Landlord Contribution. As used herein, "Landlord Contribution" means an allowance in the amount of $350,535.00 to be used for (a) alterations and improvements ("Tenant Installations") made to the Premises, including without limitation the cost of leasehold improvements and demolition ("Hard Costs") and (b) architectural, design, engineering and other consulting fees, cabling, permitting fees and supervisory fees relating to the Tenant Installations ("Soft Costs"; and together with the Hard Costs, collectively, the "Tenant Installation Costs"). Landlord shall disburse funds from the Landlord Contribution within thirty (30) days of Landlord's receipt of the items described in the clauses (ii)(A) - (C) below, provided, however, that for the period commencing on the Effective Date and ending on October 31, 2025, Landlord shall have no obligation to disburse amounts from the Landlord Contribution exceeding an aggregate of $140,214.00 (the "Initial Landlord Contribution Amount"). Any remaining portion of the Landlord Contribution in excess of the Initial Landlord Contribution Amount shall become available to Tenant beginning on the First Extension Term Commencement Date and shall be available to Tenant through the duration of the Term. Any disbursement of the Landlord Contribution to Tenant for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions (collectively, the "Landlord Contribution Conditions"): (i) Tenant is not then in default (beyond any applicable notice and cure period) at the time of any request(s) by Tenant for reimbursement from the Landlord Contribution; and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant or an architect retained by Tenant in connection with the performance of such portion of the Tenant Installations stating that all the applicable Tenant Installations have been completed (or, if they have not been completed, the percentage by which such Tenant Installations have been completed as of the date of such reimbursement request); and (C) final (or partial) lien waivers, as applicable, and contractor affidavits from all applicable contractors, subcontractors and material suppliers, all as reasonably required by Landlord and in a form reasonably acceptable to Landlord. All Tenant Installations shall be performed in accordance with and subject to Article IX of the Lease as though they are Alterations. Anything herein to the contrary notwithstanding, commencing on the First Extension Term Commencement Date, Tenant may elect in writing to Landlord to apply any unused portion of the Landlord Contribution as a credit against Base Rent in the manner specified by Tenant in such written election, in which event the Landlord Contribution shall be reduced dollar-for-dollar for any amount so requested in writing to be credited against Base Rent.
Appears in 2 contracts
Samples: Office Lease (Basis Global Technologies, Inc.), Office Lease (Basis Global Technologies, Inc.)
Landlord Contribution. As used herein, "(a) Landlord agrees to contribute an amount equal to [* * *] (the “Landlord Contribution" means an allowance in ”), to be applied towards the cost of the Initial Work, of which amount of $350,535.00 up to [* * *] (the “Soft Cost Cap”) may be used for costs incurred to prepare and/or revise the Proposed Plans, the Final Plans, the Construction Plan and to obtain the Building Permits, the Temporary Occupancy Permits and/or the Final Occupancy Permits, but specifically excluding any legal fees and expense related thereto (a) alterations and improvements ("Tenant Installations") made collectively, the “Soft Costs”). The balance of the Landlord Contribution shall be used towards so-called “hard costs” to construct the PremisesInitial Work, including without limitation the cost of leasehold improvements GC Fees and demolition the CM Fees ("Hard Costs") and as hereinafter defined).
(b) architectural, design, engineering and other consulting fees, cabling, permitting fees and supervisory fees relating In addition to the Landlord Contribution, Landlord agrees to contribute an additional [* * *] to be paid for the costs to install a revolving door at the 5th Avenue entrance of the Demised Premises (the “Revolving Door Contribution”). The Revolving Door Contribution shall be used solely for the purpose of installing a revolving door at the 5th Avenue entrance of the Demised Premises as part of the Initial Work. If a revolving door at the 5th Avenue entrance of the Demised Premises is either denied by the DOB or if Tenant Installations elects not to proceed with a revolving door at the 5th Avenue entrance of the Demised Premises, the Revolving Door Contribution shall be deemed automatically and forever forfeited.
