Repairs and Maintenance. Landlord, at its sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 3 contracts
Sources: Lease Agreement (Interval Leisure Group, Inc.), Lease Agreement (Interval Leisure Group, Inc.), Lease Agreement (Interval Leisure Group, Inc.)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); HVAC systems (but excluding any supplemental cooling system installed with respect to any server room in the Premises); elevators; and electrical systems installed or furnished by Landlord outside the Premises.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted, and shall, within ten (10) business days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests to the extent within Tenant’s possession or control or otherwise reasonably attainable by Tenant. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear excepted and with the Tenant Improvements and the Landlord Work in substantially the same condition as existed on the applicable date(s) of Substantial Completion of such work, ordinary wear and tear excepted; and shall, at Landlord’s request and Tenant’s sole cost and expense, will promptly make remove all replacements (as opposed to repairs telephone and maintenance) of capital items serving data systems, wiring and equipment from the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsPremises, including, but not limited and repair any damage to the roofPremises caused thereby. Landlord shall have no obligation to alter, foundation remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and structural elements provisions of the Buildings, the HVAC system, major elevator components Work Letter and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need as described in Exhibit B.
18.3. Landlord shall not be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance and, after such unreasonable time, Landlord is not diligently pursuing such repair(s). Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall, upon forty-eight (48) hours’ prior notice (which may be oral or by email to the office manager or other Tenant-designated individual at the Premises; but provided that no time restrictions shall apply or advance notice be required if an emergency necessitates immediate entry), afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such replacement has been delivered work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by Tenant to proper foundations, without any claim for damages or liability against Landlord and Landlord shall fail without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Article relates to make such replacement within a reasonable period after receipt repairs and maintenance arising in the ordinary course of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion operation of the Premises untenantable for five (5) consecutive business days, Building and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsProject. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice pursuant to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant this Article shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorconstitute Operating Expenses.
Appears in 3 contracts
Sources: Lease (Zentalis Pharmaceuticals, Inc.), Lease (Zentalis Pharmaceuticals, LLC), Lease (Zentalis Pharmaceuticals, LLC)
Repairs and Maintenance. Landlord19.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, at its sole cost including, without limitation, roofing and expensecovering materials, will promptly make all replacements foundations, exterior walls, plumbing, fire sprinkler systems (as opposed to repairs if any), heating, ventilating, air conditioning, elevators, and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, electrical systems (including, but not limited to, the emergency generator and any other UPS systems serving the Building) installed or furnished by Landlord. Any costs related to the roof, foundation and structural elements repair or maintenance activities specified in this Section 19.1 shall be included as a part of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services Operating Expenses (subject to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Areaexclusions set forth in Article 10), unless the need for such repairs or maintenance is required in whole or in part because of any such replacement is caused by the negligence act, neglect, fault or willful misconduct omissions of Tenant or Tenant, its agents, employeesservants, employees or contractors, or breach of this Lease by Tenantinvitees, in which event case Tenant will bear shall pay to Landlord the cost of such repairs and maintenance.
19.2 Except for services of Landlord, if any, required by Section 19.1, and subject to the extent terms and conditions of Articles 25 and 26 below, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good of a condition as when received, ordinary wear and tear and damage due to casualty covered by Landlord’s insurance excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as provided in Section 19.1 of this Lease. In no event will .
19.3 Landlord shall not be liable to Tenant for any failure to make any required replacement repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time (but not to exceed 30 days) after Tenant provides Landlord with written notice of the need for of such replacement has been delivered by repairs or maintenance. Tenant to Landlord and Landlord shall fail waives its rights under Applicable Laws now or hereafter in effect to make such replacement within a reasonable period after receipt repairs at Landlord’s expense.
19.4 Repairs under this Article 19 that are obligations of such notice. If Landlord fails are subject to perform a required replacement or fails allocation among Tenant and other tenants as Operating Expenses, except as otherwise provided in this Article 19 and in Article 10.
19.5 This Article 19 relates to repair a warranted item within a reasonable period after receipt repairs and maintenance arising in the ordinary course of notice as set forth above, operation of the Building and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or and any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, vandalism, war, terrorism, natural disaster or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire destruction, Article 25 shall apply in lieu of this Article 19.
19.6 If any excavation shall be made upon land adjacent to or other casualty which is covered by insurance maintained by Landlord under the Building, or shall be authorized to be made, Tenant on shall afford to the Project (person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as said person shall deem necessary or desirable to which Section 15 hereof shall apply) preserve and protect the Building from injury or damage resulting from an eminent domain taking (and to support the same as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit long as such actions do not interfere with Tenant’s Permitted Use and occupancy of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 3 contracts
Sources: Lease (Tocagen Inc), Lease (Tocagen Inc), Lease (Tocagen Inc)
Repairs and Maintenance. Landlorda. Landlord shall, at its sole cost subject to the terms of Section 13 and expense, will promptly make all replacements Section 18 hereof and subject to reimbursement from Tenant’s CAM Payment (as opposed to applicable), perform diligently, promptly and in a good and workmanlike manner all maintenance, repairs and maintenancereplacements to: (i) the structural components of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsBuilding, including, but not limited to including without limitation the roof, foundation and structural elements of the Buildings, the HVAC roofing system, major elevator components exterior walls, bearing walls, support beams, foundations, columns, exterior doors and the main equipment windows, and systems providing services lateral support to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service Building; (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessaryii) the Project roof, roofing system, curtain walls and windows, if required to assure watertightness; (iii) any base building systems (including, without limitation, plumbing, fire sprinklers, heating, ventilation and air conditioning systems; electrical and mechanical lines up to the point of connection to the Premises; (iv) the elevators serving the Building; and (v) any other common areas of the Property and Building. Subject to Tenant’s obligations under this Lease (including, without limitation, pursuant to Section 8 above), Landlord shall maintain the Property in compliance with all furnitureLegal Requirements. Tenant shall promptly report in writing to Landlord any defective condition known to Tenant which Landlord is required to repair.
b. Tenant at Tenant’s expense but under the direction of Landlord, trade shall repair and maintain the Premises and the fixtures and equipment of Tenantappurtenances therein in a first class condition, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) keep the Premises in a clean, attractive safe and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildingsorderly condition, except as to reasonable wear the extent such maintenance is the responsibility of the Landlord pursuant to Section 10(a) above.
c. Notwithstanding the foregoing, Landlord, at Tenant’s sole cost and tear. Upon expiration expense, shall have the right to make all repairs caused by the negligence or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal misconduct of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives independent contractors, representatives, or employeesemployers, provided that and Tenant shall not be obligated to repair any damage to any area which promptly reimburse Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcosts and expenses for such repairs.
Appears in 3 contracts
Sources: Lease Agreement (Pactiv Evergreen Inc.), Lease Agreement (Reynolds Group Holdings LTD), Lease Agreement (Reynolds Consumer Products Inc.)
Repairs and Maintenance. Landlord, at its sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease18.1. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair shall maintain and maintain (and replace if necessary) keep the Project (including, without limitationPremises, all furnitureimprovements thereon, trade fixtures and equipment of Tenantall appurtenances thereto, all areas devoted including but not limited to corridorssidewalks, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending parking areas, lobby areascurbs, refuse dumpstersroads, loading docks driveways, lighting standards, landscaping, sewers, water, gas and other similar electrical distribution systems and facilities, Building stairsdrainage facilities, Building elevator shaftsand all signs, elevator mechanical roomsboth illuminated and non-illuminated that are now or hereafter on the Premises, fire towers, Building electrical, mechanical in good condition (ordinary wear and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chasestear excepted) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing Permitted Use provided, however, Tenant shall not be required to maintain any of the foregoing to the extent such maintenance is the responsibility of an owners’ association, City of San Diego or any utility provider. Tenant shall make all repairs, replacements and improvements, including, without limitation, all structural, roof, HVAC, plumbing and electrical repairs, replacements and improvements required, and shall keep the same free and clear from time all rubbish and debris. All repairs made by Tenant shall be at least equal in quality to time the original work, and shall be made only by a licensed, bonded contractor approved in Comparable Class Buildingsadvance by Landlord (which shall not be unreasonably withheld, except conditioned or delayed); provided, however, Tenant may make such repairs using its own personnel so long as it hires personnel with adequate experience and qualifications in performing such work; provided, further, that such contractor or qualified personnel need not be bonded or approved by Landlord if the Alterations, repairs, additions or improvements to reasonable be performed do not exceed Seventy-Five Thousand Dollars ($75,000) per occurrence or an aggregate amount of One Hundred Seventy-Five Thousand Dollars ($175,000) in any twelve (12) month period. Tenant shall not take or omit to take any action, the taking or omission of which shall cause waste, damage or injury to the Premises, ordinary wear and teartear excepted.
18.2. Upon expiration Tenant shall, and shall cause Tenant’s contractors or earlier termination agents to, maintain the lines designating the parking spaces in good condition and paint the same as often as may be necessary, so that they are discernable at all times; resurface the parking areas as necessary to maintain them in good condition; paint any exterior portions of the Building as necessary to maintain them in good condition; maintain the roof and landscaping in good condition; maintain sight screens, barricades or enclosures around any waste or storage areas; and take all reasonable precautions to insure that the drainage facilities of the roof are not clogged and are in good and operable condition at all times; provided, however, Tenant shall not be required to maintain any of the foregoing that are the responsibility of any Governmental Authority or an owners’ association to maintain.
18.3. There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, Alterations or improvements in or to any portion of the Premises, or in or to improvements, fixtures, equipment and personal property therein unless such damage is caused by Landlord or its agents’ gross negligence or willful misconduct.
18.4. Landlord shall not be required to maintain or make any repairs or replacements of any nature or description whatsoever to the Premises. Except for repairs arising as a result of damage caused by Landlord or its agents’ gross negligence or willful misconduct, Tenant hereby expressly waives the right to make repairs at the expense of Landlord as provided for in any Applicable Laws in effect at the time of execution of this Lease, or in any other Applicable Laws that may hereafter be enacted, and waives its rights under Applicable Laws relating to a landlord’s duty to maintain its premises in a tenantable condition. Notwithstanding the foregoing, if Tenant will shall fail during the Term, after reasonable notice, to maintain or to commence and thereafter to proceed with diligence to make any repair required of it pursuant to the terms of this Lease, Landlord, without being under any obligation to do so and without thereby waiving such default by Tenant, may so maintain or make such repair and may charge Tenant for the costs thereof. Any expense reasonably incurred by Landlord in connection with the making of such repairs may be billed by Landlord to Tenant monthly or, at Landlord’s option, immediately, and shall be due and payable within twenty (20) days after such billing or, at Landlord’s option, may be deducted from the Security Deposit.
18.5. During the Term, Landlord and Landlord’s agents shall have the reasonable right to enter upon the Premises or any portion thereof for the purposes of performing any repairs or maintenance Landlord is permitted to make pursuant to this Lease, and of ascertaining the condition of the Premises or whether Tenant is observing and performing Tenant’s obligations hereunder, all without unreasonable interference from Tenant or Tenant’s Agents. Except for emergency maintenance or repairs, the right of entry contained in this paragraph shall be exercisable at reasonable times, at reasonable hours and on reasonable notice in compliance with Section 32.3 hereof, conducted in a manner that protects Tenant’s intellectual property and does not unreasonably interfere with Tenant’s business.
18.6. Tenant shall, upon the expiration or sooner termination of the Term, surrender and deliver the Premises to Landlord in as good of a similar condition in which they existed at the commencement of this Lease excepting reasonable as when received, ordinary wear and tear and damage arising from either an insurable casualty excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any cause not required part thereof.
18.7. This Article 18 relates to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred repairs and maintenance arising in connection with any removal the ordinary course of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation operation of the Project for re-lettingPremises and any related facilities. This Section shall not apply in In the case event of fire, earthquake, flood, vandalism, war, terrorism, natural disaster or similar cause of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof destruction, Article 22 shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit apply in lieu of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article 18.
Appears in 3 contracts
Sources: Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc)
Repairs and Maintenance. Landlord, at its sole cost 19.1 Landlord shall repair and expense, will promptly make all replacements (as opposed to repairs maintain in good working condition the structural and maintenance) exterior portions and Common Areas of capital items serving the Building and the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsand all Building systems and utilities, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide roofing and covering materials, foundations, exterior walls, plumbing, fire sprinkler systemssystems (if any), mechanicalheating, electricalventilating, life safety and plumbing systemsair conditioning, elevators, and electrical systems installed or furnished by Landlord. Any costs related to the fire alarm systems and repaving repair or maintenance activities specified in this Section 19.1 shall be included as a part of Operating Expenses to the Parking Areaextent allowable under Article 8, unless the need for such repairs or maintenance is required in whole or in part because of any such replacement is caused by the negligence act, neglect, fault or willful misconduct omissions of Tenant or Tenant, its agents, employeesservants, employees or contractors, or breach of this Lease by Tenantinvitees, in which event case Tenant will bear shall pay to Landlord the cost of such repairs and maintenance.
19.2 Except for services of Landlord, if any, required by Section 19.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good of a condition as when received, ordinary wear and tear and casualty excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the extent as provided in terms and provisions of the Work Letter or this Lease. In no event will .
19.3 Landlord shall not be liable to Tenant for any failure to make any required replacement repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for of such replacement has been delivered by repairs or maintenance. Tenant to Landlord and Landlord shall fail waives its rights under Applicable Laws now or hereafter in effect to make such replacement within a reasonable period after receipt repairs at Landlord’s expense.
