Expansion Work. Prior to the Expansion Commencement Date, Landlord shall place all existing systems serving the Expansion Premises in good working order and install additional Improvements to the Demised Premises and Improvements to the Expansion Premises (collectively, the “Expansion Work”) subject to the terms of this Section 17(g). Landlord shall have non-exclusive reasonable rights of entry to the Demised Premises for the purpose of constructing the Expansion Work. Landlord’s entry to the Demised Premises for the purpose of performing Expansion Work shall be subject to the terms and conditions of the Lease, including, without limitation Section 23 of the Lease (except that prior notice shall not be required); provided, however that Tenant and Landlord will reasonably cooperate with each other to First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 coordinate their respective activities in the Demised Premises so as not to unreasonably interfere with Landlord’s construction of the Expansion Work. (i) Within fifteen (15) days after the Amendment Effective Date, Landlord shall deliver to Tenant Plans and Specifications for the Expansion Work (the “Expansion Plans”). Except for such changes, if any, as shall be required to comply with applicable Governmental Requirements, the Expansion Plans shall be based upon and be drafted in accordance with the preliminary plans and specifications and/or preliminary floor plans (the “Expansion Preliminary Plans”) set forth on Exhibit B-1 attached hereto and incorporated herein. Tenant shall have ten (10) business days after Landlord’s delivery to Tenant of the Expansion Plans, (the “Approval Period”) to review and to deliver to Landlord notice of either Tenant’s approval of the Expansion Plans or Tenant’s requested changes to the Expansion Plans. Tenant shall have no right to request any changes to the Expansion Plans which would materially alter the Demised Premises, the Expansion Premises or the exterior appearance or basic nature of the Building, as the same are contemplated by the Expansion Preliminary Plans. If Tenant fails to approve or request changes to the Expansion Plans by the end of the Approval Period, then Tenant shall be deemed to have approved the Expansion Plans and the same shall thereupon be final. If Tenant requests any changes to the Expansion Plans, then Landlord shall make those changes which are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of Expansion Plans to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion Plans unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion Plans, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Landlord and Tenant shall at all times in their respective preparation or review of the Expansion Plans, and of any revisions thereto, act reasonably and in good faith. After Tenant has approved the Expansion Plans or the Expansion Plans have otherwise been finalized pursuant to the procedures set forth hereinabove, any subsequent Change Order to the Expansion Plans requested by Tenant shall be at Tenant’s sole cost and expense and subject to Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In the event Landlord approves any such requested Change Order, Landlord shall give written notice thereof to Tenant, which notice will specify the Change Order approved by Landlord as well as a fixed price estimate of the incremental cost thereof (“Change Order Estimate”). The cost to Tenant for Change Orders shall be the amount of the Change Order Estimate plus five percent (5%) of such amount as Landlord’s overhead (“Change Order Costs”). If the collective Change Order Costs for Change Orders approved by Landlord and Tenant exceed $25,000.00, Tenant acknowledges and agrees that Landlord shall be under no obligation to proceed with any work related to approved Change Orders unless and until Tenant delivers to Landlord an amount equal to the amount by which such Change Order Costs, collectively, exceed $25,000.00 as set forth in a notice from Landlord setting forth such Change Order Costs. Tenant shall have five (5) business days from receipt of such Change Order Estimate to deliver to Landlord notice withdrawing its request to perform the Change Order, requesting revisions to the Change Order to reduce the cost thereof, or waiving Tenant’s rights under this sentence. Tenant’s failure to provide any such notice within such five (5) business day period shall be deemed to be Tenant’s approval of the Change Order and Change Order Estimate. If Tenant shall request revisions to the Change Order within such five (5) business day period, the foregoing procedure shall be repeated until Tenant shall either approve (or be deemed to approve) the Change Order or withdraw its request for the performance of the Change Order work. Tenant shall pay the Change Order Costs for all First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 approved Change Orders on or before the date that is later of (i) the Expansion Commencement Date and (ii) the date of Landlord’s delivery of its invoice for reimbursement setting forth each approved Change Order and associated Change Order Costs (which shall not exceed the amount of each Change Order Estimate plus five percent (5%) of such amounts for Landlord’s overhead). If after the Expansion Plans have been finalized pursuant to the