("c) Provided (i) this Lease is in full force and effect, and (ii) no default under this Lease then exists beyond the expiration of any applicable notice and cure periods, Landlord shall pay to Tenant (or to Tenant’s architect, engineer, expediter or other construction professional) up to an amount not to exceed the Soft Costs"; and together with , for the Hard Costs, collectivelyactual “soft costs” incurred by Tenant to prepare the Proposed Plans, the "Tenant Installation Costs")Final Plans and/or the Construction Plans. Landlord shall disburse funds from make progress payments of the Landlord Contribution Soft Costs within thirty (30) days of Landlord's after receipt of a requisition therefor (each, a “Requisition”), but not more frequently than one time per month. Each Requisition shall be signed by Tenant and the items described in Tenant’s Architect to whom payment is due and the clauses (ii)(A) - (C) below, provided, however, that for the period commencing on the Effective Date and ending on October 31, 2025, Landlord shall have no obligation to disburse amounts from the Landlord Contribution exceeding an aggregate of $140,214.00 (the "Initial Landlord Contribution Amount"). Any remaining portion of the Landlord Contribution in excess of the Initial Landlord Contribution Amount shall become available to Tenant beginning on the First Extension Term Commencement Date amount due and shall be available to Tenant through the duration of the Term. Any disbursement of the Landlord Contribution to Tenant for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions (collectively, the "Landlord Contribution Conditions"): include (i) Tenant written certification from Tenant’s construction professional (e.g., architect, engineer, expediter, etc.) detailing the work performed and which is not then in default the subject of the Requisition; (beyond any applicable notice and cure periodii) at the time copies of any request(sinvoices evidencing the work performed which are the subject of such Requisition, (iii) conditional lien waivers from all Tenant’s construction professionals covering all work which are the subject of the Requisition, and (iv) with the exception of the first Requisition, copies of paid invoices covering all work which were the subject of all previous Requisitions. The amount to be paid by Landlord on account of each Requisition shall be reduced by ten (10%) (the “Retainage”). Landlord shall disburse the Retainage upon submission of a final Requisition by Tenant for reimbursement the Soft Costs, with accompanying documentation, including (I) evidence of payment in full for all soft costs associated with the Initial Work, (II) all final lien waivers from the Landlord Contribution; all architects, engineers, expediters, and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant or an architect retained other construction professionals hired by Tenant in connection with the performance Initial Work, and (III) such other information as Landlord may reasonably require. Notwithstanding the foregoing, and in addition to any other rights or remedies of such portion of the Tenant Installations stating that all the applicable Tenant Installations have been completed (orLandlord, if they have not been completed, the percentage by which such Tenant Installations have been completed any mechanics lien exists as of the date on which Tenant requests a disbursement of Landlord’s Contribution, Landlord shall not be required to make any disbursement thereof until such lien has been removed by bond or otherwise; provided, however, that Landlord shall promptly disburse the amount withheld upon the bonding or other removal of such reimbursement request); and (C) final (or partial) lien waivers, as applicable, and contractor affidavits from all applicable contractors, subcontractors and material suppliers, all as reasonably required by Landlord and in a form reasonably acceptable to Landlord. All Tenant Installations shall be performed in accordance with and subject to Article IX of the Lease as though they are Alterations. Anything herein to the contrary notwithstanding, commencing on the First Extension Term Commencement Date, Tenant may elect in writing to Landlord to apply any unused portion of the Landlord Contribution as a credit against Base Rent in the manner specified by Tenant in such written election, in which event the Landlord Contribution shall be reduced dollar-for-dollar for any amount so requested in writing to be credited against Base Rentlien.
Appears in 1 contract
Samples: Rider to Lease Agreement (Premier Exhibitions, Inc.)