19.4 Repairs under this Article 19 that are obligations of such notice. If Landlord fails are subject to perform a required replacement or fails allocation among Tenant and other tenants as Operating Expenses, except as otherwise provided in this Article 19.
19.5 This Article 19 relates to repair a warranted item within a reasonable period after receipt repairs and maintenance arising in the ordinary course of notice as set forth above, operation of the Building and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or and any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, vandalism, war, terrorism, natural disaster or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof destruction, Article 23 shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit apply in lieu of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article 19.
Appears in 3 contracts
Sources: Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc)
Repairs and Maintenance. Landlord, at its sole cost (a) Except as specifically otherwise provided in subparagraphs (b) and expense, will promptly make all replacements (as opposed to repairs and maintenancec) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above Article, Tenant, at its sole cost and expense, will repair expense and maintain (and replace if necessary) throughout the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination Term of this Lease, Tenant will surrender shall keep and deliver maintain the Premises in good order and condition, free of accumulation of dirt and rubbish. Tenant shall have the option of replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant’s desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the Premises within a reasonable time of notice to Landlord. When used in a similar condition this Article 14, the term “repairs” shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in which they existed at quality and usefulness to those originally used in constructing the commencement Building and the Premises.
(b) Landlord, throughout the Term of this Lease excepting reasonable wear and tear at Landlord’s sole cost and damage arising from either an insurable casualty expenses, shall make all necessary repairs to the footings and foundations and the structural steel columns and girders forming a part of the Premises.
(c) Landlord shall maintain all HVAC systems, plumbing and electric systems serving the Building and the Premises. Tenant’s Allocated Share of Landlord’s cost for HVAC, electric and plumbing service, maintenance and repairs, as limited under Article 6 with respect to capital expenditures, shall be included as a portion of Recognized Expenses as provided in Article 6 hereof.
(d) Landlord, throughout the Term of this Lease, shall make all necessary repairs to the Building outside of the Premises and the common areas, including the roof, walls, exterior portions of the Premises and the Building, utility lines, equipment and other utility facilities in the Building, which serve more than one tenant of the Building, and to any driveways, sidewalks, curbs, loading, parking and landscaped areas, and other exterior improvements for the Building; provided, however, that Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair or any cause not required Landlord has actual knowledge of the need to be repaired by Tenantmake such repair. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or pay its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation Allocated Share of the Project for re-letting. This Section shall not apply in the case cost of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (all repairs, as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties limited under Article 6 with respect to the items installed capital repairs, to be performed by Landlord but pursuant to this Paragraph 14(d) as Additional Rent as provided in Article 6 hereof.
(e) Landlord shall keep and maintain all common areas appurtenant to the Building and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition. Tenant shall pay its Allocated Share of the cost of all work to be maintained performed by Landlord pursuant to this Paragraph (e) as Additional Rent as provided in Article 6 hereof. Landlord’s obligation to provide snow removal services shall be limited to the parking areas and the sidewalk entrances to the Building.
(f) Notwithstanding anything herein to the contrary, repairs to the Premises, Building or Project and its appurtenant common areas made necessary by a negligent or willful act or omission of Tenant regarding or any employee, agent, contractor, or invitee of Tenant shall be made at the Project. sole cost and expense of Tenant, except to the extent of insurance proceeds received by Landlord.
(g) Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents shall provide Tenant with janitorial services for the Premises. Premises Monday through Friday of each week in accordance with the guidelines set forth in Exhibit “D” attached hereto and the Tenant shall pay its Allocated Share of the cost thereof as Additional Rent as provided in Article 6 hereof.
(h) If Landlord will use reasonable shall fail to perform any of its obligations under this Lease and such failure continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such failure, or if such failure is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the default within such thirty (30) day period and diligently pursued such efforts to cause complete such cure), Tenant may, in addition to be a third party beneficiary any other remedy available at law or in equity, upon at least five (5) business days prior written notice, incur any reasonably necessary expense to perform the obligation of Landlord’s construction contract with its general contractorLandlord specified in such notice and deduct such expense from the Fixed Rent.
Appears in 3 contracts
Sources: Full Service Lease (Research Pharmaceutical Services, Inc.), Full Service Lease (Research Pharmaceutical Services, Inc.), Full Service Lease (Research Pharmaceutical Services, Inc.)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, including roofing and covering materials; foundations; exterior walls; plumbing; fire sprinkler systems (if any); HVAC systems; elevators; and electrical systems installed or furnished by Landlord.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear and casualty or condemnation excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear and casualty or condemnation excepted; and shall, at Landlord’s request and Tenant’s sole cost and expense, will promptly make remove all replacements (as opposed to repairs telephone and maintenance) of capital items serving data systems, wiring and equipment from the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsPremises, including, but not limited and repair any damage to the roofPremises caused thereby. Landlord shall have no obligation to alter, foundation remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and structural elements provisions of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need Work Letter.
18.3. Landlord shall not be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such replacement has been delivered work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by Tenant to proper foundations, without any claim for damages or liability against Landlord and Landlord shall fail without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Article relates to make such replacement within a reasonable period after receipt repairs and maintenance arising in the ordinary course of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion operation of the Premises untenantable for five (5) consecutive business days, Building and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsProject. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice pursuant to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant this Article shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildingsconstitute Operating Expenses, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord otherwise provided in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorArticle 9.
Appears in 3 contracts
Sources: Sublease (Zentalis Pharmaceuticals, Inc.), Sublease (Zentalis Pharmaceuticals, LLC), Sublease (Zentalis Pharmaceuticals, LLC)
Repairs and Maintenance. Section 10.1 Landlord shall, at Landlord’s expense, make all structural repairs needed to the exterior walls, structural columns, structural roof, and structural floors that enclose the Premises (excluding all doors, door frames, storefronts, windows and glass); provided that Tenant gives Landlord notice of the necessity for such repairs. Notwithstanding the foregoing, Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days of being billed therefor, for all such repair costs to structural elements that are necessitated by the negligence or misconduct of Tenant, its employees, contractors, agents, subtenants, employees, customers and invitees.
Section 10.2 If the Premises are sprinklered, Tenant shall be responsible, at its Tenant’s sole cost and expense, will promptly make for maintaining, in good order and repair and in compliance with all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsLaws, including, but not limited to the roof, foundation and structural those elements of the Buildingssprinkler system within the Premises, including the HVAC system, major elevator components repair and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving replacement of the Parking Area, unless sprinkler heads and pipes. If the need Premises are not sprinklered and a sprinkler system in the Premises is required under applicable Laws for any such replacement is caused by Tenant’s Permitted Use or manner of use of the negligence or willful misconduct of Tenant or its agents, employeesPremises, or contractorsTenant’s Work requires the installation of a sprinkler system in the Premises, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until install such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long system as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair Work, at Tenant’s expense.
Section 10.3 Subject to Articles 14 and maintenance of capital items15 and Section 10.1: Tenant shall make, at Tenant’s sole expense, all repairs and replacements needed to maintain in good condition and order the Premises and all installations, equipment and facilities therein, and all repairs and replacements needed to any plumbing, water, waste, heating, ventilating and air conditioning units (“HVAC Units”), and electric conduits, lines and equipment located outside the Premises that serve only the Premises. Without limiting the foregoing, but subject to Articles 14 and 15 and Section 10.1, Tenant shall make all repairs and replacements required with respect to the HVAC Units, electrical and plumbing systems within the Premises and any rooftop or exterior air conditioning equipment or HVAC Units serving only the Premises, any plumbing fixtures within the Premises (including sinks and toilets), and the plumbing lines, valves, and pipes connected to or running from such fixtures to the point at which dispute is not resolved by such lines, valves and pipes connect with the parties within fifteen (15) days after Building’s common plumbing lines, including such plumbing lines or ducts connecting any roof-top or exterior equipment or HVAC Units or other utility or service to the Premises. Tenant shall also make, at Tenant’s notice expense, such repairs and replacements as are needed to Landlord keep the sidewalks and walkways abutting the Premises in good condition and order, and shall keep such sidewalks and walkways [and areas behind the Building to which Tenant has access] free of rubbish, snow, ice and other obstructions, and otherwise in a safe and clean condition. All such repairs and replacements shall be made in compliance with the provisions of this lease (including Article 5).
Section 10.4 Tenant shall enter into and maintain, at Tenant’s request expense, a service, maintenance and repair contract, in scope reasonably satisfactory to Landlord, with a reputable service company, reasonably satisfactory to Landlord, for the HVAC Units serving the Premises. Tenant shall, from time to time, furnish Landlord with a copy of such replacement, thenservice contract, within ten (10) days after the expiration request. If Tenant fails to obtain or maintain such service contract or to deliver to Landlord a copy of such fifteen (15) day periodcontract upon request, Landlord may, at its option, enter into a service contract providing for the maintenance, repair, and servicing of the HVAC Units and bill Tenant for the charges due under such contract. Any such charges shall be paid by
Section 10.5 Subject to Section 13.4, Tenant shall each select an independent disinterested engineerreimburse Landlord, which engineers shall mutually determine as Additional Rent, within thirty (within ten (1030) days) whether days of being billed therefor, for all damage to the item in question is a capital replacement to be made by Landlord Building resulting from any act or whether such item is not in need omission of replacement and is instead part Tenant, ▇▇▇▇▇▇’s subtenants, or any of Tenant’s repair and maintenance of capital items. The losing party or subtenants’ employees, agents, employees, invitees or contractors.
Section 10.6 Landlord shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items have no liability to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost the Rent shall not be abated, and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated deemed actually or constructively evicted by reason of Landlord performing any repairs or other work to repair all or any portion of the Premises and/or the Real Property. Landlord shall endeavor to perform such repairs or other work in a manner that reasonably minimizes interference with the conduct of ▇▇▇▇▇▇’s business in the Premises and damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. , Tenant’s Work and Tenant’s Property, but Landlord will use reasonable efforts is not required to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractoremploy overtime labor or incur additional expenses.
Appears in 2 contracts
Sources: Retail Lease, Retail Lease
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense, will promptly make all replacements expense maintain and keep the Premises (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, including but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysHVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and so long as any other systems or equipment exclusively serving the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (Premises) and every part thereof in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, good condition and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenrepair, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of such fifteen (15) day periodthe Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and Tenant shall each select an independent disinterested engineertear excepted; and shall, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement at Landlord’s request and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair remove all telephone and maintain (and replace if necessary) the Project (includingdata systems, without limitation, all furniture, trade fixtures wiring and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises (with respect to Landlord in wiring, only to the extent installed by a similar condition in which they existed at the commencement of this Lease excepting reasonable wear Tenant Party (as defined below)), and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any area which part thereof.
18.3. Landlord has notified shall not be liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant in writing that it intends to refurbish or remove in connection provides Landlord with renovation written notice of the Project need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for re-lettingthe purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Section shall not apply Article relates to repairs and maintenance arising in the case ordinary course of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on operation of the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties Building and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts pursuant to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article shall constitute Operating Expenses.
Appears in 2 contracts
Sources: Lease (Pandion Therapeutics Holdco LLC), Lease (Pandion Therapeutics Holdco LLC)
Repairs and Maintenance. Landlord, at its sole cost 19.1. Landlord shall repair and expense, will promptly make all replacements (as opposed to repairs maintain the structural and maintenance) exterior portions and Common Areas of capital items serving the Project in a manner consistent with Building and the standards prevailing from time to time for Comparable Class BuildingsProject, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide roofing and covering materials, foundations, exterior walls, plumbing, fire sprinkler systemssystems (if any), mechanicalheating, electricalventilating, life safety and plumbing systemsair conditioning, elevators, the fire alarm systems and repaving described in Subsections 17.7(a)-(c) from outside the Premises to the border of the Parking AreaPremises, unless and electrical systems installed or furnished by Landlord. Any costs related to the need for repair or maintenance activities specified in this Section 19.1 shall be included as a part of Operating Expenses (subject to Article 10), except to the extent such repairs or maintenance is required because of any such replacement is caused by the negligence act, neglect, fault or willful misconduct omissions of Tenant or Tenant, its agents, employeesservants, employees or contractors, or breach of this Lease by Tenantinvitees, in which event case Tenant will bear shall pay to Landlord the cost of such repairs and maintenance.
19.2. Except for services of Landlord, if any, required by Section 19.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good of a condition as when received, ordinary wear and tear excepted and subject to the extent as provided provisions of this Lease regarding condemnation; and shall, at Landlord’s request, remove all telephone and data systems, wiring and equipment from the Premises, and repair any damage to the Premises caused thereby; provided, however, Tenant may instead terminate, cut and label both ends of any such wiring, in which case Tenant shall not be required to remove such wiring. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and provisions of this Lease, including the Work Letter.
19.3. In no event will Landlord shall not be liable to Tenant for any failure to make any required replacement repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for of such replacement has been delivered by repairs or maintenance. Tenant to Landlord and Landlord shall fail waives its rights under Applicable Laws now or hereafter in effect to make such replacement within a reasonable period after receipt repairs at Landlord’s expense.
19.4. Repairs under this Article 19 that are obligations of such noticeLandlord are subject to allocation among Tenant and other tenants as Operating Expenses, except as otherwise provided in this Article 19 or Article 10.
19.5. If Landlord fails This Article 19 relates to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt repairs and maintenance arising in the ordinary course of notice as set forth above, operation of the Building and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or and any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, vandalism, war, terrorism, natural disaster or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof destruction, Article 25 shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit apply in lieu of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article 19.