procedures set forth hereinabove Tenant requests a Change Order or any further changes to the Expansion Plans and, as a result thereof, Substantial Completion of the Expansion Work is delayed, then for purposes of establishing the Expansion Commencement Date and any other date tied to the date of Substantial Completion of the Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delay. (ii) Landlord shall use reasonable speed and diligence to Substantially Complete the Expansion Work, at Landlord’s sole cost and expense, and have the Expansion Premises ready for occupancy on or before the Expansion Commencement Date of June 1, 2013, set forth in Section 1(f)(ii). If the Expansion Work is not Substantially Complete on that date, such failure to complete shall not in any way affect the obligations of Tenant hereunder except that, to the extent that any of the Expansion Work that has not been Substantially Completed is located in the Expansion Premises, the Expansion Commencement Date shall be postponed one day for each day Substantial Completion is delayed until the Expansion Work located in the Expansion Premises is Substantially Complete, unless the delay is caused by any of the following Tenant Delays: (A) Tenant’s failure to approve or disapprove the Expansion Plans as set forth in Section 17(g)(i), (B) Change Orders requested by Tenant after approval of the Expansion Plans, or (C) any other act or omission of Tenant or Tenant’s Affiliates of which Landlord provides oral or written notice to Tenant if a Tenant Delay occurs as a result thereof. No liability whatsoever shall arise or accrue against Landlord by reason of its failure to deliver or afford possession of the Expansion Premises, and Tenant hereby releases and discharges Landlord from and of any claims for damage, loss, or injury of every kind whatsoever as if this Lease were never executed. (iii) Upon Substantial Completion of the Expansion Work, a representative of Landlord and a representative of Tenant together shall inspect the Expansion Work and generate a Punchlist. Landlord shall, within a reasonable time after the Punchlist is prepared and agreed upon by Landlord and Tenant, complete such incomplete work and remedy such defective work as is set forth on the Punchlist. All construction work performed by Landlord shall be deemed approved by Tenant in all respects except for items of said work which are not completed or do not conform to the Expansion Plans and which are included on the Punchlist. (iv) For purposes of the Expansion Work, the term “Substantial Completion” (or any variation thereof) shall mean completion of construction of the Expansion Work in accordance with the Expansion Plans, subject only to Punchlist items established pursuant to Section 17(g)(iii), as established by the delivery by Landlord to Tenant of a Certificate of Substantial Completion for the Expansion Work on Standard AIA Form G-704 certified by Landlord’s architect, which Certificate may be delivered separately for the Expansion Work to be performed in the Expansion Premises and the Demised Premises. Notwithstanding the foregoing, if a certificate of occupancy or its equivalent (or temporary certificate of occupancy or its equivalent) is required by the appropriate governmental authority for the Expansion Work performed in either the Demised Premises or the Expansion Premises, then Substantial Completion of the applicable Expansion Work shall not occur until such certificate or its First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 equivalent is issued by the appropriate governmental authority, unless it is unavailable because of unfinished work to be performed by Tenant. In the event Substantial Completion of the Expansion Work with respect to the Expansion Premises is delayed because of a Tenant Delay, then for the purpose of establishing the Expansion Commencement Date and any other date tied to the date of Substantial Completion of the Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delay.”
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Expansion Work. Prior 2.4.1 Landlord, at Tenant’s expense (except as otherwise set forth herein), will perform or cause Landlord’s construction affiliate to the Expansion Commencement Date, Landlord shall place all existing systems serving perform certain work and make certain installations in and to the Expansion Premises in good working order to prepare same for occupancy by Tenant; such work and install additional Improvements installations to the Demised Premises and Improvements to the Expansion Premises (collectively, the “Expansion Work”) subject to the terms of this Section 17(g). Landlord shall have non-exclusive reasonable rights of entry to the Demised Premises for the purpose of constructing the Expansion Work. Landlord’s entry to the Demised Premises for the purpose of performing Expansion Work shall be subject to the terms and conditions of the Lease, including, without limitation Section 23 of the Lease (except that prior notice shall not be required); provided, however that Tenant and Landlord will reasonably cooperate with each other to First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 coordinate their respective activities in the Demised Premises so as not to unreasonably interfere with Landlord’s construction of the Expansion Work.