Landlord Contribution. As used herein, "Landlord Contribution" means an allowance in shall pay for the amount of $350,535.00 to be used for (a) alterations and improvements ("Tenant Installations") made actual costs incurred with respect to the Premises, including without limitation the cost hard and soft costs of leasehold improvements design and demolition ("Hard Costs") and (b) architectural, design, engineering and other consulting fees, cabling, permitting fees and supervisory fees relating to the Tenant Installations ("Soft Costs"; and together with the Hard Costs, collectively, the "Tenant Installation Costs"). Landlord shall disburse funds from the Landlord Contribution within thirty (30) days of Landlord's receipt of the items described in the clauses (ii)(A) - (C) below, provided, however, that for the period commencing on the Effective Date and ending on October 31, 2025, Landlord shall have no obligation to disburse amounts from the Landlord Contribution exceeding an aggregate of $140,214.00 (the "Initial Landlord Contribution Amount"). Any remaining portion of the Landlord Contribution in excess performance of the Initial Tenant Improvements up to a maximum aggregate amount of One Million Four Hundred Eighty One Thousand Four Hundred Thirty Six and 03/100 Dollars ($1,481,436.00) less any past due expenses owed to Landlord Contribution Amount shall become available to Tenant beginning on the First Extension Term Commencement Date and shall be available to Tenant through the duration of the Term. Any disbursement of the Landlord Contribution to Tenant for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions (collectively, the "Landlord Contribution Conditions"): (i) Tenant is not then in default (beyond any applicable notice and cure period) at the time of any request(s) by Tenant for reimbursement from under this Lease (“Initial Allowance”). If the Landlord Contribution; and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually actual costs incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant or an architect retained by Tenant in connection with the Initial Tenant Improvements exceed the Initial Allowance, Landlord shall provide an additional allowance to fund such excess costs (which costs may include, without limitation, costs in connection with design and construction costs and expenses) up to a maximum aggregate amount of Two Hundred Two Thousand Fourteen and 00/100 Dollars ($202,014.00) less any past due expenses owed to Landlord by Tenant under this Lease (“Additional Allowance”) (the Initial Allowance and the Additional Allowance, are hereinafter referred to, singly or collectively, as the “Landlord’s Contribution”). Landlord’s Contribution shall be payable by Landlord directly to the general contractor in installments as the Initial Tenant Improvements progresses. Prior to payment of any such installment Landlord must be reasonably satisfied with the Initial Tenant Improvements performed to date and any required partial and/or final lien waivers must have been provided. Tenant shall not be entitled to any credit or payment from Landlord for any portion of Landlord’s Contribution not used by Tenant in “the performance of such portion of the Initial Tenant Installations stating that all the applicable Improvements. Tenant Installations have been completed (or, if they have not been completed, the percentage by which such Tenant Installations have been completed as of the date of such reimbursement request); and (C) final (or partial) lien waivers, as applicable, and contractor affidavits from all applicable contractors, subcontractors and material suppliers, all as reasonably required by Landlord and in a form reasonably acceptable to Landlord. All Tenant Installations shall be performed in accordance with responsible for the payment of any costs and subject to Article IX of the Lease as though they are Alterations. Anything herein expenses related to the contrary notwithstandingInitial Tenant Improvements which exceed Landlord’s Contribution. If Additional Allowance is provided, commencing on the First Extension Term Commencement DateDate of the month following disbursement of the Additional Allowance, Tenant may elect shall pay Landlord as additional rent the monthly installment of the amortization of the Additional Allowance actually disbursed by Landlord in writing an amount sufficient to Landlord to apply any unused fully amortize the funded amount of the Additional Allowance over the unexpired portion of the initial term on a direct reduction basis payable in equal monthly installments including interest at the annual rate of eight percent (8%). For example, if Tenant requests all of the Additional Allowance, Tenant shall pay Landlord Contribution as a credit against Base Rent additional rent the monthly installment of $3,016.74 in equal monthly installments over the manner specified by Tenant in such written election, in which event unexpired portion of the Landlord Contribution shall be reduced dollar-for-dollar for any amount so requested in writing to be credited against Base Rentinitial term.