Appears in 2 contracts
Sources: Lease (Ardelyx, Inc.), Lease (Ardelyx, Inc.)
Repairs and Maintenance. LandlordTenant acknowledges that, with full awareness of its obligations under this Lease, and in light of the fact that Landlord acquired the Premises from Tenant (or an affiliate of Tenant) as of the Commencement Date, Tenant has accepted the condition, state of repair and appearance of the Premises. Except for normal wear and tear and events of damage, destruction or casualty to the Premises (as addressed in Section 18 below), Tenant agrees that, at its sole cost expense and expensethroughout the Term, will it shall put, keep and maintain the Premises, including any Alterations and any altered, rebuilt, additional or substituted building, structures and other improvements thereto or thereon, in good order, condition, repair and appearance (allowing for normal wear and tear), and in a safe condition, repair and appearance (collectively, the “Required Condition”) and shall make all repairs and replacements necessary to ensure compliance with the Required Condition. Without limiting the foregoing, Tenant shall promptly make all structural and nonstructural, foreseen and unforeseen, ordinary and extraordinary changes, replacements and repairs of every kind and nature, and correct any patent or latent defects in the Premises, which may be required to put, keep and maintain the Premises in the Required Condition. Tenant will keep the Premises orderly and free and clear of rubbish. Tenant covenants to perform or observe all terms, covenants and conditions of any easement, restriction, covenant, declaration or maintenance covenants of record (as opposed collectively, “Easements”) to repairs and maintenance) of capital items serving which the Project Premises are currently subject or become subject pursuant to this Lease (it being agreed that Landlord shall not amend any Easement or agree to any additional Easement in a any manner consistent with the standards prevailing from time to time for Comparable Class Buildingsthat will either limit, includingin any adverse respect, Tenant’s rights under this Lease or impose any new or increased burden, economic or otherwise, on Tenant, without Tenant’s prior written consent, which consent may be withheld in Tenant’s sole, but not limited to the roofreasonable, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital itemsdiscretion), which dispute whether or not such performance is not resolved by the parties within fifteen (15) days after Tenant’s notice to required of Landlord of the Tenant’s request for under such replacementEasements, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, payment of all furnitureamounts due from Landlord or Tenant (whether as assessments, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and service fees or other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chasescharges) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenantunder such Easements. Tenant shall be obligated deliver to repair Landlord promptly, but in no event later than five (5) business days after receipt thereof, copies of all written notices received from any damage incurred in connection with any removal party thereto regarding the non-compliance of the Premises or Landlord’s or Tenant’s furnitureperformance of obligations under any Easements. Tenant shall, equipment or other personal property by Tenant or at its agentsexpense, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant enforce compliance with any Easements benefiting the Premises by any other person or entity or property subject to such Easements. Landlord shall not be a third party beneficiary required to maintain, repair or rebuild, or to make any alterations, replacements or renewals of any nature to the Premises, or any part thereof, whether ordinary or extraordinary, structural or nonstructural, foreseen or not foreseen, or to maintain the Premises or any part thereof in any way or to correct any patent or latent defect therein except to the extent such action is necessitated by Landlord’s construction contract or Agent’s negligence or willful misconduct or by actions taken by or on behalf of Landlord in connection with its general contractorLandlord’s inspection of the Premises prior to Landlord’s acquisition of title thereto. Tenant hereby expressly waives any right to make repairs at the expense of Landlord which may be provided for in any Law in effect at the Commencement Date or that may thereafter be enacted. If Tenant shall abandon the Premises, it shall give Landlord immediate written notice thereof.
Appears in 2 contracts
Sources: Industrial Building Lease (Lenox Group Inc), Purchase and Sale Agreement (Lenox Group Inc)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, including roofing and covering materials; foundations; exterior walls; Building systems, including plumbing, mechanical, fire sprinkler systems (if any); heating, ventilating, air conditioning systems; elevators; and electrical systems installed or furnished by Landlord in a first class manner and in good condition and repair.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expenseexpense clean, will promptly make maintain and keep the Premises in good condition and repair, ordinary wear and tear, casualty and condemnation excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in good condition and repair in accordance with Article 17 and Article 26, ordinary wear and tear and damage thereto from casualty and condemnation excepted; and shall, at Landlord’s request, remove all replacements (as opposed to repairs telephone and maintenance) of capital items serving data systems, wiring and equipment from the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsPremises, including, but not limited and repair any damage to the roofPremises caused thereby. Landlord shall have no obligation to alter, foundation remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and structural elements provisions of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need Work Letter.
18.3. Landlord shall not be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails repairs or to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt any maintenance that is an obligation of notice Landlord except as set forth abovein Section 31.12. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, and such failure causes the Project or shall be authorized to be without an essential building service (made, Tenant shall afford to the person causing or authorized to cause such as electricity or HVAC but not excavation, license to include elevators) which renders all or any portion of enter the Premises untenantable for five (5) consecutive business daysthe purpose of performing such work as said person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and so long as the correction of the problem is within Landlordwithout reducing or otherwise affecting Tenant’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate obligations under this Lease. During the performance of any excavation, Landlord will consult shall use commercially reasonable efforts to minimize interference with Tenant regarding Tenant’s ongoing business operations.
18.5. This Article relates to repairs and maintenance arising in the need for replacement ordinary course of capital itemsoperation of the Building and the Project. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord (pursuant to this Article shall constitute Operating Expenses, unless such costs are incurred due in whole or whether such item is not in need part to any act, neglect, fault or omission of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its employees, agents, representatives contractors or employeesinvitees, provided that in which case Tenant shall not be obligated pay to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation the cost of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties such repairs and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractormaintenance.
Appears in 2 contracts
Sources: Sublease Agreement (Natera, Inc.), Sublease Agreement (Natera, Inc.)
Repairs and Maintenance. 18.1 Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing up to the point of entry to the Building (for purposes of clarity, all plumbing from the point of entry to the Premises and extending into and through the Premises, including plumbing fixtures and plumbing lines, shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); fire sprinkler systems (if any); elevators; and base Building electrical systems installed or furnished by Landlord. Tenant hereby waives any and all rights under and benefits of Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect, and Tenant waives the right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect.
18.2 Except for services of Landlord, if any, required by Section 18.1, Tenant shall, at its Tenant’s sole cost and expenseexpense and at all times from and after the date upon which Landlord delivers possession of the Premises to Tenant for the purpose of commencing the Tenant Improvements, will promptly make all replacements maintain, repair and keep the Premises (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, including but not limited to the roof, foundation and structural elements of the Buildings, (i) the HVAC systemsystems exclusively serving the Premises, major elevator components and including the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysHVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and so long as any other systems or equipment exclusively serving the correction Premises and (ii) all plumbing serving the Premises from the point of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion entry to the area so untreatablePremises and extending into and through the Premises, including plumbing fixtures and plumbing lines) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days and every part thereof in any twelve (12) month periodgood condition and repair, damage thereto from ordinary wear and tear excepted, and so long with the Tenant Improvements in substantially the same condition as existed on the correction of the problem is within Landlord’s reasonable controlTerm Commencement Date, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenshall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance, repair or replacement records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of such fifteen (15) day periodthe Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and Tenant shall each select an independent disinterested engineertear excepted; and shall, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement at Landlord’s request and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair remove all telephone and maintain (and replace if necessary) the Project (includingdata systems, without limitation, all furniture, trade fixtures wiring and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises (but with respect to Landlord in wiring, only to the extent installed by or on behalf of a similar condition in which they existed at the commencement of this Lease excepting reasonable wear Tenant Party), and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant the Premises caused thereby. Except as expressly set forth in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible18.1 above, Landlord will assign shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than Landlord’s obligation to make available to Tenant the benefit TI Allowance in accordance with this Lease.
18.3 Without limiting the provisions of Section 16.2, Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4 Subject to the provisions of Section 14.4, if any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, then Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5 This Article relates to repairs and maintenance arising in the ordinary course of operation of the Building and the Project. In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6 Subject to the provisions of Article 9, costs incurred by Landlord pursuant to this Article shall constitute Operating Expenses. Notwithstanding the foregoing, to the extent that the cost of such repairs and maintenance arising from Tenant’s acts, neglect, fault or omissions (but not gross negligence or willful misconduct) exceeds the limits of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but insurance maintained or required to be maintained by Tenant regarding the Project. pursuant to this Lease but are covered by insurance maintained or required to be maintained by Landlord will obtain the warranties under this Lease, then Landlord shall file a claim for such excess pursuant to Landlord’s insurance and guaranties as may be expressly required in the final approved Construction Documents Tenant shall reimburse Landlord for the Premises. deductible therefor within thirty (30) days after receipt of an invoice therefor (or, if Landlord will use reasonable efforts has not obtained or maintained the insurance it is required to cause obtain and maintain pursuant to this Lease, Landlord shall pay such excess, other than what the deductible would have been had Landlord obtained and maintained the requisite insurance, which Tenant shall pay to be a third party beneficiary Landlord within thirty (30) days after receipt of Landlord’s construction contract with its general contractoran invoice therefor).
Appears in 2 contracts
Repairs and Maintenance. Landlord’s sole obligations shall be repair, at its sole cost replacement and maintenance of the foundation, structural elements, exterior walls, and exterior windows of the Property. At Tenant’s expense, will promptly make Tenant shall perform all replacements (as opposed other maintenance and repairs necessary to repairs and maintenance) of capital items serving maintain the Project improvements in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsfirst class operating condition and repair, includingboth interior or exterior, but not limited to ordinary or extraordinary, including the roof, foundation window glass, plate glass, store fronts, sidewalks, curbs, parking lots, parking spaces, doors, windows (except exterior windows), screens, awnings, locks, keys, weather stripping and structural elements of the Buildingsthresholds as well as all interior walls, the HVAC systemfloors, major elevator components walls, ceilings and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Leasefloor coverings. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s responsibility shall also include landscaping; irrigation; the replacement, servicing, repair and maintenance of capital items)equipment and fixtures at the Property, which dispute including the heating, ventilation, and air conditioning systems and changing filters for such systems. Tenant shall also repair and be responsible for the damage caused by stoppage, breakage, leakage, overflow, discharge or freezing of plumbing pipes, soil lines or fixtures. If any part of the improvements is not resolved damaged by the parties within fifteen (15) days after Tenant, or Tenant’s notice employees, agents, or invitees or any breaking and entering of said improvements, Tenant shall provide Landlord with immediate written notification of all damage to Landlord of the Property. After notification and approval by Landlord, repairs shall be made promptly at Tenant’s request for such replacement, then, expense so as to restore said improvement to its previous condition. If Tenant refuses or neglects to commence the necessary repairs within ten thirty (1030) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made written demand by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply than in the case of emergency), Landlord may (but shall not be required to) make such repairs without liability to Tenant for any loss or damage that may accrue to Tenant’s stock, business, equipment, or destruction fixtures by fire reason thereof, and if Landlord makes such repairs, Tenant shall pay to Landlord, on demand, as Additional Rent, the cost thereof. Tenant’s failure to pay shall constitute a default under this Lease. Tenant’s failure to give, or other casualty which is covered by insurance maintained by Landlord unreasonable delay in giving, notice of needed repairs or defects shall make Tenant on the Project (as to which Section 15 hereof shall apply) liable for any loss or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractordelay or needed repairs.
Appears in 2 contracts
Sources: Triple Net Lease Agreement (Viemed Healthcare, Inc.), Triple Net Lease Agreement (Viemed Healthcare, Inc.)
Repairs and Maintenance. Landlord18.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and Project, including foundations, exterior walls, load bearing walls, windows, plate glass, roofing, and roofing covering materials, and plumbing, fire sprinkler system, heating, ventilating, air conditioning, elevator, and electrical systems, subject to reimbursement by Tenant as its Pro Rata Share of Operating Expenses to the extent provided by Article 7. However, if such maintenance or repairs are required solely because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees or invitees, Tenant shall pay to Landlord the reasonable costs of such maintenance and repairs attributable to Tenant’s act, neglect, fault or omission.
18.2 Except as otherwise set forth in Section 18.1, Tenant shall, throughout the term of this Lease, at its Tenant’s sole cost and expense, will promptly make all replacements (keep the Premises and every part thereof in good condition and repair, including plumbing, fire sprinkler, heating, ventilating, air conditioning, elevator, and electrical systems existing in the Premises as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employeesTerm Commencement Date, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced installed thereafter by Landlord as described above and the items warranted part of Landlord’s Improvements, or installed by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent Tenant with the standards prevailing from time to time in Comparable Class Buildingspermission of Landlord, except as to for damage thereto from causes beyond the reasonable control of Tenant and ordinary wear and tear. Upon Tenant shall upon the expiration or earlier termination of this Lease, Tenant will the term hereof surrender and deliver the Premises to Landlord in a similar the same condition in which they existed at the commencement of this Lease excepting reasonable as when received, ordinary wear and tear and damage arising from either an insurable casualty causes beyond the reasonable control of Tenant excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred part thereof except as provided in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.18.1
Appears in 2 contracts
Sources: Lease (Biocept Inc), Lease (Biocept Inc)
Repairs and Maintenance. 18.1. Other than Condominium Common Areas located at the Property, if any, that are to be maintained by the Association pursuant to the Declaration (which, if Landlord controls the Association, Landlord shall cause the Association to maintain in accordance with the Declaration), Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, including roofing and covering materials; foundations; exterior walls; plumbing; common fire sprinkler systems (if any); common heating, ventilating, air conditioning systems; common elevators; exterior windows, and common electrical systems.