(i) Within fifteen (15) days after the Amendment Effective Date, Landlord shall deliver to Tenant Plans and Specifications for the Expansion Work (the “Expansion Plans”). Except for such changes, if any, as shall be required to comply with applicable Governmental Requirements, the Expansion Plans shall be based upon and be drafted performed in accordance with the preliminary plans and specifications and/or preliminary floor plans (the “Expansion Preliminary Plans”) set forth on Exhibit B-1 attached hereto and incorporated herein. Tenant shall have ten (10) business days after Landlord’s delivery to Tenant of the Expansion Plans, (the “Approval Period”) to review and to deliver to Landlord notice of either Tenant’s approval of the Expansion Plans or Tenant’s requested changes to the Expansion Plans. Tenant shall have no right to request any changes to the Expansion Plans which would materially alter the Demised Premises, the Expansion Premises or the exterior appearance or basic nature of the Building, as the same are contemplated by the Expansion Preliminary Plans. If Tenant fails to approve or request changes to the Expansion Plans by the end of the Approval Period, then Tenant shall be deemed to have approved the Expansion Plans and the same shall thereupon be final. If Tenant requests any changes to the Expansion Plans, then Landlord shall make those changes which are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of Expansion Plans to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion Plans unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion Plans, as modified by said revisions, shall be deemed final construction drawings to be final upon the submission developed by or on behalf of said revisions to Tenant. Landlord and Tenant shall at all times in their respective preparation or review of the Expansion Plans, and of any revisions thereto, act reasonably and in good faith. After Tenant has approved the Expansion Plans or the Expansion Plans have otherwise been finalized pursuant to the procedures set forth hereinabove, any subsequent Change Order to the Expansion Plans requested by Tenant shall be at Tenant’s sole cost and expense and subject to Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayeddelayed (such work and installations sometimes herein referred to as the “Expansion Work”). As of the date of this Agreement, Landlord’s good faith, estimated construction schedule for the performance of the Expansion Work is attached hereto as Exhibit “2”, it being understood that such construction schedule is subject to, among other things, the timely performance by Tenant of all of its obligations set forth thereon. In the event Landlord approves any such requested Change Order, Landlord shall give written notice thereof that there is a conflict or inconsistency between the provisions of this Agreement (including the Exhibits annexed hereto) and the work set forth on the final construction documents to Tenant, which notice will specify be prepared for the Change Order approved by Landlord as well as a fixed price estimate of the incremental cost thereof (“Change Order Estimate”). The cost to Tenant for Change Orders shall be the amount of the Change Order Estimate plus five percent (5%) of such amount as Landlord’s overhead (“Change Order Costs”). If the collective Change Order Costs for Change Orders Expansion Work and approved by Landlord and Tenant exceed $25,000.00after the date hereof, Tenant acknowledges and agrees that such final construction documents shall be controlling. Landlord shall be under no obligation to proceed with correct any work related to approved Change Orders unless and until Tenant delivers to Landlord an amount equal to the amount by which such Change Order Costs, collectively, exceed $25,000.00 as set forth latent defects in a notice from Landlord setting forth such Change Order Costs. Tenant shall have five (5) business days from receipt of such Change Order Estimate to deliver to Landlord notice withdrawing its request to perform the Change Order, requesting revisions to the Change Order to reduce the cost thereof, or waiving Tenant’s rights under this sentence. Tenant’s failure to provide any such notice within such five (5) business day period shall be deemed to be Tenant’s approval of the Change Order and Change Order Estimate. If Tenant shall request revisions to the Change Order within such five (5) business day period, the foregoing procedure shall be repeated until Tenant shall either approve (or be deemed to approve) the Change Order or withdraw its request for the performance of the Change Order work. Tenant shall pay the Change Order Costs for all First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 approved Change Orders on or before the date that is later of (i) the Expansion Commencement Date and Work provided such defects are disclosed to Landlord, in writing, within twelve (ii12) the date of Landlord’s delivery of its invoice for reimbursement setting forth each approved Change Order and associated Change Order Costs (which shall not exceed the amount of each Change Order Estimate plus five percent (5%) of such amounts for Landlord’s overhead). If months after the Expansion Plans have been finalized pursuant Premises Commencement Date, and same are not caused by any work performed by or on behalf of Tenant.
2.4.2 Notwithstanding anything to the procedures set forth hereinabove Tenant requests contrary contained herein, Landlord shall bear up to a Change Order or any further changes to maximum of $1,584,270.00 (i.e., $45.00 multiplied by the Expansion Plans and, as a result thereof, Substantial Completion rentable square footage of the Expansion Work is delayed, then for purposes of establishing Premises [35,206]) (the “Expansion Commencement Date and any other date tied to the date of Substantial Completion Allowance”) of the Total Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delay.