Appears in 1 contract
Samples: Lease (Mimecast LTD)
Landlord Contribution. As used hereinDuring Fiscal Year 2002, "provided Tenant is not in default under the terms or conditions of this Lease beyond any applicable notice and cure periods, Tenant shall have the option to request in writing from Landlord Contribution" means an allowance in the amount of $350,535.00 a monetary contribution to be used by Tenant for (a) alterations and improvements ("Tenant Installations") made to the Premises. In the event Tenant exercises such option, including without limitation the cost Landlord agrees to contribute an amount (“Landlord’s Contribution”) of leasehold improvements One Hundred Fifty-three Thousand and demolition No One-Hundredths Dollars ("Hard Costs") and (b) architectural, design, engineering and other consulting fees, cabling, permitting fees and supervisory fees relating to the Tenant Installations ("Soft Costs"; and together with the Hard Costs, collectively, the "Tenant Installation Costs"$153,405.00). Landlord shall disburse funds from the The Landlord Contribution will be payable to Tenant within thirty (30) days from the date Tenant delivers to Landlord each of the following:
(a) executed and notarized lien releases from all contractors, subcontractors and materialmen performing work on the Premises;
(b) copies of paid invoices for all work performed in the Premises;
(c) Tenant’s executed commencement and estoppel certificate for the Premises; and
(d) an amended irrevocable Letter of Credit (as defined in Article 53 below) to be held by Landlord as security for the performance of Tenant’s covenants and obligations under this Lease in an amount equal to the then-current amount of said Letter of Credit plus the amount of Landlord's receipt ’s Contribution herein (Tenant Improvement Security Deposit”). Landlord and Tenant hereby agree that Landlord’s Contribution shall be repaid by Tenant by amortizing the amount of Landlord’s Contribution over the items described remaining initial term of this Lease, in equal monthly installments of principal and interest, with interest accruing thereon at the clauses rate of twelve percent (ii)(A12%) - (C) belowper annum, provided, however, that for the period commencing which amounts shall be due and payable as Additional Rent on the Effective Date same dates as installments of Base Rent payable during the initial term of this Lease. If Tenant fails to provide Landlord with a written request for Landlord’s Contribution during Fiscal Year 2002, Tenant’s right to exercise such option shall be deemed null and ending on October 31, 2025, Landlord void and shall have no obligation to disburse amounts from further force or effect. Tenant agrees that Landlord’s Contribution shall be used for Tenant improvements in the Landlord Contribution exceeding an aggregate of $140,214.00 Premises which shall include, but not be limited to, the installation, construction, repairing, replacing or improvement of: HVAC, plumbing, electrical, partitioning, ceiling, lights, floor covering, sprinklers, doors and hardware (the "Initial Landlord Contribution Amount"“Tenant Improvements”). Any remaining portion of the Landlord Contribution in excess of the Initial Landlord Contribution Amount shall become available to In addition, Tenant beginning on the First Extension Term Commencement Date and shall be available permitted to Tenant through the duration of the Term. Any disbursement of the Landlord use Landlord’s Contribution to Tenant pay for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions (collectivelyreasonable architectural, the "Landlord Contribution Conditions"): (i) Tenant is not then in default (beyond any applicable notice engineering and cure period) at the time of any request(s) by Tenant for reimbursement from the Landlord Contribution; and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually construction management fees incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant or an architect retained by Tenant in connection with the performance of such portion of the Tenant Installations stating that all the applicable Tenant Installations have been completed (or, if they have not been completed, the percentage by which such Tenant Installations have been completed as of the date of such reimbursement request); and (C) final (or partial) lien waivers, as applicable, and contractor affidavits from all applicable contractors, subcontractors and material suppliers, all as reasonably required by Landlord and in a form reasonably acceptable to LandlordImprovements. All Tenant Installations Improvements shall be performed in accordance with and subject to the requirements and conditions of Article IX 9 herein, and Tenant shall have the right, at its option, to use Tenant’s own architect and to select one general contractor from the bids of three (3) qualified general contractors to perform the Lease as though they are Alterations. Anything herein to the contrary notwithstanding, commencing on the First Extension Term Commencement Date, Tenant may elect in writing to Landlord to apply any unused portion of the Landlord Contribution as a credit against Base Rent Improvements in the manner specified by Tenant in Premises, provided however, that such written election, in which event the Landlord Contribution architect and general contractor shall be reduced dollar-for-dollar for any amount so requested in writing subject to be credited against Base RentLandlord’s approval.
Appears in 1 contract
Samples: Flex Space Office Lease (Panacos Pharmaceuticals, Inc.)
