Tenant Improvement Allowance Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.
Approved Working Drawings The Final Working Drawings shall be approved by Landlord (the “Approved Working Drawings”) prior to the commencement of construction of the Premises by Tenant. After approval by Landlord of the Final Working Drawings, Tenant may submit the same to the appropriate municipal authorities for all applicable building permits. Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which consent may not be unreasonably withheld.
Construction Contract; Cost Budget Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.
Disbursement of Tenant Improvement Allowance During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows.
Construction Drawings After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.
Additional Work If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
Improvement Allowance a. Landlord shall contribute the Improvement Allowance towards the Improvement Costs in accordance with the terms of this Section. All Improvement Costs incurred by Landlord shall be deducted from the Improvement Allowance, and applied by Landlord to pay the Improvement Costs, as such costs are incurred. The Improvement Allowance shall remain available to be used by Tenant through October 31, 2014 (the “Allowance Expiration Date”). Any portion of the Improvement Allowance remaining undisbursed after the Allowance Expiration Date shall be retained by Landlord and Tenant shall not be entitled to any payment, Rent reduction or offset for any unused part of the Improvement Allowance. In no event shall Landlord be obligated to expend more than the Improvement Allowance.
b. Prior to commencement of construction of any Initial Improvements, Landlord shall submit to Tenant a written estimate (the “Estimate”) of the Improvement Costs. The Estimate shall include “allowance(s),” defined as an estimate of cost for an item of work not sufficiently defined in the documents to allow a fixed price to be obtained by the general contractor for which the Improvement Costs are to be increased or decreased, respectively, by the precise amount that the actual cost of the allowance item is either in excess of or less than the amount of the allowance for that item. Tenant shall approve the Estimate in writing within five (5) business days of Tenant’s receipt thereof. If Tenant does not approve or disapprove the Estimate in writing within said period, Tenant shall be deemed to have approved the Estimate. Landlord shall be under no obligation to construct any of the Initial Improvements until Tenant has expressly approved the Estimate.
c. If based on the Estimate, the Improvement Costs will exceed the Improvement Allowance, then prior to commencement of construction of any Initial Improvements, Tenant shall pay to Landlord one hundred percent (100%) of such projected excess amount. Landlord shall keep Tenant reasonably informed with respect to construction progress of the Initial Improvements, the occupancy of the Premises by Tenant and costs thereof. Landlord shall submit to Tenant monthly progress statements illustrating the cost to date of constructing the Initial Improvements. The statements of costs submitted to Landlord by Landlord’s contractors shall be conclusive for purposes of determining the actual cost of the items described therein. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes a Default by Tenant as if Tenant shall have failed to pay Rent. Within ten (10) days after submission by Landlord of the foregoing statement, Tenant shall pay Landlord the amount, as set forth in such notice, by which the Improvement Costs exceeds the Improvement Allowance plus any amount previously paid by Tenant to Landlord. Landlord shall not disburse the Improvement Allowance until after Landlord disburses funds paid by Tenant for excess costs and provided that the Improvement Allowance is estimated to be sufficient to pay all remaining costs. Landlord shall disburse first the funds paid by Tenant and then the Improvement Allowance directly to the general contractor and to suppliers and subcontractors as Landlord deems appropriate. As soon as reasonably practical upon completion of the Initial Improvements, Landlord shall prepare and submit to Tenant a statement showing, in reasonable detail an accounting for the Improvement Costs and the total amount payable hereunder by Landlord to Tenant or Tenant to Landlord. Within ten (10) days after submission by Landlord of the foregoing statement, Tenant shall pay Landlord the amount, as set forth in such notice, by which the Improvement Costs exceeded the Improvement Allowance and any funds previously paid by Tenant to Landlord. If the Improvement Costs are less than the Improvement Allowance and any funds previously paid by Tenant to Landlord, then the excess funds previously paid by Tenant to Landlord shall be used to offset Base Rent; and Tenant shall not be entitled to any payment, Rent reduction or offset for any unused part of the Improvement Allowance.
d. After the Improvement Allowance has been expended by Landlord, the principal amount of the Improvement Allowance, together with interest thereon calculated at the Default Rate, shall be amortized evenly over the Term, and so long as Tenant does not default in its monetary obligations under the Lease, and fail to cure such default within the applicable period of cure, if any, provided under this Lease, then the balance of the Improvement Allowance shall be reduced each month by the principal amount amortized each month, and upon Landlord’s receipt of the final payment of Rent due during the initial Term of this Lease, Tenant shall have no liability to Landlord for the repayment of any portion of the Improvement Allowance or the interest that accrued and was amortized over the initial Term of this Lease. In the event of an uncured Default by Tenant under this Lease, then in addition to all of Landlord’s other remedies available under this Lease, Tenant shalt also be liable to Landlord for the entire unreduced principal balance of the Improvement Allowance remaining as of the date of default, and interest on such balance shall accrue at the Default Rate.