18.2. Except for services of Landlord, if any, required by Section 18.1 hereof, Tenant will take good care of the Premises and the fixtures and improvements therein (including, without limitation, all walls, doors, ceilings and lighting fixtures) and all electrical, plumbing, mechanical and HVAC equipment exclusively serving the Premises (but excluding all common utilities and common HVAC systems and all electrical, plumbing, mechanical and HVAC equipment serving portions of the Building other than the Premises), will make (a) all repairs thereto (excluding structural repairs unless caused by Tenant’s acts or omissions), whether foreseen or unforeseen, ordinary or extraordinary (but excluding repairs required as a result of a casualty or condemnation, which shall be addressed in accordance with Sections 24 and 25 hereof), and (b) replacements to the Tenant Improvements, all so as to keep the Premises in a first class condition and state of repair, subject to normal wear and tear, and will neither commit nor suffer any active or permissive waste or injury thereof. Tenant’s responsibilities shall include the maintenance, repair and replacement of all of Tenant’s signage (both interior and exterior) and all other facilities and equipment of Tenant located outside of the Premises and all improvements, systems, equipment, and other installations, including, without limitation, all related lines, conduits, pipes, cabling, connections and the like, located outside of the Premises that were installed by Tenant or installed by Landlord exclusively for Tenant pursuant to this Lease. Tenant’s responsibilities in conjunction therewith shall also include, but not be limited to, the regular painting and decorating of the Premises so as to maintain the Premises in a first-class condition and state of repair, subject to normal wear and tear (provided Tenant shall not be obligated to repaint the Premises during the last two (2) years of the Term, as it may be extended). All building standard bulbs, tubes and lighting fixtures for the Premises shall be provided and installed by Landlord at Tenant’s cost and expense and must comply with Landlord’s sustainability practices, including any third-party rating system concerning the environmental compliance of the Building or the Premises, as the same may change from time to time. All such repair work and maintenance and any alterations permitted by Landlord shall be done at Tenant’s sole cost and expense by persons or contractors selected by Tenant and consented to in writing by Landlord. Tenant shall, at Tenant’s expense, but under the direction of Landlord, by contractors selected by Tenant and consented to in writing by Landlord, promptly repair any injury or damage to the Premises or Building caused by the misuse or neglect thereof by Tenant, by Tenant’s contractors, subcontractors, customers, employees, licensees, agents, or invitees permitted or invited (whether by express or implied invitation) on the Premises by Tenant, or by Tenant moving in or out of the Premises. Tenant shall be responsible for all janitorial service and trash removal from the Premises. Tenant covenants and agrees, at its sole cost and expense: (a) to comply with all present and future laws, will promptly make orders and regulations of the Federal, State, county, municipal or other governing authorities regarding the collection, sorting, separation, and recycling of garbage, trash, rubbish and other refuse (collectively, “trash”); (b) to comply with Landlord’s recycling policy as part of Landlord’s sustainability practices where it may be more stringent than applicable law; (c) to sort and separate its trash and recycling into such categories as are provided by law or Landlord’s sustainability practices; (d) that Landlord reserves the right to refuse to collect or accept from Tenant any waste that is not separate and sorted as required by law, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Landlord; and (e) that Tenant shall pay all replacements (as opposed costs, expenses, fines, penalties or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to repairs and maintenance) of capital items serving the Project in a manner consistent comply with the standards prevailing from time to time for Comparable Class Buildings, including, but provisions of this Section.
18.3. Landlord shall not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for of such replacement has been delivered by repairs or maintenance. In the event that Landlord timely fails to make a repair or perform maintenance inside the Premises that is Landlord’s obligation pursuant to this Lease, Tenant may notify Landlord of such failure and, if Landlord does not make the repair or perform the maintenance within thirty (30) days after Landlord’s receipt of such notice (or, if such repair or maintenance cannot reasonably be completed with such period, within the period of time reasonably required (so long as Landlord begins the repair or maintenance within such period and diligently prosecutes the same to Landlord completion)), Tenant may perform the repair or maintenance and Landlord shall fail to make such replacement reimburse Tenant for its reasonable out-of-pocket costs for performing the same within a reasonable period thirty (30) days after receipt of an invoice from Tenant therefor. Notwithstanding anything in this Section to the contrary, before performing any such noticerepairs or maintenance, Tenant shall notify Landlord of Tenant’s intent to do so and shall reasonably coordinate with Landlord and any other tenants of the Project that may be affected the need for such repairs or maintenance.
18.4. If Landlord fails any excavation shall be made upon land adjacent to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveunder the Building, and such failure causes the Project or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without an essential building service (any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease provided that such as electricity or HVAC but entry does not to include elevators) which renders all or any portion materially adversely affect Tenant’s beneficial use and occupancy of the Premises untenantable for five (5) consecutive business daysthe Permitted Use.
18.5. Landlord and Tenant acknowledge and agree that pursuant to the Declaration, the Association, and so long as not Landlord, is responsible for the correction maintenance, repair and replacement of the problem is within Landlord’s reasonable control, then Condominium (other than the Units) and the Condominium Common Areas. The cost of the foregoing items shall be included in Common Expenses in accordance with the Declaration and Tenant shall be entitled responsible to an abatement pay its Pro Rata Share of Rent (in proportion to such amounts as are assessed against the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long Unit or Landlord as the correction Unit Owner in accordance with Section 9 hereof. All services, maintenance, repairs and replacements performed by the Association or its agents pursuant to this Section 18 shall be deemed to have been performed on behalf of Landlord and all costs incurred by the Association or its agents in the performance of such services, maintenance, repairs and replacements shall be included in Common Expenses in accordance with the Declaration and Tenant shall be responsible to pay its Pro Rata Share of such amounts as are assessed against the Unit or Landlord as the Unit Owner in accordance with Section 9 hereof.
18.6. This Article relates to repairs and maintenance arising in the ordinary course of operation of the problem is within Landlord’s reasonable control, then Tenant shall have Building and the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsProject. In the event of a dispute between Landlord and Tenant as casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.7. Unless otherwise expressly excluded from Operating Expenses pursuant to whether a particular item is a capital replacement to be made the terms hereof, costs incurred by Landlord (or whether pursuant to this Article shall constitute Operating Expenses. Notwithstanding the foregoing and subject to the provisions of Section 23.7 hereof, to the extent that the cost of such item is not in need of replacement repairs and is instead part of maintenance caused by Tenant’s repair and maintenance acts, neglect, fault or omissions exceeds the limits of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but required to be maintained by Tenant regarding the Project. pursuant to this Lease but are covered by insurance maintained or required to be maintained by Landlord will obtain the warranties under this Lease, then Landlord shall file a claim for such excess pursuant to Landlord’s insurance and guaranties as may be expressly required in the final approved Construction Documents Tenant shall reimburse Landlord for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary deductible therefor within thirty (30) days after receipt of Landlord’s construction contract with its general contractoran invoice therefor.
Appears in 2 contracts
Sources: Lease Agreement (Spark Therapeutics, Inc.), Lease Agreement (Spark Therapeutics, Inc.)
Repairs and Maintenance. LandlordTenant shall, at its Tenant’s sole cost and expense, will promptly make all replacements (as opposed to repairs keep the Premises and maintenance) of capital items serving the Project alterations in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsgood order, condition and repair, including, but not limited to to, all equipment or facilities, such as plumbing, heating, ventilating, air conditioning, electrical lighting, boilers, pressure vessels, fire protection system fixtures, interior and exterior walls, interior utility installations, ceilings, floors, windows, doors, glass, signage, landscaping, parking lot and driveways, and all other facilities located in or on the roof, foundation and structural elements Premises not the responsibility of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Landlord as described in section 6.3. Tenant, in which event keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices including preventative maintenance of the roof and air conditioning systems. Tenant’s obligations shall include maintaining copies of applicable service contracts and providing copies of same to Landlord at Landlord’s request. If Tenant will bear does not make repairs promptly and adequately when required to do so, and such failure or non-performance shall continue for a period of twenty (20) days from the cost of such repairs to the extent as provided in this Lease. In no event will date Landlord be liable to notifies Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to repair or repairs, Landlord and Landlord shall fail to may, but need not, make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, repairs and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, replacements and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within pay Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after of written demand, the expiration of such fifteen (15) day period, Landlord and Tenant cost thereof. In no event shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part any of Tenant’s repair expenses under this Section 6.2 constitute an item of Expense under Section 3.5 hereof. Notwithstanding the foregoing, Tenant’s obligations shall include maintaining service contracts on all HVAC and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agreeroof systems, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether pursuant to which such item is not in need of replacement and is instead a repair and maintenance item, whose decision systems shall be final inspected and bindingproperly maintained by outside service providers on a regular and continuous basis during the Term hereof. The losing party Upon Landlord’s request, tenant shall pay the fees and costs furnish Landlord with copies of such third engineer. At a minimum, each service contracts and records of maintenance performed by the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorservice contractors.
Appears in 2 contracts
Sources: Lease Agreement, Industrial Building Lease Agreement (Entorian Technologies Inc)
Repairs and Maintenance. Landlord, at its sole cost 18.1. Landlord shall repair and expense, will promptly make all replacements (as opposed to repairs maintain the structural and maintenance) exterior portions and Common Areas of capital items serving the Project in a manner consistent with Building and the standards prevailing from time to time for Comparable Class BuildingsProject, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide roofing and covering materials, foundations, exterior walls, plumbing, fire sprinkler systemssystems (if any), mechanicalheating, electricalventilating, life safety and plumbing systemsair conditioning, elevators, and electrical systems installed or furnished by Landlord. Any costs related to the fire alarm systems and repaving repair or maintenance activities specified in this Section 18.1 shall be included as a part of the Parking AreaOperating Expenses, unless the need for such repairs or maintenance is required in whole or in part because of any such replacement is caused by the negligence act, neglect, fault or willful misconduct omissions of Tenant or Tenant, its agents, employeesservants, employees or contractors, or breach of this Lease by Tenantinvitees, in which event case Tenant will bear shall pay to Landlord the cost of such repairs and maintenance.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good of a condition as when received, ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the extent as provided in this LeasePremises or any part thereof, other than pursuant to Section 4.2 hereof.
18.3. In no event will Landlord shall not be liable to Tenant for any failure to make any required replacement repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for of such replacement has been delivered by repairs or maintenance. Tenant to Landlord and Landlord shall fail waives its rights under Applicable Laws now or hereafter in effect to make such replacement within a reasonable period after receipt repairs at Landlord’s expense.
18.4. Repairs under this Article 18 that are obligations of such noticeLandlord are subject to allocation among Tenant and other tenants as Operating Expenses, except as otherwise provided in this Article 18.
18.5. If Landlord fails This Article 18 relates to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt repairs and maintenance arising in the ordinary course of notice as set forth above, operation of the Building and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or and any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, vandalism, war, terrorism, natural disaster or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof destruction, Article 22 shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit apply in lieu of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article 18.
Appears in 2 contracts
Sources: Lease (Receptos, Inc.), Lease (Receptos, Inc.)
Repairs and Maintenance. 18.1 Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs (i.e., non-structural slabs), but including any structural slabs); exterior walls; base Building plumbing; base Building fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord.
18.2 Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense, will promptly make all replacements expense maintain and keep the Premises (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, including but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysHVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and so long as any other systems or equipment exclusively serving the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (Premises) and every part thereof in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, good condition and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenrepair, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of such fifteen (15) day periodthe Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear excepted; and shall, at Landlord’s request and ▇▇▇▇▇▇’s sole cost and expense, remove all telephone and data systems, wiring and equipment from the Premises, and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than the Tenant shall each select an independent disinterested engineerImprovements and other than as expressly set forth in Section 18.1 above. [***].
18.3 Throughout the Term of the Lease, which engineers shall mutually determine (Tenant shall, at Tenant’s sole cost and expense, maintain copies of all service contracts, service, repair and maintenance records, and inspection reports on all equipment installed by or maintained by Tenant. Tenant shall, within ten (10) days) whether the item in question is a capital replacement days after receipt of written notice from Landlord, provide to be made by Landlord any maintenance records, service or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital itemsinspection reports that Landlord reasonably requests. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each Upon surrender of the engineers shall be disinterested engineers, with substantial experience in Premises upon the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender shall provide Landlord with all original equipment manufacturer (OEM) manuals for any equipment installed and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired removed by Tenant. Landlord shall also have the right to perform an audit of the equipment installed or maintained by Tenant in the form of a facilities condition assessment or similar report at Landlord’s cost; provided that Tenant shall be obligated to repair any damage incurred in connection reimburse Landlord for the cost of the same to the extent it is determined that Tenant failure to comply with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply)obligations under this Article 18. To the extent possiblesuch audit recommends corrective action, Tenant shall promptly perform such corrective action as part of its repair and maintenance obligations.
18.4 Landlord will assign shall not be liable for any failure to make any repairs or to perform any maintenance that is ▇▇▇▇▇▇▇▇’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the benefit need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.5 If any manufacturer’s warranties and guaranties with respect excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the items installed person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord but and without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.6 This Article relates to be maintained by Tenant regarding repairs and maintenance arising in the ordinary course of operation of the Building and the Project. In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.7 Costs incurred by Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts pursuant to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article shall constitute Operating Expenses.