Landlord Contribution. As used herein, "Tenant shall be entitled to a one-time Landlord Contribution (the “Landlord Contribution" means an allowance ”) in the amount of $350,535.00 to be used for (a) alterations and improvements ("Tenant Installations") made to 18,180,000.00, based on $75.00 per rentable square foot of the Premises, including without limitation for the costs relating to the initial design, permitting and construction of the improvements, which are permanently affixed to the Premises (the “Tenant Improvements”). Not less than $50.00 per rentable square foot shall be spent on each floor of the Premises that Tenant constructs. Landlord shall contribute an amount not to exceed $0.10 per rentable square foot of the Premises (the “Landlord’s Drawing Contribution”) toward the cost of leasehold improvements one (1) preliminary space plan to be prepared by “Architect” (as defined in Section 3.1), below, and demolition ("Hard Costs") and (b) architecturalno portion of the Landlord’s Drawing Contribution, designif any, engineering and other consulting fees, cabling, permitting fees and supervisory fees relating to remaining after the completion of the Tenant Installations ("Soft Costs"; and together with Improvements shall be payable to or available for use by Tenant. Tenant shall provide an electronic copy of such preliminary space plan to Landlord promptly following completion of the Hard Costs, collectively, the "Tenant Installation Costs")same. In no event shall Landlord shall disburse funds from be obligated to pay a total amount which exceeds the Landlord Contribution within thirty (30) days and Landlord’s Drawing Contribution. Notwithstanding the foregoing or any contrary provision of this Lease, all Tenant Improvements shall be deemed Landlord's receipt ’s property upon the expiration or earlier termination of the items described in the clauses (ii)(A) - (C) below, provided, however, that for the period commencing on the Effective Date and ending on October 31, 2025, Landlord shall have no obligation to disburse amounts from the Landlord Contribution exceeding an aggregate of $140,214.00 (the "Initial Landlord Contribution Amount")this Lease. Any remaining portion of the Landlord Contribution in excess of the Initial Landlord Contribution Amount shall become available to Tenant beginning on the First Extension Term Commencement Date and shall be available to Tenant through the duration of the Term. Any disbursement of the Landlord Contribution to Tenant for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions (collectively, the "Landlord Contribution Conditions"): (i) Tenant is not then in default (beyond any applicable notice and cure period) at the time of any request(s) by Tenant for reimbursement from the Landlord Contribution; and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant or an architect retained by Tenant in connection with the performance of such portion of the Tenant Installations stating that all the applicable Tenant Installations have been completed (or, if they have not been completed, the percentage by which such Tenant Installations have been completed as of the date of such reimbursement request); and (C) final (or partial) lien waivers, as applicable, and contractor affidavits from all applicable contractors, subcontractors and material suppliers, all as reasonably required by Landlord and in a form reasonably acceptable to Landlord. All Tenant Installations shall be performed in accordance with and subject to Article IX of the Lease as though they are Alterations. Anything herein to the contrary notwithstanding, commencing on the First Extension Term Commencement Date, Tenant may elect in writing to Landlord to apply any unused portion of the Landlord Contribution as a credit against Base Rent in for which Tenant has not submitted the manner specified required documentation pursuant to Section 2.2.2.1 below by the date that is eighteen (18) months after the Final Completion Date shall remain with Landlord and Tenant in such written election, in which event the Landlord Contribution shall be reduced dollar-for-dollar for any amount so requested in writing to be credited against Base Renthave no further right thereto.
