Common use of General Alteration Covenants Clause in Contracts

General Alteration Covenants. Tenant shall not make or perform, or permit the making or performance of, any alterations (other than decorations), installations, improvements, additions or other physical changes in or about the Demised Premises (referred to collectively, as "Alterations" and individually as an "Alteration") without Owner's prior consent in each instance. Owner agrees not unreasonably to withhold or delay its consent to any Alterations proposed to be made by Tenant to adapt the Demised Premises for Tenant's business purposes. Notwithstanding the foregoing, with respect to each floor of the Demised Premises, Owner agrees that Tenant may, without Owner's prior consent, make any non-structural Alterations in the Demised Premises provided, that the aggregate estimated costs of all such Alterations with respect to such floor shall not exceed ONE HUNDRED FIFTY THOUSAND and 00/100 ($150,000.00) DOLLARS in any calendar year and provided, further that no such Alteration shall adversely affect the electrical, plumbing, heating, ventilation and air conditioning systems in the Building or any portion of the Building outside the Demised Premises. Such sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS set forth in the preceding sentence shall be deemed increased annually by the percentage increase in the Consumer Price Index (as hereinafter defined) for the month in which the first anniversary of the Commencement Date, and each subsequent anniversary date thereof, occurs over the Consumer Price Index for the month of September , 1997. The Consumer Price Index set forth in the immediately preceding sentence shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers based upon the New York-Northern New Jersey area for All Group Commodities and Items, published by the United States Department of Labor, Bureau of Labor Statistics, or a successor substitute index; if in any year the 1982-84 average of one hundred (100) is no longer used as the basis of calculation, then, for the purposes of this Article, the Consumer Price Index for such year shall be recalculated as though such 1982-84 average of one hundred (100) were still the basis of calculation of the Consumer Price Index for such year, in the event such Consumer Price Index (or a successor substitute index) is not available, a reliable government or other non-partisan publication evaluating the information theretofore used in determining the Consumer Price Index shall be used to reflect the increase in the national cost of living. Notwithstanding the foregoing provisions of this Section or Owner's consent to any Alterations, all Alterations and decorations shall be made and performed in conformity with and subject to the following provisions: A. All Alterations and decorations shall be made and performed at Tenant's sole cost and expense, subject to Owner's Work Contribution, (as defined in Section 3.10) and at such time and in such manner as Owner may, from time to time, reasonably desig- nate provided, that (i) the times at which Alterations and decorations may be performed shall be limited only to the extent that such performance unreasonably interferes with the use and enjoyment by other tenants and occupants of their space in the Building and (ii) from and after the date the Building is occupied by another tenant, not including subtenants claiming through or under Tenant, any demolition, welding, burning, removal of debris, core drilling and delivery of construction materials shall be performed during non-business hours; B. No Alteration shall adversely affect the structural integrity of the Building; C. Alterations and decorations shall be made only by contractors or mechanics approved by Owner, such approval not unreasonably to be withheld or delayed (notwithstanding the foregoing, all Alterations requiring mechanics in heating, ventilation, air conditioning, electrical, plumbing, sprinkler and other mechanical 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 provided there are at least three (3) contractors on each such list and the prices charged by such contractors are competitive for similar work in the Borough of Manhattan in comparable class A headquarters office buildings); D. No Alteration or decoration shall adversely affect any part of the Building other than the Demised Premises except to a de minimis extent or adversely affect any service required to be furnished by Owner to Tenant or to any other tenant or occupant of the Building (including, without limitation, the Building-wide standard systems required to provide elevator, heat, ventilation, air-conditioning and electrical and plumbing services in the Building, and Owner agrees that all such systems shall be designed to provide the services required to be provided to Tenant hereunder and to provide the services typically required by other tenants in comparable Class A First Class Office Buildings in midtown Manhattan); E. Notwithstanding anything to the contrary set forth in this Section, but subject to the approval for plans set forth in Subsection I, solely with respect to Tenant's Initial Installation, Tenant shall only be required to obtain Owner's approval as to Alterations which affect (x) the tie-ins to the Building systems, or (y) any portion of the Building outside the Demised Premises, or (z) the structure of the Building. F. Subject to the provisions of Section 15.02, no Alteration shall affect the Certificate of Occupancy for the Building or the Demised Premises; G. No Alteration or decoration 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 similar type, material and color); H. All business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient, to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; I. Tenant shall submit to Owner detailed plans and specifications stamped by Tenant's architect (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Owner's approval of such plans and specifications, such approval not unreasonably to be withheld or delayed. Owner shall respond to Tenant's request for approval of such plans and specifications within ten (10) business days for any such Alteration affecting one (1) floor or less (with such ten (10) business day period extended to fifteen (15) business days with respect to any Alteration which affects more than one (1) floor but less than eight (8) floors and further extended to thirty (30) business days with respect to any Alteration which affects eight (8) or more floors); Owner shall respond to resubmissions affecting one (1) floor or less within five (5) business days (with such five (5) business day period extended to ten (10) business days with respect to any Alteration which affects more than one (1) floor but less than eight (8) floors and further extended to fifteen (15) business days with respect to any Alteration which affects eight (8) floors or more). Owner's failure to respond within the above-mentioned time periods shall be deemed Owner's approval, provided that Tenant shall have accompanied the submission or resubmission of its plans and specifications with a notice stating in bold capitalized letters that if Owner does not respond to Tenant's submission or resubmission within the applicable time period, such plans and specifications shall be deemed approved by Owner; any dispute as to the reasonableness of Owner's refusal to approve such plans and