Appears in 2 contracts
Sources: Lease Agreement (BlossomHill Therapeutics, Inc.), Lease (BlossomHill Therapeutics, Inc.)
Repairs and Maintenance. Landlord(a) Tenant shall, at its own sole cost and expense, will keep the Premises in good order and condition, normal wear and tear and damage covered by insurance excepted, at all times on and after commencement of the Term to and including the date of the termination of the Term, by lapse of time or otherwise. Tenant shall promptly make and adequately repair the Premises and all replacements (as opposed to repairs its component parts, and maintenance) replace or repair all landscaping and all damaged or broken fixtures, other than trade fixtures, and appurtenances. In addition, Tenant shall timely and properly maintain all of capital items serving the Project Premises including, but not necessarily limited to, mechanical systems, electrical systems, plumbing and sewage systems, foundations and floor slabs, glazing systems, structural steel, masonry walls and wall enclosures, and water tightness of all curtain walls by a qualified stationary engineer or otherwise, in a manner consistent accordance with the standards prevailing greater standard of
(i) the customary maintenance by prudent operators in the industry;
(ii) that which is necessary so as not to void, diminish, or impair any warranty for such component from time to time for Comparable Class Buildingsin effect; and
(iii) that which is necessary to preserve and protect the useful life of such component, includingordinary wear and tear excepted. In addition, but not limited Tenant shall maintain and repair, or cause others to maintain and repair or replace, as the case may be, the roof, foundation and repair any material defect in materials or workmanship relating to the foundation, columns, and structural elements steel which comprise a part of the BuildingsPremises. Landlord, not more frequently than annually during the HVAC systemTerm (except in the event of an emergency or extraordinary condition), major elevator components may cause independent private inspectors, qualified in the specific discipline, to make inspections of any building and building systems on the main equipment Premises or segments thereof to determine Tenant's compliance under this Section. If the Tenant does not timely or properly perform repairs as above provided, Landlord may, but is not required to, after twenty (20) days' notice to Tenant, make such repairs, replacements or maintenance in a reasonably diligent fashion, and systems providing services Tenant shall pay Landlord forthwith upon being billed for same by Landlord the cost thereof plus all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs, replacements and maintenance. Landlord may, but shall not be required to, enter the Premises personally or through independent contractors at all reasonable times upon reasonable notice (except in the case of an emergency) to inspect the Premises, and to make such repairs, alterations, improvements and additions to the Project including without limitation, Premises or to any equipment or fixtures located on the Project-wide sprinkler systems, mechanical, electrical, life safety Premises as Landlord deems reasonably necessary and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of which Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs failed to the extent do as provided required in this Lease.
(b) It is intended by Tenant and Landlord that Landlord shall have no obligation, in any manner whatsoever, to repair or maintain the Premises (or the equipment therein), whether structural or nonstructural, all of which obligations are intended, as between Landlord and Tenant, to be those of Tenant. In no event will Landlord be liable Tenant expressly waives the benefit of any statute now or in the future in effect which would otherwise afford Tenant the right to Tenant for make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to make any required replacement unless written notice keep the Premises in good order, condition and repair.
(c) Prior to the commencement of the need for such replacement has been delivered by Tenant to Lease Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without received an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion engineering study of the Premises untenantable for five (5) consecutive business days, and so long as performed by Eckl▇▇▇ ▇▇▇sultants Inc. Exhibit E attached hereto shows a list of those matters which must be corrected. Tenant agrees to correct the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenantmatters listed on Exhibit E, at its Tenant's sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of completed no later than the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant dates set forth on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.Exhibit E.
Appears in 2 contracts
Sources: Lease Agreement (Caterair International Inc /Ii/), Lease Agreement (Caterair International Inc /Ii/)
Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) shall be responsible for the repair, maintenance and, if necessary, replacement of capital items serving the Project in a manner consistent with structural elements, the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roofroof structure, foundation and the structural elements integrity of floor slabs of Building 3, provided that Tenant shall pay for the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services cost of any such repairs to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused extent occasioned by the negligence negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 3 maintained by Landlord pursuant to Section 14.2.
9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 3 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 3, all Shared Areas (as defined in the Declaration) for the use of Parcel 3 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 3. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord.
9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful misconduct of Landlord, its agents, employees, or contractors. Tenant shall keep its sewers and drains open and clear to the perimeter of the Premises, or breach and shall keep the hallways and/or sidewalks and common areas adjacent to the Premises clean and free of this Lease debris created by Tenant, in which event . Tenant will bear shall reimburse Landlord on demand for the cost of such repairs damage to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered Premises, Building 3 or Landlord's Parcels caused by Tenant or its employees, agents, customers, suppliers, shippers, contractors, or invitees which is in excess of any proceeds received by Landlord from the insurance for Building 3 maintained by Landlord pursuant to Landlord and Landlord Section 14.2. If Tenant shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes comply with the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, foregoing requirements within ten (10) days after notice from Landlord, Landlord may (but shall not be obligated to) effect such maintenance and repair, and the expiration cost thereof together with interest thereon at the Interest Rate (defined below) shall be due and payable as Additional Rent to Landlord within thirty (30) days following receipt of Landlord's written statement of such fifteen costs. See Addendum A-9.3.
9.4 Tenant in keeping the Premises in good order, condition, and repair shall exercise and perform good maintenance practices including obtaining, at its expense, a contract for the repair and maintenance of the air conditioning and heating system, if any, exclusively serving the Premises and provide Landlord with a copy of said contract within thirty (1530) day period, days after Tenant takes possession of the Premises. The contract shall be for the benefit of Landlord and Tenant and in a form and placed with a licensed contractor satisfactory to Landlord. Tenant obligations shall each select an independent disinterested engineerinclude restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair, except to the extent of Landlord's obligations expressly set forth in this Lease.
9.5 Tenant shall not make any exterior or structural alterations, changes or improvements in or to Building 3 or material modifications to any of the Base Building operating systems without first obtaining Landlord's prior written consent (which engineers may be withheld by Landlord in its sole discretion as to exterior alterations, and which shall mutually determine (within not be unreasonably withheld or delayed with respect to structural or Base Building system modifications), and all of the same shall be at Tenant's sole cost. Landlord's consent shall not be required for any interior cosmetic alterations or alterations not affecting Base Building exterior, structure or systems as referenced above, or for any alterations, changes, replacements or improvements to any interior nonstructural Special Tenant Improvements or any other elements of Tenant's Work; provided that Tenant shall obtain required permits and comply with all other Legal Requirements and all requirements of Article 8 and Exhibit C regarding construction by Tenant and shall notify Landlord not less than ten (10) daysdays prior to commencing any such alterations to give Landlord an opportunity to post a notice of non-responsibility. Landlord may impose as a condition of its consent (when required) whether such requirements as Landlord, in its reasonable discretion, may deem necessary, including but not limited to, the item in question requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord, and that good and sufficient plans and specifications be submitted to Landlord at such times as its consent is a capital replacement requested. Further, Landlord's consent to any alteration which Tenant proposes to make after the Commencement Date shall designate by written notice to Tenant any of the alterations, additions and improvements (collectively, "ALTERATIONS") which Landlord will require Tenant to remove at the expiration or termination of the Lease and those Alterations (if any) which Tenant is not permitted to remove. If Landlord so designates, Tenant shall prior to the expiration of the Term promptly remove the Alterations designated to be removed and repair all damage caused by such removal at its cost and with all due diligence, and shall surrender the Premises with all Alterations which Tenant is required to leave. Unless Landlord designates as a condition to granting its consent to any Alterations that removal by Tenant is required or prohibited, Tenant shall have the right, but not the obligation to remove from the Premises the Alterations for which consent was obtained so long as Tenant promptly repairs any damage resulting from such removal. Except as otherwise expressly provided herein, all Alterations made by Landlord or whether such item is not in need of replacement and is instead part of Tenant (specifically excluding Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all 's furniture, trade fixtures and equipment equipment) shall become the property of Tenant, all areas devoted Landlord and a part of the realty and shall be surrendered to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with Landlord upon the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier sooner termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by TenantTerm hereof. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorSee Addendum A-9.5.
Appears in 2 contracts
Sources: Lease Agreement (Formfactor Inc), Lease Agreement (Formfactor Inc)
Repairs and Maintenance. Landlord13.01 Tenant shall take good care of the Demised Premises and the fixtures, equipment and appurtenances therein, and shall, at its sole cost and expense, will promptly make all all nonstructural repairs or replacements thereto as and when needed to preserve them in good working order and condition (as opposed to repairs unless caused by negligence of Landlord, its agents, employees or contractors (collectively, “Landlord Parties”), except for reasonable wear and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingstear, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, as shall be required by reason of (i) the Project-wide sprinkler systemsperformance or existence of Tenant’s Changes (not to include Landlord’s Work and provided that Landlord notifies Tenant upon plan approval that such Tenant’s Changes will trigger this obligation), mechanical(ii) the installation, electricaluse or operation of Tenant’s Property in the Demised Premises, life safety and plumbing systems, elevators, (iii) the fire alarm systems and repaving moving of Tenant’s Property in or out of the Parking AreaBuilding, unless or (iv) the need for any such replacement is caused by the negligence misuse or willful misconduct neglect of Tenant or any of its agents, employees, agents or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will shall replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintain (maintenance of all lighting fixtures therein. If and replace if necessary) when reasonably necessary Landlord shall be responsible for and shall make all repairs and replacements to the Project (sidewalks adjacent to the Building, subsurface conditions and structural elements of the Building and Building systems.
13.02 Except as expressly otherwise provided in this Lease, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease, or required by law, to make in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or appurtenances of the Building or the Demised Premises, including, without limitation, all furnitureany repairs and/or changes to the Building and/or the Demised Premises for purposes of obtaining the certificate of occupancy for the Building.
13.03 Subject to the provisions of Articles 20 and 21 herein should any action of Landlord prevent Tenant from utilizing at least seventy-five (75%) percent of the Demised Premises for more than five (5) consecutive business days, trade fixtures the Fixed Rent shall ▇▇▇▇▇ until Tenant is able to resume the use at least twenty-five (25%) percent of the Demised Premises. Should Tenant be prevented from utilizing at least seventy-five (75%) percent of the Demised Premises for more than sixty (60) days Tenant shall have the right to terminate this Lease by giving written notice to Landlord no later than seventieth (70th) consecutive days and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chasesvacating no later than what would the ninetieth (90th) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except consecutive day. TIME BEING OF THE ESSENCE for Tenant as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorboth dates.
Appears in 2 contracts
Sources: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Repairs and Maintenance. LandlordA. Landlord shall maintain the structural portions of the Building and the roof and roof membrane in good working order and repair. Landlord shall perform and construct (or shall cause to be performed or constructed), at its sole cost and expenseTenant shall have no responsibility to perform or construct, will promptly make all replacements any repair, maintenance or improvements (a) to the structural portions of the Premises, (b) which could be treated as opposed to repairs a “capital expenditure” under generally accepted accounting principles, and maintenance(c) of capital items the Building Systems serving the Project Premises (including components of such systems located in a manner consistent with the standards prevailing from time to time Premises) and the Building. Notwithstanding the foregoing, Tenant shall pay for Comparable Class Buildings, including, but not limited its share of the foregoing costs to the roofextent such costs are properly included in Expenses, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear provided that the cost of such any capital repairs to shall be amortized over the extent as provided useful life of the capital item in this Leasequestion. In no event will performing any maintenance, repairs or improvements, Landlord be liable shall minimize interference with Tenant’s business operations. Landlord shall assign to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or warranties affecting any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction which Tenant has any repair responsibilities,
B. If Tenant becomes aware of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (conditions that are dangerous or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items)or repair, which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by promptly provide Landlord or whether with notice of any such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital itemsconditions. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will shall perform all maintenance and repairs to the Premises (other than with respect to any elements of the Building that are Landlord’s responsibility in Section 9.01(A) above), and keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and maintain (and replace if necessary) the Project (includingmaintenance obligations include, without limitation, all furniturerepairs to: (a) floor covering; (b) interior partitions; (c) doors; (d) the interior side of demising walls; (e) Alterations (described in Section 9.03); (f) supplemental air conditioning units, trade fixtures kitchens, including hot water heaters, and equipment of similar facilities exclusively serving Tenant, all areas devoted to corridorswhether such items are installed by Tenant or are currently existing in the Premises; and (g) electronic, elevator lobbiesfiber, restroomsphone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks “Cable”). All repairs and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property work performed by Tenant or its agents, representatives or employees, provided that contractors shall be subject to the terms of Section 9.03 and 9.04 below. If Tenant fails to make any repairs to the Premises for more than fifteen (15) days after notice from Landlord (although notice shall not be obligated to repair any damage to any area which required in an emergency), Landlord has notified may make the repairs, and, within thirty (30) days after demand, Tenant in writing that it intends to refurbish or remove in connection with renovation shall pay the reasonable cost of the Project for re-letting. This Section shall not apply repairs, together with an administrative charge in an amount equal to five percent (5%) of the case cost of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorrepairs.
Appears in 2 contracts
Sources: Office Lease Agreement (Cloudflare, Inc.), Office Lease Agreement (Cloudflare, Inc.)