Appears in 1 contract
Samples: Lease (Proofpoint Inc)
Landlord Contribution. Landlord shall contribute up to Ten Dollars ($10.00) per rentable square foot in the Premises (“Landlord’s Contribution”) toward the cost of the design (including preparation of space plans and Construction Documents), construction and installation of the Improvements (the “Total Construction Cost”). Additionally, if the Total Construction Cost exceeds ten dollars ($10.00) per rentable square foot, then upon Tenant’s written request to Landlord delivered not later than the date of Substantial Completion, Landlord’s Contribution shall be increased by an amount designated by Tenant not exceeding Five Dollars ($5.00) per rentable square foot of the Premises (the “Additional Contribution”), and (i) the monthly Base Rent per square foot for each month of the Term shall be increased by the Base Rent Adjustment (as defined below), (ii) Tenant shall deliver to Landlord an additional letter of credit in the amount of the Additional Contribution and otherwise conforming to Section 4 of this Lease, and (iii) the Termination Consideration (as defined in the Additional Provisions Rider) shall be equal to seven (7) months of Monthly Base Rent for the seven (7) months after the Termination Date. Landlord and Tenant shall memorialize any such increases in Base Rent, Letter of Credit and Termination Consideration in the Commencement Letter. As used herein, "Landlord Contribution" means “Base Rent Adjustment” shall mean an allowance in amount equal to the amount of $350,535.00 level monthly payments of principal and interest that would be required to amortize the total amount of the Additional Contribution over the initial Term of the Lease at a rate of nine percent (9%) per annum. Notwithstanding anything herein to the contrary, in the event that the front partition wall of the handicapped accessible stall located in the 8th floor restroom is required by the applicable government authority to be used for (a) alterations and improvements ("Tenant Installations") made to the Premises, including without limitation the cost of leasehold improvements and demolition ("Hard Costs") and (b) architectural, design, engineering and other consulting fees, cabling, permitting fees and supervisory fees relating to the Tenant Installations ("Soft Costs"; and together with the Hard Costs, collectively, the "Tenant Installation Costs"). Landlord shall disburse funds from the Landlord Contribution within thirty (30) days of Landlord's receipt of the items described in the clauses (ii)(A) - (C) below, provided, however, that for the period commencing on the Effective Date and ending on October 31, 2025, Landlord shall have no obligation to disburse amounts from the Landlord Contribution exceeding an aggregate of $140,214.00 (the "Initial Landlord Contribution Amount"). Any remaining portion of the Landlord Contribution in excess of the Initial Landlord Contribution Amount shall become available to Tenant beginning on the First Extension Term Commencement Date and shall be available to Tenant through the duration of the Term. Any disbursement of the Landlord Contribution to Tenant for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions (collectively, the "Landlord Contribution Conditions"): (i) Tenant is not then in default (beyond any applicable notice and cure period) at the time of any request(s) by Tenant for reimbursement from the Landlord Contribution; and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant moved forward or an architect retained by Tenant otherwise modified in connection with the performance of such portion completion of the Tenant Installations stating that all the applicable Tenant Installations have been completed (orImprovements, if they have not been completed, the percentage by which such Tenant Installations have been completed as of the date of such reimbursement request); and (C) final (or partial) lien waivers, as applicable, and contractor affidavits from all applicable contractors, subcontractors and material suppliers, all as reasonably required by Landlord and in a form reasonably acceptable to then Landlord. All Tenant Installations shall be performed in accordance with and subject to Article IX of the Lease as though they are Alterations. Anything herein to the contrary notwithstanding, commencing on the First Extension Term Commencement Date, Tenant may elect in writing to Landlord to apply any unused portion of the Landlord Contribution as a credit against Base Rent in the manner specified by Tenant in such written election, in which event the Landlord ’s Contribution shall be reduced dollar-for-dollar for any amount so requested in writing increased by the actual cost to be credited against Base Rentcomplete such work.
Appears in 1 contract
Samples: Lease Agreement (Taleo Corp)
Landlord Contribution. As used herein, "Landlord Contribution" means an allowance In consideration of Tenant’s performance of Tenant’s Work (as defined below) in the Premises, Landlord agrees to pay to Tenant an amount (“Landlord’s Contribution”) equal to the lesser of $350,535.00 to be used for (ai) alterations and improvements ("the actual amount expended by Tenant Installations") made to in performing Tenant’s Work within the Premises, including without limitation any costs incurred by Tenant for managing, planning, permitting, or construction in the cost Premises and architectural, engineering, and construction management fees, or (ii) Five Hundred Forty-Four Thousand Five Hundred Sixty and No/100 Dollars ($544,560.00). Landlord’s Contribution will be payable to Tenant, or to Tenant’s contractors or vendors at Tenant’s request, in monthly installments as Tenant’s Work progresses, as follows:
(a) In amounts equal to ninety percent (90%) of leasehold improvements the amounts expended by Tenant, upon receipt of the following:
(i) a written certification from Tenant’s general contractor and demolition architect certifying to Landlord that the portion of Tenant’s Work in the Premises for which payment is being requested has been completed in accordance with the approved plans and specifications; and
("Hard Costs"ii) executed and notarized partial lien releases from all contractors, subcontractors and materialmen performing work on the Premises related to the work described in sub-paragraph (i) above.
