithstanding any contrary provision set forth in this First Amendment, Tenant shall be permitted to use the Additional Expansion Premises TI Allowance for the Expansion Premises Tenant Improvements (with respect to the Expansion Premises) or the Tenant Improvements (with respect to the Existing Premises). Before commencing the Expansion Premises Tenant Improvements, Tenant shall notify Landlord how much Additional Expansion Premises TI Allowance Tenant has elected to receive from Landlord (“Elected Amount”). Such election shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The Expansion Premises TI Allowance shall be disbursed in accordance with this Expansion Premises Work Letter. Tenant shall have no right to the use or benefit (including any reduction to Base Rent for the Expansion Premises) of any portion of the Expansion Premises TI Allowance not required for (i) the design and construction of the Expansion Premises Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d), (ii) the design and construction of any Changes pursuant to Section 4, (iii) assessment of vapor/moisture for any portion of the Premises, including without limitation the Expansion Premises, (iv) the reasonable costs of space planning, architectural, engineering, and construction management fees, and (v) with respect to the Additional Expansion Premises TI Allowance, (A) the design and construction of the Existing Premises Tenant Improvements, (B) the design and construction of any Changes regarding the Existing Premises, (C) the reasonable costs of space planning, architectural, engineering, and construction management fees regarding the Existing Premises. Regardless of the timing incident to the approval of the TI Design Drawings and the TI Construction Drawings as set forth in Sections 2(b) and 2(c) above, respectively, in no event whatsoever shall Tenant have any right to any portion of the Expansion Premises TI Allowance that is not disbursed before the last day of the month that is 18 months after the Expansion Premises Commencement Date (“Disbursement Deadline”). If all or any portion of the Additional Expansion Premises TI Allowance is not disbursed by the Disbursement Deadline, for purpose of calculating the Base Rent for the Expansion Premises and adjustments thereto under the First Amendment, Tenant shall be deemed to have been disbursed the entire Elected Amount of the Additional Expansion Premises TI Allowance by the Disbursement Deadline. As a result, the Base Rent for the Expansion Premises shall be adjusted as though Tenant had been disbursed the entire Elected Amount of the Expansion Premises TI Allowance by the Disbursement Deadline.
Appears in 2 contracts
Samples: Lease Agreement (NextCure, Inc.), Lease Agreement (NextCure, Inc.)
Expansion Premises TI Allowance. Landlord shall provide make available to Tenant a tenant improvement allowance of up to $10.00 per rentable square foot of the Expansion Premises, or $112,370 in the aggregate (collectively, the “Expansion Premises TI Allowance”) as follows:
1. first, for the design and construction of fixed and permanent improvements desired by and performed by Tenant and reasonably acceptable to Landlord shall provide and disburse a “Base Expansion Premises TI Allowance” in the maximum amount of $[***] per rentable square foot in the Expansion Premises, or $[***] in Premises (the aggregate (i.e., $[***] x 14,446 rsf“Expansion Premises Improvements”), which is included in the Base Rent set forth in the First Amendment; and
2. then, upon full disbursement of the Base Expansion Premises TI Allowance, Landlord shall provide and disburse an “Additional Expansion Premises TI Allowance” in the maximum amount of $[***] per rentable square foot in the Expansion Premises, or $[***] in the aggregate (i.e., $[***] x 14,446 rsf), which shall, to the extent used, result in adjustments to the Base Rent for the Expansion Premises as set forth in the First Amendment but shall not be included in Base Rent for the purposes of calculating the annual Base Rent increase described in Section 5 of this First Amendment. Notwithstanding any contrary provision set forth in this First Amendment, Tenant Improvements shall be permitted constructed pursuant to use the Additional Expansion Premises TI Allowance for the Expansion Premises Tenant Improvements (with respect a scope of work reasonably acceptable to the Expansion Premises) or the Tenant Improvements (with respect to the Existing Premises). Before commencing the Expansion Premises Tenant Improvements, Tenant shall notify Landlord how much Additional Expansion Premises TI Allowance Tenant has elected to receive from Landlord (“Elected Amount”). Such election shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The Expansion Premises TI Allowance shall be disbursed in accordance with this Expansion Premises Work Letter. Tenant shall have no right to the use or benefit (including any reduction to Base Rent available only for the Expansion Premises) of any portion of the Expansion Premises TI Allowance not required for (i) the design and construction of the Expansion Premises Improvements (including Tenant’s project management fees). Tenant Improvements described in acknowledges that upon the TI Construction Drawings approved