Repairs and Maintenance. Landlord8.1 By taking possession of the Premises, Tenant shall be deemed to have conclusively agreed to accept the Premises "AS-IS" and as being in the condition in which Landlord is required to deliver the same and otherwise in good order, condition and repair (except for latent defects). Subject to the provisions of Section 22 below, Tenant shall, at its all times during the term hereof and at Tenant's sole cost and expense, will promptly make all replacements (keep the Premises and every part thereof in good condition and repair. It is understood and agreed that Landlord has no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, except as opposed specified in Section 22 below or in the Work Agreement, and that no representations relating to repairs and maintenance) the condition of capital items serving the Premises, the Building or the Project have been made by Landlord (or any employee or agent thereof) to Tenant, except as may be specifically set forth in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited this Lease.
8.2 Subject to the roofprovisions of Section 8.1 above and Section 22 below, Landlord shall maintain the common area, the foundation and structural elements portions of the BuildingsBuilding, the HVAC system, major elevator components and the main equipment mechanical and electrical systems providing the services and utilities to the Project including without limitationbe furnished by Landlord pursuant to Section 13.1 below, the Project-wide sprinkler systemsin good order and condition, mechanicalprovided however, electrical, life safety if such maintenance and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is repairs are caused in whole or in part by the negligence act, neglect, fault, or willful misconduct omission of Tenant or any duty by Tenant, its agents, servants, employees, or contractorsinvitees, or breach of this Lease by Tenant, in which event Tenant will bear shall pay to Landlord the reasonable cost of such repairs to the extent as provided in this Leasemaintenance and repairs. In no event will Landlord shall not be liable to Tenant for any failure to make any required replacement such repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need for of such replacement has been delivered by Tenant repairs or maintenance is given to Landlord by Tenant. Except as provided in Section 22 hereof, there shall be no abatement of rent and no liability of Landlord shall fail by reason of any injury to make such replacement within a reasonable period after receipt or interference with Tenant's business arising from the making of such notice. If Landlord fails any repairs, alterations or improvements in or to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysBuilding or the Premises, or in or to fixtures, appurtenances and so long as the correction of the problem is within Landlord’s reasonable control, then equipment therein. Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have waives the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (make repairs at Landlord's expense under any law, statute or whether such item is not ordinance now or hereafter in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractoreffect.
Appears in 2 contracts
Sources: Lease (Digital Island Inc), Lease (Digital Island Inc)
Repairs and Maintenance. Landlord(a) The Tenant shall, at its sole cost expense (save and expenseexcept as provided in Section 6.1(e) below as to certain capital repairs and replacements required during the last twenty-four (24) months of the Term), will diligently and in a good and workmanlike manner perform such maintenance, repairs and replacements as are required to keep the Demised Premises (including the structural components thereof), including the Building Systems and all Services located in, on or about the Demised Premises (including parking areas, driveways, roadways, service areas, and facilities, including those outside the Demised Premises such as sidewalks, boulevards, off-site utility and service connections and in respect of areas and Services shared by users of the Demised Premises and users of other properties, if any, in each case to the extent the Landlord is required to perform or contribute to the same as a result of its ownership of the Demised Premises) in accordance with the Building Standard. Without limiting the generality of the foregoing, and without notice or demand from the Landlord, the Tenant shall:
(i) maintain and keep, or cause to be maintained and kept, in a good state of repair the Demised Premises, all systems therein and the Leasehold Improvements, and promptly make all replacements (as opposed to needed repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsreplacements, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systemsstructure, mechanicalfoundations, electricalroof or roof membrane;
(ii) keep the Demised Premises in a well painted, life safety clean and plumbing systemstidy condition, elevatorsand not permit wastepaper, garbage, ashes, waste or objectionable material to accumulate thereon or in or about the fire alarm systems Demised Premises, other than in areas designated by the Landlord;
(iii) repair all damage in the Demised Premises resulting from any misuse, excessive use or installation, alteration, or removal of Leasehold Improvements, fixtures, furnishings or equipment;
(iv) maintain and keep the sidewalks, parking areas, driveways and landscaping in a good state of repair, and in a clean and tidy condition. With respect to the sidewalks, parking areas and driveways such state shall include without limitation, keeping same free from accumulation of dirt, rubbish, snow and ice. With respect to parking areas and driveways, such state shall also include repaving and restriping from time to time. With respect to landscaping, such state shall include without limitation landscaping in such condition as a careful owner would do including the replacement of lawn and landscaping where the Tenant has failed to care for such lawn and landscaping as a careful owner would do; and
(v) at the expiration or sooner determination of the Parking AreaTerm, unless peaceably surrender and yield up unto the need for any such replacement is Landlord the Demised Premises in good and substantial repair and condition.
(b) The obligations of the Tenant in paragraph (a) above are subject to the following exceptions: (i) injury caused by the negligence or resulting from any Gross Negligence or willful misconduct of Tenant or the Landlord, its agentsservants, employees, contractors or contractorsthose for whom the Landlord is in law responsible (other than Tenant Parties); and (ii) the provisions of Article 10 hereof.
(c) The Landlord may, subject to compliance with the Tenant’s reasonable security and health and safety requirements and, subject to all Gaming Authority Requirements, enter the Demised Premises accompanied by a representative of the Tenant during business hours upon reasonable prior Notice to view the state of repair and condition thereof and the Tenant shall promptly perform according to the Landlord’s Notice any maintenance, repairs or breach replacements in accordance with the Tenant’s obligations hereunder. The Tenant shall be responsible for the reasonable costs of such inspection and any required re-inspections to confirm the Tenant’s compliance.
(d) If the Tenant fails to maintain, repair or replace as provided herein within thirty (30) days of receipt of the Landlord’s Notice in respect of such maintenance, repair or replacement, the Landlord has the right, but not the obligation, to do so, and all reasonable out-of-pocket costs and expenses incurred by the Landlord plus an administrative fee of fifteen (15%) percent of such reasonable costs and expenses shall be payable by the Tenant forthwith after Notice as Additional Rent.
(e) The obligations of the Tenant with respect to the capital repair and/or replacement in respect of the Demised Premises during the last twenty-four (24) months of the Term shall be limited to those set out in Article 9, Article 10 and this Section 6.1(e). To the extent that capital replacements or repairs, the cost of which are reasonably expected to exceed [One Million Dollars ($1,000,000)][NTD: $1,000,000 in the case of Starlight, $1,500,000 in the case of Cascades, and $2,500,000 in the case of Grand Villa], should need to be made to the Demised Premises during the last twenty-four (24) months of the Term in order to maintain the Demised Premises in accordance with the Building Standards, Tenant may elect, by Notice to Landlord (a “Capital Repair Notice”), not to make such capital repair or replacement, and, subject to Article 9 and Article 10 hereof and the other provisions of this Lease by TenantSection 6.1(e), the same shall not constitute a default hereunder. For the sake of clarity, to the extent that capital replacements or repairs, the cost of which are reasonably expected not to exceed [One Million Dollars ($1,000,000)][NTD: $1,000,000 in the case of Starlight, $1,500,000 in the case of Cascades, and $2,500,000 in the case of Grand Villa], should need to be made to the Demised Premises during the last twenty-four (24) months of the Term in order to maintain the Demised Premises in accordance with the Building Standards, Tenant shall make such capital replacements or repairs at its sole cost. Upon receipt of such a Capital Repair Notice, Landlord may elect (but shall be under no obligation) to make such capital replacement or repair at its expense, in which event Tenant will bear the cost of such repairs shall cooperate with Landlord to the extent as provided in this Lease. In no event will permit Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to do so, or Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service may elect (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage do so) to any area which have Tenant perform such capital repairs or replacements at Landlord’s expense. If Landlord has notified makes such capital repairs or replacements, or pays to have Tenant in writing that it intends do so as aforesaid, then, the reasonable cost to refurbish or remove in connection with renovation finance same shall be amortized over the useful life of the Project improvements and the Tenant shall pay, as Additional Rent, the portion of such amortized amount attributable to the remaining Term of the Lease, in monthly installments. Notwithstanding the foregoing to the contrary, in all events Tenant shall be responsible for re-letting. This (and shall pay for):
(i) repairs or replacements caused by perils which the Tenant is required to insure against pursuant to the provisions of Section shall not apply 9.1 hereof or otherwise insures against;
(ii) repairs or replacements attributable to defects in the case original design or construction of damage the Tenant’s work described in Section 7.1 hereof;
(iii) repairs or destruction replacements caused by fire work performed by or other casualty on behalf of the Tenant;
(iv) repairs or replacements caused by the acts, omissions or negligence of the Tenant or Tenant Parties or by its or their misuse of the Demised Premises or parts thereof;
(v) repairs or replacements caused by the failure of the Tenant to complete any maintenance or repairs which the Tenant is required to perform under the terms of this Lease; and
(vi) repairs or replacements which are covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect warranty assigned to the items installed Tenant or that would be covered by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents a warranty were it not for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary acts or omissions of Landlord’s construction contract with its general contractorthe Tenant.
Appears in 2 contracts
Sources: Agreement of Purchase and Sale (GTWY Holdings LTD), Agreement of Purchase and Sale (Gateway Casinos & Entertainment LTD)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, including roofing and covering materials; foundations; exterior walls; plumbing; fire sprinkler systems (if any); heating, ventilating, air conditioning systems; elevators; and electrical systems installed or furnished by Landlord.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, except for (i) ordinary wear and tear, and (ii) repairs required to be made by Landlord; and shall, at Landlord’s request and Tenant’s sole cost and expense, will promptly make remove all replacements (as opposed to repairs telephone and maintenance) of capital items serving data systems, wiring and equipment from the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsPremises, including, but not limited and repair any damage to the roofPremises caused thereby. Landlord shall have no obligation to alter, foundation and structural elements of remodel, improve, repair, decorate or paint the BuildingsPremises or any part thereof, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need other than as described in Exhibit B.
18.3. Landlord shall not be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such replacement has been delivered work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by Tenant to proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. Landlord shall, as an Operating Expense, contract with a third-party service provider for Building standard janitorial services to the Premises, which services shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for provided five (5) consecutive business daysnights per week, excluding holidays recognized as such by the federal government and/or the Commonwealth of Massachusetts. Building standard janitorial services shall not include any additional cleaning services such as refrigerator cleaning, microwave cleaning, dish cleaning and so long as carpet cleaning.
18.6. This Article relates to repairs and maintenance arising in the correction ordinary course of operation of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to Building and the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsProject. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.7. Costs incurred by Landlord (or whether such item is not pursuant to this Article shall constitute Operating Expenses. Notwithstanding anything to the contrary in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, in the event that Landlord provides a service or services to Tenant will surrender and deliver or the Premises that are exclusive to Tenant or the Premises (excluding janitorial costs pursuant to Section 18.5, which shall be included in Operating Expenses), then Tenant shall pay to Landlord (as Additional Rent outside of Operating; Expenses within thirty (30) days of receiving an invoice from Landlord therefor) the amount of any costs incurred by Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either providing such service or services plus an insurable casualty or any cause not required additional administrative charge equal to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation five percent (5%) of the Project for re-letting. This Section shall not apply in the case cost of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorsuch services.
Appears in 2 contracts
Repairs and Maintenance. LandlordExcept as otherwise set forth in this Lease, ----------------------- Lessee shall, at its Lessee's sole cost and expense, will promptly make all replacements (as opposed to repairs maintain the Premises and maintenance) of capital items serving the Project adjacent areas in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsgood, including, but not limited clean and safe condition and repair to the roof, foundation and structural elements satisfaction of the BuildingsLessor any damage caused by Lessee or its employees, agents, invitees, licensees or contractors. Without limiting the HVAC systemgenerality of the foregoing, major elevator components and the main equipment except as otherwise set forth in this Lease, Lessee shall be solely responsible for maintaining and systems providing services repairing all plumbing, electrical wiring and equipment, lighting and interior wall, to the Project including without limitation, extent such are within the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving perimeter walls of the Parking AreaBuilding. Lessor may repair the heating, unless ventilation and air conditioning systems servicing the need for any such replacement is caused Building as deemed necessary by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear Lessor and Lessee shall pay the cost of such repairs repairs. Notwithstanding anything to the extent as provided in this Lease. In no event will Landlord contrary contained herein, any capital improvements mandated by law shall be liable to Tenant for failure to make any required replacement unless written notice prorated over the life of the need for such replacement has been delivered improvement, as determined by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveGAAP, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office marketprorated over Lessee's remaining Lease term. Except for repairs rendered necessary by the specific capital items to be replaced by Landlord as described above negligence of Lessee, its agents, customers, employees and the items warranted by Landlord as described above invitees, TenantLessor agrees, at its Lessor's sole cost and expense, will to keep in good repair the structural portions of the roof, foundations and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment exterior walls of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord (exclusive of glass and exterior doors) and underground utility and sewer pipes outside the exterior walls of the Building. Lessor agrees that repair costs of the roof membrane in a similar condition in which they existed at the commencement excess of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant one thousand five hundred dollars ($1,500) per year shall be obligated to at Lessor's cost and expense. Except for normal maintenance and repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section items outlined above, Lessee shall not apply in the case have no right of damage access to or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant install any device on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To roof of the extent possible, Landlord will assign to Tenant Building nor make any penetrations of the benefit roof of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding Building without the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary express prior written consent of Landlord’s construction contract with its general contractorLessor.