(b) architectural, design, engineering and other consulting fees, cabling, permitting fees and supervisory fees relating to the Tenant Installations ("Soft Costs"; and together with the Hard Costs, collectively, the "Tenant Installation Costs"). Landlord shall disburse funds from the Landlord The remaining balance of Landlord’s Contribution will be payable within thirty (30) days of Landlord's receipt of the items described in the clauses (ii)(A) - (C) below, provided, however, that for the period commencing on the Effective Date and ending on October 31, 2025, Landlord shall have no obligation to disburse amounts from the date Tenant delivers to Landlord Contribution exceeding an aggregate of $140,214.00 (the "Initial Landlord Contribution Amount"). Any remaining portion of the Landlord Contribution in excess of the Initial Landlord Contribution Amount shall become available to Tenant beginning on the First Extension Term Commencement Date and shall be available to Tenant through the duration of the Term. Any disbursement of the Landlord Contribution to Tenant for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions (collectively, the "Landlord Contribution Conditions"): following:
(i) Tenant is not then in default (beyond any applicable notice executed and cure period) at the time of any request(s) by Tenant for reimbursement from the Landlord Contribution; and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant or an architect retained by Tenant in connection with the performance of such portion of the Tenant Installations stating that all the applicable Tenant Installations have been completed (or, if they have not been completed, the percentage by which such Tenant Installations have been completed as of the date of such reimbursement request); and (C) notarized final (or partial) lien waivers, as applicable, and contractor affidavits releases from all applicable contractors, subcontractors and material suppliersmaterialmen performing work on the Premises;
(ii) copies of paid invoices for all work performed in the Premises or all work to be paid through Landlord’s Contribution;
(iii) a written certification from Tenant’s architect licensed in Maryland certifying to Landlord (and Landlord’s lender, all as reasonably required by Landlord and if requested) that Tenant’s Work in a form reasonably acceptable to Landlord. All Tenant Installations shall be performed the Premises has been completed in accordance with the plans and subject to Article IX of the Lease as though they are Alterations. Anything herein to the contrary notwithstanding, commencing on the First Extension Term Commencement Date, Tenant may elect in writing to Landlord to apply any unused portion of the Landlord Contribution as a credit against Base Rent in the manner specified by Tenant in such written election, in which event the Landlord Contribution shall be reduced dollar-for-dollar for any amount so requested in writing to be credited against Base Rent.specifications; and
Appears in 1 contract
Samples: Lease (Seracare Life Sciences Inc)
Landlord Contribution. As used herein, "(a) Landlord shall reimburse Tenant for a portion of the cost of Tenant’s Initial Alterations in an amount (the “Landlord Contribution" means an allowance in ”) equal to the lesser of (A) Four Million Four Hundred Seventy-Seven Thousand Nine Hundred Fifty and 00/100 Dollars ($4,477,950.00) and (B) the actual hard costs and soft costs for Tenant’s Initial Alterations, upon the following terms and conditions:
(i) The cost of Tenant’s Initial Alterations (as reasonably estimated by a licensed general contractor, licensed professional engineer or registered architect, selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed) shall be paid by Landlord and Tenant, pro-rata, with Landlord paying the proportion which the amount of $350,535.00 the Landlord Contribution bears to be used for (a) alterations and improvements ("Tenant Installations") made to the Premises, including without limitation the cost of leasehold improvements Tenant’s Initial Alterations and demolition Tenant paying the balance, until such time as Landlord has contributed an amount equal to the Landlord Contribution with respect to Tenant’s Initial Alterations. The Landlord Contribution shall be payable to Tenant in installments as Tenant’s Initial Alterations progress, but in no event more frequently than monthly.