Charge (ii) Landlord shall use reasonable speed and diligence to Substantially Complete the Expansion Work, at Landlord’s sole cost and expense, and have the Expansion Premises ready for occupancy on or before the Expansion Commencement Date of June 1, 2013, set forth in Section 1(f)(iias hereinafter defined). If the Expansion Work is not Substantially Complete on that date, such failure to complete shall not in any way affect the obligations of Tenant hereunder except that, to the extent that any of the Expansion Work that has not been Substantially Completed is located in the Expansion Premises, the Expansion Commencement Date shall be postponed one day for each day Substantial Completion is delayed until the Expansion Work located in the Expansion Premises is Substantially Complete, unless the delay is caused by any of the following Tenant Delays: (A) Tenant’s failure to approve or disapprove the Expansion Plans as set forth in Section 17(g)(i), (B) Change Orders requested by Tenant after approval of the Expansion Plans, or (C) any other act or omission of Tenant or Tenant’s Affiliates of which Landlord provides oral or written notice to Tenant if a Tenant Delay occurs as a result thereof. No liability whatsoever shall arise or accrue against Landlord by reason of its failure to deliver or afford possession of the Expansion Premises, and Tenant hereby releases and discharges Landlord from and of any claims for damage, loss, or injury of every kind whatsoever as if this Lease were never executed.
(iii) Upon Substantial Completion of the Expansion Work, a representative of Landlord and a representative of Tenant together shall inspect the Expansion Work and generate a Punchlist. Landlord shall, within a reasonable time after the Punchlist is prepared and agreed upon by Landlord and Tenant, complete such incomplete work and remedy such defective work as is set forth on the Punchlist. All construction work performed by Landlord shall be deemed approved by Tenant in all respects except for items of said work which are not completed or do not conform to the Expansion Plans and which are included on the Punchlist.
(iv) For purposes of the Expansion Workthis Section, the term “Substantial CompletionTotal Expansion Charge” (or any variation thereofshall have the meaning set forth in Article 5(F) shall mean completion of construction of the Expansion Work in accordance with the Expansion Plans, subject only to Punchlist items established pursuant to Section 17(g)(iii), as established by the delivery by Landlord to Tenant of a Certificate of Substantial Completion for the Expansion Work on Standard AIA Form G-704 certified by Landlord’s architect, which Certificate may be delivered separately for the Expansion Work to be performed in the Expansion Premises and the Demised Premises. Notwithstanding the foregoing, if a certificate of occupancy or its equivalent (or temporary certificate of occupancy or its equivalent) is required by the appropriate governmental authority for the Expansion Work performed in either the Demised Premises or the Expansion Premises, then Substantial Completion of the applicable Expansion Work shall not occur until such certificate or its First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 equivalent is issued by the appropriate governmental authority, unless it is unavailable because of unfinished work to be performed by Tenant. In the event Substantial Completion of the Expansion Work with respect to the Expansion Premises is delayed because of a Tenant Delay“Total LIC Charge”, then for and shall specifically include all costs associated with any Ceiling Work (as defined in the purpose of establishing the Expansion Commencement Date and any other date tied to the date of Substantial Completion of the Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delay.”Lease) performed
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Expansion Work. Prior to the Expansion Commencement Date, Landlord shall place all existing systems serving the Expansion Premises in good working order and install additional Improvements to the Demised Premises and Improvements to the Expansion Premises (collectively, the “Expansion Work”) subject to the terms of this Section 17(g). Landlord shall have non-exclusive reasonable rights of entry to the Demised Premises for the purpose of constructing the Expansion Work. Landlord’s entry to the Demised Premises for the purpose of performing Expansion Work shall be subject to the terms and conditions of the Lease, Lease including, without limitation Section 23 of the Lease (except that prior notice shall not be required); provided, however that Tenant and Landlord will reasonably cooperate with each other to First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 coordinate their respective activities in the Demised Premises so as not to unreasonably interfere with Landlord’s construction of the Expansion Work.