Appears in 2 contracts
Sources: Lease Agreement (Jetfax Inc), Lease Agreement (Jetfax Inc)
Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) shall be responsible for the repair, maintenance and, if necessary, replacement of capital items serving the Project in a manner consistent with structural elements, the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roofroof structure, foundation and the structural elements integrity of floor slabs of Building 1, provided that Tenant shall pay for the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services cost of any such repairs to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused extent occasioned by the negligence negligent act, omission or willful misconduct of Tenant or Tenant, its agents, employees, invitees, licensees or contractors, or breach by the construction of this Lease Tenant Improvements by Tenant, but only to the extent such cost is in which event excess of any proceeds received by Landlord from the insurance for Building 1 maintained by Landlord pursuant to Section 14.2.
9.2 Subject to reimbursement by Tenant will bear as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the cost roof covering and the exterior surfaces of the exterior walls and window frames of Building 1 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 1, all Shared Areas (as defined in the Declaration) for the use of Parcel 1 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 1. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord.
9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved occasioned by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord negligent act or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement omission or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.willful
Appears in 2 contracts
Sources: Lease Agreement (Formfactor Inc), Lease Agreement (Formfactor Inc)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, including roofing and covering materials; foundations; exterior walls; plumbing; fire sprinkler systems (if any); heating, ventilating, air conditioning systems; elevators; and electrical systems installed or furnished by Landlord in good condition and repair.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear excepted; and shall, at Landlord’s request and Tenant’s sole cost and expense, will promptly make remove all replacements (as opposed to repairs telephone and maintenance) of capital items serving data systems, wiring and equipment from the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsPremises, including, but not limited and repair any damage to the roofPremises caused thereby. Landlord shall have no obligation to alter, foundation and structural elements of remodel, improve, repair, decorate or paint the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need Premises or any part thereof.
18.3. Landlord shall not be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. Provided Landlord uses commercially reasonable efforts to minimize interference with Tenant’s use, if any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such replacement has been delivered work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by Tenant to proper foundations, without any claim for damages or liability against Landlord and Landlord shall fail without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Article relates to make such replacement within a reasonable period after receipt repairs and maintenance arising in the ordinary course of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion operation of the Premises untenantable for five (5) consecutive business days, Building and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsProject. In the event of a dispute between Landlord and Tenant as casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Subject to whether a particular item is a capital replacement to be made Section 9.1(c), costs incurred by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice pursuant to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant this Article shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorconstitute Operating Expenses.
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Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) shall be responsible for the repair, maintenance and, if necessary, replacement of capital items serving the Project in a manner consistent with structural elements, the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roofroof structure, foundation and the structural elements integrity of floor slabs of Building 2, provided that Tenant shall pay for the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services cost of any such repairs to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused extent occasioned by the negligence negligent act, omission or willful misconduct of Tenant or Tenant, its agents, employees, invitees, licensees or contractors, or breach by the construction of this Lease Tenant Improvements by Tenant, but only to the extent such cost is in which event excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2.
9.2 Subject to reimbursement by Tenant will bear as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the cost roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord.
9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved occasioned by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord negligent act or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement omission or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.willful
Appears in 2 contracts
Sources: Lease Agreement (Formfactor Inc), Lease Agreement (Formfactor Inc)
Repairs and Maintenance. Landlord(a) Tenant shall, at its Tenant’s sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving maintain the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsinterior, including, but not limited to the roof, foundation and non-structural elements portions of the BuildingsPremises in good, clean and safe condition and repair. Without limiting the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving generality of the Parking Areaforegoing, unless Tenant shall be solely responsible for maintaining and repairing all fixtures, electrical lighting, ceilings and floor coverings, windows, doors, plate glass, skylights, and interior walls within the need Premises. In addition, Tenant shall be responsible for any such replacement is caused all repairs made necessary by the negligence or willful misconduct of Tenant or Tenant, its employees, agents, employeescontractors or invitees. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or contractors, or breach of this Lease by Tenant, in which event Tenant will bear paint the cost of such repairs to the extent Premises except as provided specifically set forth in this Lease. In Notwithstanding anything to the contrary in this Lease, under no event will Landlord be liable to circumstances shall Tenant for failure to make any required replacement unless written notice repairs to the structural portions of the need for Building, unless such replacement has been delivered repairs are previously approved in writing by Tenant to Landlord and Landlord, in Landlord’s sole discretion.
(b) Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, be responsible for repairing and such failure causes maintaining the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion portions of the Premises untenantable for five (5) consecutive business daysexterior to the Building, and so long as the correction structural portions of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above Building and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project Premises (including, without limitation, all furniturethe exterior walls and the foundations of the Building), trade fixtures elevators, the roof and equipment of Tenant, all areas devoted sidewalks (including the sidewalks adjacent to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chasesthe Premises) in a cleangood, attractive clean and safe condition and repair. Landlord shall also maintain and repair all landscaping, driveways, parking lots, the underground garage, fences, signs, sidewalks and the Common Areas of the Building, if any, in a manner consistent with such condition. Landlord shall be responsible for maintaining and repairing, in good, clean and safe condition and repair, all Building operating systems including, without limitation, the standards prevailing from time plumbing, heating, electrical, fire life safety, sewer and air conditioning and ventilation systems. The foregoing obligations of Landlord contained in this Section 13(b) are collectively referred to time in Comparable Class Buildings, as “Landlord’s Repairs” and shall be included as Operating Expenses except as to reasonable wear and tearotherwise provided in Section 7(c). Upon expiration or earlier termination of Except as otherwise provided in this Lease, Tenant will surrender and deliver the Premises Landlord shall have no liability to Landlord in a similar condition in which they existed at the commencement of Tenant, nor shall Tenant’s obligations under this Lease excepting reasonable wear and tear and damage be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from either an insurable casualty Landlord making any repairs which Landlord is required or permitted by this Lease or by any cause not other tenants’ lease or required by law to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred make in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation portion of the Project for re-letting. This Section Premises; provided, however, that Landlord shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause minimize any interference with Tenant’s business at the Premises. If Landlord or Tenant fails to maintain the Premises in good order, condition and repair, Landlord and Tenant, as the case may be, shall give the responsible party thirty (30) days written notice to do such acts as are reasonably required to so maintain the Premises. If the responsible party fails to promptly commence such work within such time period and diligently prosecute it to completion, then the other party shall have the right to do such acts and expend such funds at the expense of the responsible party as are reasonably required to perform such work. Any amount so expended by the other party shall be a third paid by the responsible party beneficiary promptly after demand with interest at the “Reference Rate” (formerly, “Prime Rate”) then being charged by the San Francisco main office of Landlord’s construction contract with its general contractorBank of America NT & SA plus two percent (2%) per annum, from the date of such work, but not to exceed the maximum amount then allowed by law.
Appears in 2 contracts
Sources: Net Lease Agreement (Confluent, Inc.), Net Lease Agreement (Confluent, Inc.)
Repairs and Maintenance. Landlord, at its sole cost and expense, will promptly make all replacements (Except as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as otherwise provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above Article, Tenant, at its sole cost and expense, will repair shall maintain each of the Demised Properties and maintain each part thereof, structural and non-structural, in good order, condition and repair, including all areas outside of any buildings (including all sidewalks, driveways, landscaping, trash enclosures, and replace if necessarytrash compacting and loading areas on the Demised Properties), and including any roof on any buildings, in a neat and clean condition, and ensuring that debris from the operation of each convenience food store and/or retail automobile fuel station or other Permitted Use on the Demised Properties is cleaned and removed on a regular basis) and, subject to the Project (includingterms and conditions of Article 6, without shall make any necessary Repairs thereto, interior and exterior, whether extraordinary, foreseen or unforeseen, but subject to Article 11 and Article 12. Without limitation, (a) no Repairs shall result in any structural damage to any Demised Properties or any injury to any persons, (b) Tenant shall ensure that the quality of materials and workmanship of any Repairs meets or exceeds the quality of materials and workmanship of the Improvements prior to the need for such Repairs; (c) all furnitureRepairs shall fully comply with applicable Law, trade fixtures the requirements of any covenants, conditions, restrictions or other permitted encumbrances that are of record regarding the applicable Demised Property, and equipment any applicable repair standards and requirements promulgated by Tenant for its (or its subsidiaries’ or Affiliates’ or franchisees’) properties or by Tenant’s franchisor (if applicable). Landlord shall have no duty whatsoever to maintain, replace, upgrade, or repair any portion of Tenantthe Demised Properties, all areas devoted including any structural items, roof or roofing materials, or any aboveground or underground storage tanks, and Tenant hereby expressly waives the right to corridorsmake Repairs at the expense of Landlord, elevator lobbieswhich right may be provided for in any applicable Law now or hereinafter in effect. In addition to Landlord’s rights under Section 15.02, restrooms, mechanical rooms, janitorial closets, electrical if Tenant fails or neglects to commence and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks diligently proceed
1. [***] Indicates material that has been omitted and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent for which confidential treatment has been requested. All such omitted material has been filed with the standards prevailing Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. with all Repairs or fulfill its other obligations as set forth above within thirty (30) days after receipt of written notice of the need therefor from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenantother Person describing the applicable Repair or other obligation, then Landlord or its agents may enter the Demised Properties for the purpose of making such Repairs or fulfilling those obligations. Tenant shall be obligated pay to repair any damage Landlord all costs and expenses incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit a consequence of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of such Landlord’s construction contract with its general contractoractions.
Appears in 2 contracts
Sources: Master Land and Building Lease (Getty Realty Corp /Md/), Master Land and Building Lease (Getty Realty Corp /Md/)
Repairs and Maintenance. LandlordThe Lessee shall maintain the leased premises in a good state of repair and be responsible for the costs of maintenance and repairs. He will, at its sole cost among other things, be responsible for the repair and, if necessary, replacement of the locks of the doors, windows, hinges and expensehandles, taps, interior paint work, flooring and the like. All private drainage systems and pipes need to be maintained and cleaned and in such a state that no blockage is possible. He will maintain the water pipes and the central heating (as far as these are private, otherwise through the maintenance contract) and, when necessary, protect them from frost. The Lessor or manager of the building can close maintenance contracts for this purpose on the behalf of the Lessee. All defects, damage, and the like are presumed to have arisen after the effective date of this lease agreement, with the exception of those listed in the delivery report, and are to be borne by the Lessee. Only the hidden defects of the leased premises that impede the use thereof and that are reported within twelve months after the signing of the contract to the Lessor shall be borne by the Lessor. It is agreed that only major and structural repair work, in accordance with Section 606 Civil Code, will promptly make all replacements (be borne by the Lessor, as opposed far as they are not caused by the failure of the repairs or errors of the Lessee. The Lessee must immediately report to the Lessor by registered letter which obligations he believes the Lessor should have to fulfil. The damage or inconvenience sustained by failing to recognize this notification requirement will be borne by the Lessee. The Lessee will tolerate any repairs or renovations performed by the Lessor to fulfil his obligations regarding major repairs, as defined, and maintenance) this without any right to compensation or reduction of capital items serving the Project rental price. However, if the works result in a manner consistent with permanent unavailability of more than fourteen days and of at least 20% of the standards prevailing from time to time for Comparable Class Buildingsleased premises, including, but not limited then the Lessee and the Lessor will hold consultations regarding a rent reduction. The Lessee will always grant access to the roofLessor or his representative to all leased premises, foundation and structural elements in order to carry out the necessary inspections and/or to be able to perform repairs, or to verify the state of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing leased premises. The Lessor shall not be liable for any interruption of services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving or utilities of the Parking Areabuilding or the consequences thereof, unless the need for any such replacement interruption is caused by the negligence his willful misconduct, fraud or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs gross negligence. The Lessor can give notice to the extent as provided in Lessee by registered mail, demanding that he carries out the necessary repair work and to end this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) thirty days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital itemssending this letter. The losing party shall bear Lessor has no task of supervision or control over the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above repairs and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) like that the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorLessee must perform.
Appears in 2 contracts
Sources: Office Space Lease Agreement (Galapagos Nv), Office Space Lease Agreement (Galapagos Nv)
Repairs and Maintenance. LandlordTenant’s repair and maintenance obligations include, at its sole cost without limitation, repairs to and expense, will promptly make all replacements maintenance of (as opposed to repairs and maintenancea) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the BuildingsBuilding; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the HVAC systemBuilding and Premises in general; (c) the lawn, major elevator components walkways and parking areas Commercial Lease Agreement Video Display Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Road, Tucker, Georgia 6 of the main equipment Premises; (d) the Easement Areas; (e) interior and systems providing services to exterior walls and doors of the Project including Building; (f) interior and exterior windows; (g) any elevators serving the Building; (h) floor covering, interior partitions, kitchens, bathrooms and restrooms (including, without limitation, the Project-wide sprinkler systemshot water heaters and similar facilities, mechanicalsystems and/or equipment); (i) electronic, electricalfiber, life safety phone and plumbing systemsdata cabling, elevatorswiring and related equipment (collectively, the fire alarm systems “Cable”); (j) supplemental air conditioning units; and repaving of the Parking Area(k) Alterations, unless the need for including, without limitation, any such replacement is caused by the negligence or willful misconduct of Initial Alterations. If Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such fails to make any repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant Premises for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within more than fifteen (15) days after Tenant’s notice to from Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day periodalthough notice shall not be required in an emergency), Landlord may make the repairs, and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each reasonable cost of the engineers shall be disinterested engineersrepairs, together with substantial experience an administrative charge in the Miami-Dade County commercial real estate office market. Except for the specific capital items an amount equal to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain fifteen percent (and replace if necessary15%) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in cost of the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply)repairs. To the extent possibleLandlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord will assign to Tenant for the benefit cost of any manufacturer’s warranties and guaranties with respect repairing damage to the items installed Building caused by Landlord but Tenant’s failure to be maintained maintain the insurance coverage required by this Lease and/or caused the acts of Tenant, Tenant regarding Related Parties (as hereinafter defined) and their respective contractors and vendors, together with an administrative charge in an amount equal to fifteen percent (15%) of the Project. Landlord will obtain cost of the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorrepairs.