Tenant Allowance Landlord shall provide Tenant an allowance for each Building in an amount not to exceed the sum set forth in the Basic Lease Information for the Tenant Allowance for the applicable Building (collectively, the “Tenant Allowance”), to be applied toward the cost of the following items in respect of the Tenant Improvements in the applicable Building: Architectural and engineering fees, space planning, building permits or other governmental fees, and the cost of labor, materials, contractors fees and overhead, and other charges included in the construction contract for construction of Tenant Improvements, including the contractor’s fee, overhead and general conditions, sales and use taxes, the cost of the builder’s risk insurance during construction and all testing and inspection costs. If Landlord elects to itself construct the Restroom Improvements, Landlord shall make payments to its contractor for the Restroom Improvements as and when such costs are incurred and deduct the amount of such payments from the Tenant Allowance for Building 2 up to the maximum amount stated in Paragraph I of this Work Letter. Landlord shall not be obligated to disburse any remaining portion of the Tenant Allowance attributable to a Building until such time as (i) the Commencement Date for the applicable Building has occurred and Tenant has accepted delivery of the Building and made the initial prepayment of Rent with respect to the applicable portion of the Premises; and (ii) Tenant has delivered to Landlord and Landlord has approved, in Landlord’s reasonable discretion, all of the following: (A) invoices, paid receipts and/or related evidence reasonably acceptable to Landlord establishing that Tenant has paid an amount equal to that portion of the Tenant Allowance requested by Tenant to third parties in connection with the Tenant Improvements in the applicable Building; (B) executed unconditional final mechanics’ lien releases, in statutory form, from Tenant’s contractor and all subcontractors, laborers, materialmen and suppliers used by Tenant with respect to all work in and to the Premises located in the applicable Building; (C) a certificate from Tenant’s architect or space planner, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the applicable Building has been substantially completed and meets all applicable building codes; (D) a copy of the certificate of occupancy (or similar governmental authorization) for the applicable Building; (E) “as-built” drawings for the Tenant Improvements in the applicable Building, signed by either Tenant’s architect, space planner or contractor, and electronic CAD files from Tenant’s Contractor and all subcontractors; and (F) a final punch list signed off by both Tenant and Landlord and/or their architects. Thereafter, Landlord shall deliver, within fifteen (15) days following Tenant’s delivery of the materials and information required for disbursement thereof in the preceding sentence, a check payable to Tenant in the amount of that portion of the Tenant Allowance requested by Tenant and paid to third parties in connection with the Tenant Improvements for the applicable Building (which amount shall not exceed the portion of the Tenant Allowance provided for such Building as specified in the Basic Lease Information). Landlord’s payment of any portion of the Tenant Allowance shall not be deemed Landlord’s approval any of the Tenant Improvements absent Landlord’s prior approval pursuant to this Work Letter. Landlord’s obligation to disburse the Tenant Allowance for each Building under this Paragraph 9(b) shall expire six (6) months after the Delivery Date for the applicable Building, subject to extension due to Force Majeure, such that Landlord shall not be obligated to provide to Tenant any undisbursed portion of the Tenant Allowance for a Building unless Tenant has delivered to Landlord all documents required above within nine (9) months after the Delivery Date of such Building.
Disbursement of the Tenant Improvement Allowance Except as otherwise set forth in this Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, which disbursement process shall require the Architect to make field verifications and written certifications as required by Landlord in connection with Landlord’s disbursements to Contractor (as defined below)) only for the following items and costs (collectively the “Tenant Improvement Allowance Items”):
(a) Payment of (i) the fees of the Architect and the Engineers (as defined below), (ii) charges for Landlord’s construction consultant and Building engineer, and (iii) the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the Construction Drawings (as defined below);
(b) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;
(c) The cost of construction of the Tenant Improvements, including, without limitation, any cost of after-hours freight elevator usage;
(d) The cost of any changes in the Base, Shell, and Core when such changes are required by the Construction Drawings, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith;
(e) The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”);
(f) Sales and use taxes; and
(g) All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements. In no event shall the Tenant Improvement Allowance Items include any costs of procuring or installing in the Premises any trade fixtures, equipment, furniture, furniture partitions or systems, furnishings, telephone, telecommunications, data and security wiring, cabling and equipment, or other personal property (“Personal Property”) to be used in the Premises by Tenant, and the cost of such Personal Property shall be paid by Tenant.
Tenant’s Work Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.
Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and