(i) Within fifteen (15) days after the Amendment Effective Date, Landlord shall deliver to Tenant Plans and Specifications for the Expansion Work (the “Expansion Plans”). Except for such changes, if any, as shall be required to comply with applicable Governmental Requirements, the Expansion Plans shall be based upon and be drafted in accordance with the preliminary plans and specifications and/or preliminary floor plans (the “Expansion Preliminary Plans”) set forth on Exhibit B-1 attached hereto and incorporated herein. Tenant shall have ten (10) business days after Landlord’s delivery to Tenant of the Expansion Plans, (the “Approval Period”) to review and to deliver to Landlord notice of either Tenant’s approval of the Expansion Plans or Tenant’s requested changes to the Expansion Plans. Tenant shall have no right to request any changes to the Expansion Plans which would materially alter the Demised Premises, the Expansion Premises or the exterior appearance or basic nature of the Building, as the same are contemplated by the Expansion Preliminary Plans. If Tenant fails to approve or request changes to the Expansion Plans by the end of the Approval Period, then Tenant shall be deemed to have approved the Expansion Plans and the same shall thereupon be final. If Tenant requests any changes to the Expansion Plans, then Landlord shall make those changes which are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of Expansion Plans to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion Plans unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion Plans, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Landlord and Tenant shall at all times in their respective preparation or review of the Expansion Plans, and of any revisions thereto, act reasonably and in good faith. After Tenant has bas approved the Expansion Plans or the Expansion Plans have otherwise been finalized pursuant to the procedures set forth hereinabove, any subsequent Change Order to the Expansion Plans requested by Tenant shall be at Tenant’s sole cost and expense and subject to Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In the event Landlord approves any such requested Change Order, Landlord shall give written notice thereof to Tenant, which notice will specify the Change Order approved by Landlord as well as a fixed price estimate of the incremental cost thereof (“Change Order Estimate”). The cost to Tenant for Change Orders shall be the amount of the Change Order Estimate plus five percent (5%) of such amount as Landlord’s overhead (“Change Order Costs”). If the collective Change Order Costs for Change Orders approved by Landlord and Tenant exceed $25,000.00, Tenant acknowledges and agrees that Landlord shall be under no obligation to proceed with any work related to approved Change Orders unless and until Tenant delivers to Landlord an amount equal to the amount by which such Change Order Costs, collectively, exceed $25,000.00 as set forth in a notice from Landlord setting forth such Change Order Costs. Tenant shall have five (5) business days from receipt of such Change Order Estimate to deliver to Landlord notice withdrawing its request to perform the Change Order, requesting revisions to the Change Order to reduce the cost thereof, or waiving Tenant’s rights under this sentence. Tenant’s failure to provide any such notice within such five (5) business day period shall be deemed to be Tenant’s approval of the Change Order and Change Order Estimate. If Tenant shall request revisions to the Change Order within such five (5) business day period, the foregoing procedure shall be repeated until Tenant shall either approve (or be deemed to approve) the Change Order or withdraw its request for the performance of the Change Order work. Tenant shall pay the Change Order Costs for all First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 approved Change Orders on or before the date that is later of (i) the Expansion Commencement Date and (ii) the date of Landlord’s delivery of its invoice for reimbursement setting forth each approved Change Order and associated Change Order Costs (which shall not exceed the amount of each Change Order Estimate plus five percent (5%) of such amounts for Landlord’s overhead). If after the Expansion Plans have been finalized pursuant to the procedures set forth hereinabove Tenant requests a Change Order or any further changes to the Expansion Plans and, as a result thereof, Substantial Completion of the Expansion Work is delayed, then for purposes of establishing the Expansion Commencement Date and any other date tied to the date of Substantial Completion of the Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delay.
(ii) Landlord shall use reasonable speed and diligence to Substantially Complete the Expansion Work, at Landlord’s sole cost and expense, and have the Expansion Premises ready for occupancy on or before the Expansion Commencement Date of June 1, 2013, set forth in Section 1(f)(ii). If the Expansion Work is not Substantially Complete on that date, such failure to complete shall not in any way affect the obligations of Tenant hereunder except that, to the extent that any of the Expansion Work that has not been Substantially Completed is located in the Expansion Premises, the Expansion Commencement Date shall be postponed one day for each day Substantial Completion is delayed until the Expansion Work located in the Expansion Premises is Substantially Complete, unless the delay is caused by any of the following Tenant Delays: (A) Tenant’s failure to approve or disapprove the Expansion Plans as set forth in Section 17(g)(i), (B) Change Orders requested by Tenant after approval of the Expansion Plans, or (C) any other act or omission of Tenant or Tenant’s Affiliates of which Landlord provides oral or written notice to Tenant if a Tenant Delay occurs as a result thereof. No liability whatsoever shall arise or accrue against Landlord by reason of its failure to deliver or afford possession of the Expansion Premises, and Tenant hereby releases and discharges Landlord from and of any claims for damage, loss, or injury of every kind whatsoever as if this Lease were never executed.