specifications shall be determined by arbitration in accordance with the provisions of Article 36. Notwithstanding the foregoing, Tenant shall not be required to submit any detailed plans and specifications for any Alterations unless such plans and specifications are, in the ordinary course, prepared for such Alterations or are required to be prepared in connection with any filings or other applicable requirements of any law, order, rule or regulation of any Federal, State, County or Municipality, including but not limited to, the Department of Buildings of the City of New York, and in those cases where Tenant shall not be required to submit such detailed plans and specifications, Tenant shall submit to Owner, in lieu thereof, information with respect to such Alterations in reasonably sufficient detail so as to enable Owner to determine the nature and extent of the work to be performed. Following the completion of each Alteration, Tenant shall submit to Owner a computerized "as built" drawing file for each floor of the Demised Premises being altered; such file will be in AUTO CAD Release 13 format and contain, on a separate layer, all ceiling-height partitions and doors within each floor of the Demised Premises being altered. In cases where Tenant must submit such plans and specifications for Owner's review, unless Owner's approval for such Alterations is required pursuant to this Section 3.01, such review shall relate merely to the manner in which the Alterations therefor shall be performed and not to Tenant's right to perform such Alterations as set forth in the third sentence of this Section 3.01; J. Prior to the commencement of each proposed Alteration or decoration, Tenant shall have procured and paid for and exhibited to Owner, so far as the same may be required from time to time, all permits, approvals and authorizations of all Governmental Authorities (as defined in Section 6.01.) having or claiming jurisdiction; K. Prior to the commencement of each proposed Alteration, or decoration, Tenant shall furnish to Owner duplicate original policies or certificates of workmen's compensation insurance covering all persons to be employed in connection with such Alteration, or decoration, 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, the holder of any Mortgage (as defined in Section 7.01.) and any lessor under any Superior Lease (as defined in Section 7.01.) shall be named as parties insured, which policies shall be issued by companies, and shall be in form and amounts, reasonably satisfactory to Owner and shall be maintained or caused to be maintained by Tenant until the completion of such Alteration or decoration; L. With respect to any structural Alterations or Alterations which affect the Building systems, except to a de minimis extent, if 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 such proposed Alteration (other than Tenant's Initial Installation for which no sum shall be charged to Tenant), Tenant agrees to pay to Owner a sum equal to any reasonable, actual out of pocket fees incurred by Owner in connection therewith. M. To the extent required as a result of any Alterations or decorations, all fireproof wood test reports, electrical and air conditioning certificates, and all other permits, approvals and certificates required by all Governmental Authorities shall be timely obtained by Tenant and submitted to Owner; N. All Alterations, and decorations once commenced, shall be made with reasonable diligence and in a good and workmanlike manner; O. Notwithstanding Owner's approval of plans and specifications for any Alteration, all Alterations and decorations shall be made and performed in full compliance with all Legal Requirements (as defined in Section 6.01.) and with all applicable rules, orders, regulations and requirements of the New York Board of Fire Underwriters and the New York Fire Insurance Rating Organization or any similar body; P. All Alterations and decorations shall be made and performed in accordance with the Building Rules and Building Rules for Alterations provided that Tenant's rights under this Lease shall not be adversely affected thereby; such Building Rules and Building Rules for Alterations (i) shall not be enforced by Owner in a manner discriminatory to Tenant and (ii) shall not impose any charges, fees or insurance requirements on Tenant or Tenant's contractors which are different or in addition to those expressly contained in this Lease, (iii) shall not conflict with the provisions of this Lease and (iv) shall be reasonable in light of standard construction practice in midtown Manhattan. Owner shall give Tenant at least thirty (30) days prior written notice of any proposed amendments to such Building Rules and Building Rules for Alterations unless a shorter period is reasonably required under the circumstances and Owner hereby agrees that any such amendments shall be reasonable. Any dispute regarding the reasonableness of any such amendments to the Building Rules and Building Rules for Alterations shall be resolved by arbitration in accordance with Article 36 hereof. Q. All materials and equipment to be installed, incorporated or located in the Demised Premises as a result of all Alterations shall be of a quality consistent with the standards for a Class A Headquarters Building in midtown Manhattan. R. No materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement of any kind except that business machines and office furniture and equipment may be leased or purchased subject to a security interest provided, however, that any personal property and trade fixtures placed or installed in the Demised Premises by or on behalf of Tenant may be owned by the New York City Industrial Development Agency; S. Following the completion of each Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Owner with copies thereof. T. Tenant agrees that Tenant will not install, affix, add or paint in or on, nor permit, any work of visual art (as defined in the Federal Visual Artists' Rights Act of 1990 or any successor law of similar import) or other Alteration to be installed in or on, or affixed, added to, or painted on, the interior or exterior of the Demised Premises, or any part thereof, including, but not limited to, the walls, floors, ceilings, doors, windows, fixtures and on land included as part of the Demised Premises, which work of visual art or other Alteration would, under the provisions of the Federal Visual Artists' Rights Act of 1990, or any successor law of similar import, require the consent of the author or artist of such work or Alteration before the same could be removed, modified, destroyed or demolished. U. In the event that Tenant requires access to any floor of the Building not leased to Tenant hereunder which is immediately contiguous to a floor of the Demised Premises for the purposes of performing Alterations in the Demised Premises, then Owner shall afford Tenant access through such immediately contiguous floor to the Demised Premises for the purpose of performing such Alterations in the Demised Premises provided that (i) any such access shall be during such times as to minimize interference with (x) the use and occupancy of such immediately contiguous floor by the tenants or occupants thereof or (y) construction of such portions of the Building by Owner, and (ii) Tenant shall make promptly all repairs to any such immediately contiguous floors resulting from any such access.