("Hard Costs"ii) Prior to the payment of any installment, Tenant shall deliver to Landlord a request for disbursement which shall be accompanied by (A) paid invoices for Tenant’s Initial Alterations performed or incurred since the last disbursement of the Landlord Contribution, (B) a certificate signed by Tenant’s architect and an officer of Tenant certifying that such portion(s) of Tenant’s Initial Alterations and services represented by the aforesaid invoices have been substantially completed substantially in accordance with the plans and specifications therefor approved by Landlord, and (bC) architecturalpartial lien waivers by architects, designcontractors, engineering subcontractors and other consulting fees, cabling, permitting fees all materialmen for all such work and supervisory fees relating to the Tenant Installations ("Soft Costs"; and together with the Hard Costs, collectively, the "Tenant Installation Costs")services. Landlord shall disburse funds be permitted to retain from the portion of each disbursement required to be paid from the Landlord Contribution an amount equal to ten (10%) percent of such portion of the amount requested to be disbursed by Tenant. The aggregate amount of the retainages shall be paid by Landlord to Tenant upon the completion of all of Tenant’s Initial Alterations and upon receipt from Tenant of (x) a certificate signed by Tenant’s architect and an officer of Tenant certifying that all of Tenant’s Initial Alterations have been completed substantially in accordance with the plans and specifications therefor approved by Landlord, (y) all New York City Building Department (the “Building Department”) sign-offs and inspection certificates and any permits required to be issued by the Building Department or any other governmental entities having jurisdiction thereover, and (z) a general release and final lien waivers from all contractors and subcontractors performing Tenant’s Initial Alterations, which general release shall expressly release Landlord and Tenant from all liability for any of Tenant’s Initial Alterations. Each installment of the Landlord Contribution shall be made to Tenant within thirty (30) days of Landlord's receipt next following the delivery to Landlord of the items documentation described above (the “Documentation”), provided that the Documentation is submitted to Landlord on or before the tenth (10th) day of a month, and in the clauses event the Documentation is submitted at any time after the tenth (ii)(A10th) - (C) belowday of any given month, provided, however, that for Landlord’s payment shall be made on or before the period commencing on the Effective Date and ending on October 31, 2025, Landlord shall have no obligation to disburse amounts from the Landlord Contribution exceeding an aggregate of $140,214.00 (the "Initial Landlord Contribution Amount"). Any remaining portion end of the Landlord Contribution month following the month in excess of which Tenant submits the Initial Landlord Contribution Amount shall become available to Tenant beginning on the First Extension Term Commencement Date and shall be available to Tenant through the duration of the Term. Any disbursement of the Landlord Contribution to Tenant for reimbursement of its Tenant Installation Costs is conditioned upon the satisfaction of each of the following conditions Documentation.
(collectively, the "Landlord Contribution Conditions"): (iiii) Tenant is not then in default (in the payment of any Rent, and no material non-monetary default under this Lease shall have occurred and be continuing beyond any applicable notice and and/or cure period) at the time of any request(s) by ; provided that, so long as this Lease shall then be in full force and effect, Tenant shall be entitled to and Landlord shall reimburse Tenant for reimbursement from the Landlord Contribution; and (ii) Tenant has delivered to Landlord together with any such request the following: (A) invoice(s) for such Tenant Installation Costs actually incurred by Tenant to be paid from such installment of the Landlord Contribution; (B) a certificate from an officer of Tenant or an architect retained by Tenant in connection with the performance of such portion of the Tenant Installations stating that all the applicable Tenant Installations have been completed (or, if they have not been completed, the percentage by which such Tenant Installations have been completed as of the date of such reimbursement request); and (C) final (or partial) lien waivers, as applicable, and contractor affidavits from all applicable contractors, subcontractors and material suppliers, all as reasonably required by Landlord and in a form reasonably acceptable to Landlord. All Tenant Installations shall be performed in accordance with and subject to Article IX of the Lease as though they are Alterations. Anything herein to the contrary notwithstanding, commencing on the First Extension Term Commencement Date, Tenant may elect in writing to Landlord to apply any unused portion of the Landlord Contribution as a credit against Base Rent in the manner specified after such default and all other defaults are cured by Tenant in such written election, in which event the Landlord Contribution shall be reduced dollar-for-dollar for any amount so requested in writing to be credited against Base RentTenant.
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