pursuant to Section 2(d), (ii) the design and construction of any Changes pursuant to Section 4, (iii) assessment of vapor/moisture for any portion expiration of the PremisesTerm of the Lease, including without limitation the Expansion Premises, (iv) Premises Improvements shall become the reasonable costs property of space planning, architectural, engineering, Landlord and construction management fees, and (v) with respect to may not be removed by Tenant. Except for the Additional Expansion Premises TI Allowance, Tenant shall be solely responsible for all of the costs of the Expansion Premises Improvements. The Expansion Premises Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of the Lease. The contractor for the Expansion Premises Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to the commencement of the Expansion Premises Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors, and certificates of insurance from any contractor performing any part of the Expansion Premises Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (Aif any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction of the Existing Expansion Premises Tenant Improvements, (B) Landlord shall reimburse Tenant for the design and construction of any Changes regarding the Existing Premises, (C) the reasonable costs of space planning, architectural, engineering, and construction management fees regarding the Existing Premises. Regardless cost of the timing incident Expansion Premises Improvements once a month against a draw request in Landlord’s standard form, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily and reasonably obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the TI Design Drawings Expansion Premises Improvements (and the TI Construction Drawings as set forth in Sections 2(b) and 2(c) above, respectively, in no event whatsoever shall Tenant have any right prior to any final disbursement of the Expansion Premises TI Allowance) Tenant shall deliver to Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Expansion Premises Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for the Expansion Premises Improvements. Notwithstanding the foregoing, if the cost of the Expansion Premises Improvements exceeds the Expansion Premises TI Allowance, Tenant shall be required to pay such excess in full prior to Landlord having any obligation to fund any remaining portion of the Expansion Premises TI Allowance. The Expansion Premises TI Allowance shall only be available for use by Tenant for the construction of the Expansion Premises Improvements until the date that is not disbursed before the last day of the month that is 18 6 months after the Expansion Premises Commencement Date (the “Disbursement Deadline”). If all or any portion of the Additional Outside Expansion Premises TI Allowance is not disbursed by the Disbursement Deadline, for purpose of calculating the Base Rent for the Expansion Premises and adjustments thereto under the First Amendment, Tenant shall be deemed to have been disbursed the entire Elected Amount of the Additional Expansion Premises TI Allowance by the Disbursement DeadlineDate”). As a result, the Base Rent for the Expansion Premises shall be adjusted as though Tenant had been disbursed the entire Elected Amount Any portion of the Expansion Premises TI Allowance which has not been properly requested by Tenant from Landlord on or before the Disbursement DeadlineOutside Expansion Premises TI Allowance Date shall be forfeited and shall not be available for use by Tenant.
Appears in 1 contract
Samples: Lease Agreement (Constellation Pharmaceuticals Inc)
Expansion Premises TI Allowance. Landlord shall provide make available to Tenant a tenant improvement allowance of up to $20.00 per rentable square foot of the Expansion Premises, or $231,460 (collectively, the “Expansion Premises TI Allowance”) for the design and construction of fixed and permanent improvements desired by and performed by Tenant in the Expansion Premises (the “Expansion Premises Tenant Improvements”). Except as follows:
1. firstotherwise provided in this Section 7, Landlord shall provide and disburse a “Base the Expansion Premises TI Allowance” in Allowance shall be available only for the maximum amount design and construction of $[***] per rentable square foot Expansion Premises Tenant Improvements in the Expansion Premises, or $[***] in . Tenant acknowledges that upon the aggregate (i.e., $[***] x 14,446 rsf), which is included in the Base Rent set forth in the First Amendment; and