(iii) Upon Substantial Completion of the Expansion Work, a representative of Landlord and a representative of Tenant together shall inspect the Expansion Work and generate a Punchlist. Landlord shall, within a reasonable time after the Punchlist is prepared and agreed upon by Landlord and Tenant, complete such incomplete work and remedy such defective work as is set forth on the Punchlist. All construction work performed by Landlord shall be deemed approved by Tenant in all respects except for items of said work which are not completed or do not conform to the Expansion Plans and which are included on the Punchlist.
(iv) For purposes of the Expansion Work, the term “Substantial Completion” (or any variation thereof) shall mean completion of construction of the Expansion Work in accordance with the Expansion Plans, subject only to Punchlist items established pursuant to Section 17(g)(iii), as established by the delivery by Landlord to Tenant of a Certificate of Substantial Completion for the Expansion Work on Standard AIA Form G-704 certified by Landlord’s architect, which Certificate may be delivered separately for the Expansion Work to be performed in the Expansion Premises and the Demised Premises. Notwithstanding the foregoing, if a certificate of occupancy or its equivalent (or temporary certificate of occupancy or its equivalent) is required by the appropriate governmental authority for the Expansion Work performed in either the Demised Premises or the Expansion Premises, then Substantial Completion of the applicable Expansion Work shall not occur until such certificate or its First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 equivalent is issued by the appropriate governmental authority, unless it is unavailable because of unfinished work to be performed by Tenant. In the event Substantial Completion of the Expansion Work with respect to the Expansion Premises is delayed because of a Tenant Delay, then for the purpose of establishing the Expansion Commencement Date and any other date tied to the date of Substantial Completion of the Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delay.”
Appears in 1 contract
Expansion Work. Prior AND LESSEE'S ADDITION WORK. Lessee shall be solely responsible for obtaining all Construction Authorizations required for the Expansion Work or Lessee's Addition Work. Lessor shall provide reasonable cooperation to Lessee in making and prosecuting applications for such Construction Authorizations, but Lessor shall not be required to incur any cost or expense in so doing. Lessee shall apply for and maintain in full force and effect (or cause Lessee's General Contractor to apply for and so maintain) all Construction Authorizations required for the construction of the Expansion Work or Lessee's Addition Work, and upon completion of the Expansion Work or Lessee's Addition Work (as the case may be), shall obtain a certificate of occupancy for the Premises or the Building Addition (as the case may be) from the appropriate governmental authority. Lessee shall deliver to Lessor a copy of said certificate of occupancy promptly after receiving the same. Lessee shall obtain from Lessee's General Contractor (or, if no general contractor is retained, from each trade contractor) a guaranty against construction defects for a period of not less than one (1) year. Promptly after receiving all Construction Authorizations required for the Expansion Work or Lessee's Addition Work (as the case may be), Lessee shall cause Lessee's General Contractor to commence construction and diligently to proceed to completion thereof. All construction shall be performed in a good and workmanlike manner, using new materials and in compliance with the approved Lessee's Working Drawings, the Construction Authorizations, all Legal Requirements, and the provisions of all applicable insurance policies. Lessee shall be solely responsible for all costs and expenses of all architects, engineers and other consultants, and contractors, subcontractors and suppliers retained or employed (directly or indirectly) by Lessee in connection with the design or construction of the Expansion Work or Lessee's Addition Work. Lessee shall pay promptly for all labor and materials supplied to Lessee in connection with the Expansion Work or Lessee's Addition Work, shall not cause or permit any liens for such labor or materials to attach to the Expansion Commencement DateLand, Landlord the Building, the Adjacent Land or the Building Addition, and shall place all existing systems serving bond or discharge any such lien which may be filed or recorded within thirty (30) days after Lessee receives notice of such filing or recording. Lessor shall have no obligation to make any payment on account of the cost of preparing Lessee's Working Drawings or the construction of the Expansion Premises in good working order and install additional Improvements to the Demised Premises and Improvements to Work or Lessee's Addition Work. The performance of the Expansion Premises Work or Lessee's Addition Work (collectively, as the “Expansion Work”case may be) subject to the terms of this Section 17(g). Landlord shall have non-exclusive reasonable rights of entry to the Demised Premises for the purpose of constructing the Expansion Work. Landlord’s entry to the Demised Premises for the purpose of performing Expansion Work shall be subject to the terms and conditions requirements set forth in Section 12.0(f) of the Lease, including, without limitation Section 23 . Lessor may inspect such work at any time or times and shall promptly give written notice to Lessee of any observed defects. Lessee shall promptly correct all such defective work at its sole cost and expense. In the Lease (except event that prior notice shall not be required); provided, however that Tenant and Landlord will reasonably cooperate with each other to First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 coordinate their respective activities in the Demised Premises so as not to unreasonably interfere with Landlord’s at any time during construction of the Expansion Work.