2. then, upon full disbursement expiration of the Base Term of the Lease, the Expansion Premises Tenant Improvements shall become the property of Landlord and may not be removed by Tenant. Notwithstanding anything to the contrary contained herein, the Expansion Premises TI Allowance shall not be used to purchase any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Expansion Premises. Except for the Expansion Premises TI Allowance, Landlord Tenant shall provide and disburse an “Additional Expansion Premises TI Allowance” in be solely responsible for all of the maximum amount costs of $[***] per rentable square foot in the Expansion Premises, or $[***] in the aggregate (i.e., $[***] x 14,446 rsf), which shall, to the extent used, result in adjustments to the Base Rent for the Expansion Premises as set forth in the First Amendment but shall not be included in Base Rent for the purposes of calculating the annual Base Rent increase described in Section 5 of this First AmendmentTenant Improvements. Notwithstanding any contrary provision set forth in this First Amendment, The Expansion Premises Tenant Improvements shall be permitted treated as Alterations and shall be undertaken pursuant to use Section 12 of the Additional Expansion Premises TI Allowance Lease. The contractor for the Expansion Premises Tenant Improvements (with respect shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to the Expansion Premises) or the Tenant Improvements (with respect to the Existing Premises). Before commencing commencement of the Expansion Premises Tenant Improvements, Tenant shall notify deliver to Landlord how much Additional a copy of any contract with Tenant’s contractors, and certificates of insurance from any contractor performing any part of the Expansion Premises Tenant Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. Tenant shall not be required to remove the Expansion Premises Tenant Improvements at the expiration or earlier termination of the Term nor shall Tenant have the right to remove any of the Expansion Premises Tenant Improvements at any time during the Term. During the course of design and construction of the Expansion Premises Tenant Improvements, Landlord shall reimburse Tenant for the cost of the Expansion Premises Tenant Improvements once a month against a draw request in Landlord’s standard form, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Expansion Premises Tenant Improvements (and prior to any final disbursement of the Expansion Premises TI Allowance Allowance) Tenant has elected shall deliver to receive Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Expansion Premises Tenant Improvements and final lien waivers from Landlord all such contractors and subcontractors; and (ii) “Elected Amount”)as built” plans for the Expansion Premises Tenant Improvements. Such election Notwithstanding the foregoing, if the cost of the Expansion Premises Tenant Improvements exceeds the Expansion Premises TI Allowance, Tenant shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld required to pay such excess in Landlord’s sole and absolute subjective discretionfull prior to Landlord having any obligation to fund any of the Expansion Premises TI Allowance. The Expansion Premises TI Allowance shall only be disbursed in accordance with this available for use by Tenant for the construction of the Expansion Premises Work LetterTenant Improvements in the Premises until the date that is 12 months after the Expansion Premises Commencement Date, and any portion of the Expansion Premises TI Allowance which has not been disbursed by Landlord on or before until the date that is 12 months after the Expansion Premises Commencement Date shall be applied to reduce the monthly Base Rent first coming due under the Lease following the completion of the Expansion Premises Tenant Improvements and the payment of all costs incurred in connection with the Expansion Premises Tenant Improvements. Except as otherwise provided in the immediately preceding sentence, Tenant shall have no right to the use or benefit (including any reduction to Base Rent for the Expansion Premises) of any portion of the Expansion Premises TI Allowance not required for (i) the design and construction of the Expansion Premises Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d), (ii) the design and construction of any Changes pursuant to Section 4, (iii) assessment of vapor/moisture for any portion of the Premises, including without limitation the Expansion Premises, (iv) the reasonable costs of space planning, architectural, engineering, and construction management fees, and (v) with respect to the Additional Expansion Premises TI Allowance, (A) the design and construction of the Existing Premises Tenant Improvements, (B) the design and construction of any Changes regarding the Existing Premises, (C) the reasonable costs of space planning, architectural, engineering, and construction management fees regarding the Existing Premises. Regardless of the timing incident to the approval of the TI Design Drawings and the TI Construction Drawings as set forth in Sections 2(b) and 2(c) above, respectively, in no event whatsoever shall Tenant have any right to any portion of the Expansion Premises TI Allowance that is not disbursed before the last day of the month that is 18 months after the Expansion Premises Commencement Date (“Disbursement Deadline”). If all or any portion of the Additional Expansion Premises TI Allowance is not disbursed by the Disbursement Deadline, for purpose of calculating the Base Rent for the Expansion Premises and adjustments thereto under the First Amendment, Tenant shall be deemed to have been disbursed the entire Elected Amount of the Additional Expansion Premises TI Allowance by the Disbursement Deadline. As a result, the Base Rent for the Expansion Premises shall be adjusted as though Tenant had been disbursed the entire Elected Amount of the Expansion Premises TI Allowance by the Disbursement Deadline.
Appears in 1 contract