(i) Within fifteen (15) days after the Amendment Effective DateWork or Lessee's Addition Work Lessee fails so to correct promptly any defective work, Landlord Lessor shall deliver give an additional written notice to Tenant Plans and Specifications for the Expansion Work (the “Expansion Plans”). Except for Lessee which notice shall state that if Lessee does not correct such changes, if any, as shall be required to comply with applicable Governmental Requirements, the Expansion Plans shall be based upon and be drafted in accordance with the preliminary plans and specifications and/or preliminary floor plans (the “Expansion Preliminary Plans”) set forth on Exhibit B-1 attached hereto and incorporated herein. Tenant shall have ten (10) business days after Landlord’s delivery to Tenant of the Expansion Plans, (the “Approval Period”) to review and to deliver to Landlord notice of either Tenant’s approval of the Expansion Plans or Tenant’s requested changes to the Expansion Plans. Tenant shall have no right to request any changes to the Expansion Plans which would materially alter the Demised Premises, the Expansion Premises or the exterior appearance or basic nature of the Building, as the same are contemplated by the Expansion Preliminary Plans. If Tenant fails to approve or request changes to the Expansion Plans by the end of the Approval Period, then Tenant shall be deemed to have approved the Expansion Plans and the same shall thereupon be final. If Tenant requests any changes to the Expansion Plans, then Landlord shall make those changes which are reasonably requested by Tenant and shall defective work within ten (10) days of its receipt of such request submit the revised portion of Expansion Plans to Tenant. Tenant may notice (or, if such defective work cannot thereafter disapprove the revised portions of the Expansion Plans unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion Plans, as modified by said revisions, shall reasonably be deemed to be final upon the submission of said revisions to Tenant. Landlord and Tenant shall at all times in their respective preparation or review of the Expansion Plans, and of any revisions thereto, act reasonably and in good faith. After Tenant has approved the Expansion Plans or the Expansion Plans have otherwise been finalized pursuant to the procedures set forth hereinabove, any subsequent Change Order to the Expansion Plans requested by Tenant shall be at Tenant’s sole cost and expense and subject to Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In the event Landlord approves any such requested Change Order, Landlord shall give written notice thereof to Tenant, which notice will specify the Change Order approved by Landlord as well as a fixed price estimate of the incremental cost thereof (“Change Order Estimate”). The cost to Tenant for Change Orders shall be the amount of the Change Order Estimate plus five percent (5%) of such amount as Landlord’s overhead (“Change Order Costs”). If the collective Change Order Costs for Change Orders approved by Landlord and Tenant exceed $25,000.00, Tenant acknowledges and agrees that Landlord shall be under no obligation to proceed with any work related to approved Change Orders unless and until Tenant delivers to Landlord an amount equal to the amount by which such Change Order Costs, collectively, exceed $25,000.00 as set forth in a notice from Landlord setting forth such Change Order Costs. Tenant shall have five (5) business days from receipt of such Change Order Estimate to deliver to Landlord notice withdrawing its request to perform the Change Order, requesting revisions to the Change Order to reduce the cost thereof, or waiving Tenant’s rights under this sentence. Tenant’s failure to provide any such notice corrected within such five (5) business day period shall be deemed to be Tenant’s approval of the Change Order and Change Order Estimate. If Tenant shall request revisions to the Change Order within such five (5) business 10-day period, if Lessee does not commence the foregoing procedure shall be repeated until Tenant shall either approve (or be deemed to approve) the Change Order or withdraw its request for the performance correction of the Change Order work. Tenant shall pay the Change Order Costs for all First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 approved Change Orders on or before the date that is later of (i) the Expansion Commencement Date and (ii) the date of Landlord’s delivery of its invoice for reimbursement setting forth each approved Change Order and associated Change Order Costs (which shall not exceed the amount of each Change Order Estimate plus five percent (5%) of such amounts for Landlord’s overhead). If after the Expansion Plans have been finalized pursuant to the procedures set forth hereinabove Tenant requests a Change Order or any further changes to the Expansion Plans and, as a result thereof, Substantial Completion of the Expansion Work is delayed, then for purposes of establishing the Expansion Commencement Date and any other date tied to the date of Substantial Completion of the Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delay.
(ii) Landlord shall use reasonable speed and diligence to Substantially Complete the Expansion Work, at Landlord’s sole cost and expense, and have the Expansion Premises ready for occupancy on or before the Expansion Commencement Date of June 1, 2013, set forth in Section 1(f)(ii). If the Expansion Work is not Substantially Complete on that date, such failure to complete shall not in any way affect the obligations of Tenant hereunder except that, to the extent that any of the Expansion Work that has not been Substantially Completed is located in the Expansion Premises, the Expansion Commencement Date shall be postponed one day for each day Substantial Completion is delayed until the Expansion Work located in the Expansion Premises is Substantially Complete, unless the delay is caused by any of the following Tenant Delays: (A) Tenant’s failure to approve or disapprove the Expansion Plans as set forth in Section 17(g)(i), (B) Change Orders requested by Tenant after approval of the Expansion Plans, or (C) any other act or omission of Tenant or Tenant’s Affiliates of which Landlord provides oral or written notice to Tenant if a Tenant Delay occurs as a result thereof. No liability whatsoever shall arise or accrue against Landlord by reason of its failure to deliver or afford possession of the Expansion Premises, and Tenant hereby releases and discharges Landlord from and of any claims for damage, loss, or injury of every kind whatsoever as if this Lease were never executed.
(iii) Upon Substantial Completion of the Expansion Work, a representative of Landlord and a representative of Tenant together shall inspect the Expansion Work and generate a Punchlist. Landlord shall, within a reasonable time after the Punchlist is prepared and agreed upon by Landlord and Tenant, complete such incomplete work and remedy such defective work as is set forth on within such 10-day period and continue such correction diligently to completion thereafter), then, in addition to any other remedies which Lessor may have under the PunchlistLease or at law or in equity for such default, Lessor may correct such work. All construction If Lessor thereafter corrects such defective work performed by Landlord shall be deemed approved by Tenant in all respects except for items of said work which are not completed or do not conform to the Expansion Plans and which are included on the Punchlist.
(iv) For purposes of the Expansion Work, the term “Substantial Completion” (or any variation thereof) shall mean completion of construction of the Expansion Work in accordance with the Expansion Plansprovisions of this Paragraph, subject only Lessor shall provide to Punchlist items established pursuant to Section 17(g)(iii), as established Lessee reasonable supporting documentation of the actual out-of-pocket costs incurred by the delivery by Landlord to Tenant of a Certificate of Substantial Completion for the Expansion Work on Standard AIA Form G-704 certified by Landlord’s architect, which Certificate may be delivered separately for the Expansion Work to be performed Lessor in the Expansion Premises correcting such defective work and the Demised Premises. Notwithstanding the foregoing, if a certificate provisions of occupancy or its equivalent (or temporary certificate of occupancy or its equivalentParagraph 16(b) is required by the appropriate governmental authority for the Expansion Work performed in either the Demised Premises or the Expansion Premises, then Substantial Completion of the applicable Expansion Work below shall not occur until such certificate or its First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 equivalent is issued by the appropriate governmental authority, unless it is unavailable because of unfinished work to be performed by Tenant. In the event Substantial Completion of the Expansion Work with respect to the Expansion Premises is delayed because of a Tenant Delay, then for the purpose of establishing the Expansion Commencement Date and any other date tied to the date of Substantial Completion of the Expansion Work, Substantial Completion shall be deemed to mean the date when Substantial Completion would have been achieved but for such Tenant Delayapply.”
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Sources: Lease Agreement (Alkermes Inc)