Appears in 2 contracts
Sources: Commercial Lease Agreement, Commercial Lease Agreement (Video Display Corp)
Repairs and Maintenance. Landlord15.01 Tenant shall take good care of the Demised Premises. Tenant, at its sole cost and expense, will shall promptly make all replacements repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building, as shall be required by reason of (as opposed to repairs and maintenancei) the performance or existence of capital items serving Tenant’s Work or Tenant’s Changes, (ii) the Project installation, use or operation of Tenant’s Property in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsDemised Premises, including, but not limited to (iii) the roof, foundation and structural elements moving of Tenant’s Property in or out of the BuildingsBuilding, or (iv) the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence misuse or willful misconduct neglect of Tenant or any of its agents, employees, agents or contractors, or breach of this Lease by Tenant, in which event ; but Tenant will bear the cost shall not be responsible for any of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any are required replacement unless written notice by reason of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement neglect or other fault in the manner of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in performing any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance Work or Tenant’s Changes which may be undertaken by Landlord for Tenant’s account or are otherwise required by reason of capital items)neglect or other fault of Landlord or its employees, which dispute is not resolved agents or contractors. Except if required by the parties within fifteen (15) days after Tenant’s notice to Landlord neglect or other fault of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agreeits employees, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement agents or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above contractors, Tenant, at its sole cost and expense, will shall replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and, for the repair and maintenance of all lighting fixtures therein.
15.02 Landlord, at its expense, shall keep and maintain (the Building and replace if necessary) its fixtures, appurtenances, systems and facilities serving the Project (includingDemised Premises, without limitationin good working order, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed in a manner consistent with or about the standards prevailing from time to time in Comparable Class BuildingsDemised Premises, except as for those repairs for which Tenant is responsible pursuant to reasonable wear and tear. Upon expiration or earlier termination any other provisions of this Leaselease.
15.03 Except as expressly otherwise provided in this lease, Landlord shall have no liability to Tenant will surrender and deliver the Premises by reason of any inconvenience, annoyance, interruption or injury to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage business arising from either an insurable casualty Landlord’s making any repairs or changes which Landlord is required or permitted by this lease, or required by law, to make in or to any cause not required portion of the Building or the Demised Premises, or in or to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniturethe fixtures, equipment or other personal property by Tenant appurtenances of the Building or its agents, representatives or employeesthe Demised Premises, provided that Landlord shall use due diligence with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant shall and otherwise in such manner as will not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection materially interfere with renovation Tenant’s use of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Demised Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 2 contracts
Sources: Lease Agreement (Angion Biomedica Corp.), Lease (Angion Biomedica Corp.)
Repairs and Maintenance. 16.1 Subject to Landlord’s obligations set forth in Section 16.2 below, at its sole cost Tenant shall keep and expenseservice, will promptly make repair and maintain the Premises in good condition, including the interior and exterior of the Leased Premises, all electrical, heating, air-conditioning equipment, plumbing, sprinkler system, wiring, piping, fixtures, doors, glass, floor covering, parking lot, fixtures, doors, glass, windows, lighting, snowplowing of driveways, signs, landscaping, equipment and appurtenances and any other repairs or replacements (as opposed necessary to repairs maintain and maintenance) operate the Premises. Tenant shall supply janitorial services to the Leased Premises. Tenant shall be responsible for the maintenance of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, parking lot including, but not limited to, patching, general cleaning or sweeping, and sealing and striping the parking lot and driveways. Notwithstanding the provisions of paragraph 5 above, in the event that Tenant replaces any major capital improvement in the Building and the useful life of the improvement is greater than the then remaining term of the Lease, including any extensions, Tenant shall have the additional option, exercisable by written notice to Landlord not more than thirty (30) days after the completion of the improvement in question, to extend the term of this Lease for a period equal to the roof, foundation and structural elements useful life of the Buildingsimprovement. For this purpose, the HVAC systemuseful life of an improvement shall be determined by an independent engineer or architect with experience in similar work who is selected by the mutual agreement of Landlord and Tenant and if they are unable to agree, by arbitration in accordance with Section 33 below. A “major elevator components capital improvement” shall mean an item (or a series of similar items) requiring an expenditure of greater than $50,000.00, which is properly accounted for as a capital item, and shall include such things as the main equipment and systems providing services to the Project including without limitationreplacement of furnaces, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systemsair conditioning units, elevators, the fire alarm systems and repaving of the Parking Arearoof, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employeeswindows, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will parking lots.
16.2 Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenantshall, at its sole cost expense without reimbursement, maintain, repair and replace all of the roof and structural components of the building (including the foundation, those portions of the exterior walls necessary for the structural integrity of the building, interior load bearing walls, joist, beams and other elements generally affecting the structural integrity of the building, but excluding doors, door frames, windows and window frames and the interior and exterior surfaces of walls) of the Premises (collectively, the “Structure”), in good condition and, to that end, shall make, at its expense, will all replacements and repairs, to keep the Structure of the Premises in good and safe repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcondition.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, including roofing and covering materials; foundations; exterior walls; and electrical systems installed or furnished by Landlord. Landlord shall also maintain a flood mitigation system to facilitate drainage in the parking facilities located in the Common Area.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall hire, at Tenant’s sole cost and expense, will promptly make all replacements (as opposed a) a licensed heating, ventilating and air conditioning contractor to repairs regularly and maintenanceperiodically (not less frequently than every three (3) of capital items serving months) inspect and perform required maintenance on the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsheating, including, but not limited to the roof, foundation ventilating and structural elements of the Buildings, the HVAC system, major elevator components and the main air conditioning equipment and systems providing services serving the Premises, and (b) a licensed fire sprinkler contractor to regularly and periodically (not less frequently than every three (3) months) inspect and perform required maintenance on the fire sprinkler equipment and systems serving the Premises. Alternatively, Landlord may, at its election, contract in its own name for such regular and periodic inspections of and maintenance on such heating, ventilating and air conditioning equipment and systems and charge to Tenant, as Additional Rent, the cost thereof. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear excepted and with the Tenant Improvements in substantially the same condition as existed on the Term Commencement Date (subject to ordinary wear and tear); and shall, at Landlord’s request and Tenant’s sole cost and expense, remove all telephone and data systems, wiring and equipment from the Premises, and repair any damage to the Project including without limitationPremises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Project-wide sprinkler systemsPremises or any part thereof, mechanical, electrical, life safety other than pursuant to the terms and plumbing systems, elevators, the fire alarm systems and repaving provisions of the Parking Area, unless the need Work Letter.
18.3. Landlord shall not be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need for of such replacement has been delivered by repairs or maintenance. In the event that Tenant to notifies Landlord and that the flood mitigation system at the Project needs improvements or repairs, Landlord shall fail use commercially reasonable efforts to make such replacement prevent flooding at the Project within a reasonable period of time after receipt of receiving such noticenotification. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If Landlord fails any excavation shall be made upon land adjacent to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveunder the Building, and such failure causes the Project or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without an essential building service (such as electricity any claim for damages or HVAC but not liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Article relates to include elevators) which renders all or any portion repairs and maintenance arising in the ordinary course of operation of the Premises untenantable for five (5) consecutive business days, Building and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsProject. In the event of a dispute between Landlord and Tenant casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Except as to whether a particular item is a capital replacement to be made otherwise set forth in Section 9.1(c), costs incurred by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice pursuant to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant this Article shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorconstitute Operating Expenses.
Appears in 2 contracts
Sources: Lease (Ambit Biosciences Corp), Lease (Ambit Biosciences Corp)
Repairs and Maintenance. Landlord(a) Landlord shall maintain in good order and repair, at its sole cost subject to normal wear and expensetear and subject to casualty and condemnation, will promptly make all replacements the Building (as opposed excluding the Demised Premises and other portions of the Building leased to repairs other tenants), the Building parking facilities, the public areas and maintenance) of capital items serving the Project landscaped areas. Such maintenance shall be in a manner consistent with the standards prevailing from time comparable to time for Comparable Class Buildingsother buildings in Wildwood Office Park and shall include, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems"Maintenance Services", mechanical, electrical, life safety and plumbing systems, elevatorsas defined below. Notwithstanding the foregoing obligation, the fire alarm systems and repaving cost of any repairs or maintenance to the Parking Area, unless the need for any such replacement is caused foregoing necessitated by the intentional acts or negligence or willful misconduct of Tenant or its agents, contractors, employees, invitees, licensees, tenants or contractorsassigns, or breach of this Lease shall be borne solely by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord and shall be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered deemed Rent hereunder and shall be reimbursed by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice demand. Landlord shall not be required to Landlord make any repairs or improvements to the Demised Premises except structural repairs necessary for safety and tenantability and material repairs necessitated by damage caused by Landlord, its agents or employees acting within the scope of their agency or employment. The term Maintenance Services shall include (i) maintaining the exterior walls, exterior windows, exterior doors and roof of the Tenant’s request for such replacementBuilding, thencommon areas, within ten public corridors, stairs, elevators, storage rooms, restrooms, the heating, ventilating and air conditioning systems, electrical and plumbing systems of the Building, the walks, paving and landscaping surrounding the Building, (10ii) days after grounds care, including, but not limited to, the expiration sweeping of such fifteen (15) day period, Landlord walks and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair parking areas and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agreelandscaping in an attractive manner, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement illumination, snow removal, deicing and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitationlawn care, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time grounds care of Wildwood Office Park, (iii) general maintenance, including supervision, inspections and management functions as typically carried out in Comparable Class BuildingsWildwood Office Park, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender (iv) extermination and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents pest control services for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.Building (and common areas herein) and
Appears in 2 contracts
Sources: Lease Agreement (TSW International Inc), Lease Agreement (Indus International)
Repairs and Maintenance. Landlord, 14.01. Landlord shall at its sole cost and expense, will promptly make all replacements (as opposed to repairs maintain the Building in good repair and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingscondition, including, including but not limited to the maintenance and repair of the roof, foundation foundation, air conditioning, heating, plumbing and electrical systems and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event components. Tenant will bear not in any manner deface or injure the Building, and will pay the cost of such repairs repairing any damage or injury done to the extent as provided in this LeaseBuilding or any part thereof by Tenant or Tenant’s agents, employees or invitees. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice shall take good care of the need for such replacement has been delivered Premises and keep the Premises free from waste and nuisance of any kind. Tenant shall keep the Premises, including all fixtures installed by Tenant and any plate glass and special store fronts, in good condition, reasonable wear and tear and damage caused by casualty excepted, and make all necessary non-structural repairs except those caused by fire, casualty or acts of God covered by Landlord’s fire insurance policy covering the Building. The performance by Tenant of its obligations to maintain and make repairs shall be conducted only by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed), it being understood that Tenant shall procure and maintain and shall cause contractors and subcontractors engaged by or on behalf of Tenant to procure and maintain insurance coverage against such risks, and in such amounts as Landlord shall fail may reasonable require and with such companies as landlord may reasonably approve, in connection with any such maintenance and repair. If Tenant fails to make such replacement within a reasonable period repairs or take steps to have such condition corrected after receipt the occurrence of the damage or injury, Landlord may at its option make such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboverepair, and such failure causes the Project to be without an essential building service Tenant, shall within thirty (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (4530) days in any twelve (12) month periodof request therefor, and so long as pay Landlord for the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineercost thereof. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and end or other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and shall deliver up the Premises to Landlord with all improvements located thereon (except as otherwise herein provided) in a similar condition in which they existed at the commencement of this Lease excepting good repair and condition, reasonable wear and tear and damage arising from either an insurable caused by casualty or any cause not required excepted, and shall deliver to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect all keys to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (Aralez Pharmaceuticals Inc.)
Repairs and Maintenance. Landlord(a) Tenant shall keep the Premises, at its sole cost and expense, will promptly make all replacements including the Leasehold Improvements (as opposed to repairs defined in Section 9(a)), Tenant’s Property (as defined in Section 9(b)), the lighting, walls ceilings, and maintenance) floors of capital items serving the Project in a manner consistent with Premises, the standards prevailing from time to time for Comparable Class Buildingsproperty identified as Tenant’s repair obligation on Exhibit E, including, but not limited and any other equipment which use is dedicated to the roofPremises, foundation neat, clean and structural elements in good order and condition, reasonable wear and tear excepted. Tenant shall give Landlord prompt notice of any damage to or defective condition, of which it becomes aware or reasonably should become aware, in any part or appurtenance of the BuildingsPremises, the HVAC systemLeasehold Improvements, major elevator components and Tenant’s Property, or the main equipment and systems providing services to the Project Building including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety plumbing, heating, ventilating, air conditioning and plumbing systemsother equipment, elevatorsfacilities and systems located within or serving the Building (hereinafter the “Building Systems”). Tenant shall be responsible for all repairs, replacements and alterations in and to the Premises, the fire alarm systems Leasehold Improvements, Tenant’s Property, the lighting, walls ceilings, and repaving floors of the Parking AreaPremises, unless the property identified as Tenant’s repair obligation on Exhibit E, and any other equipment which use is dedicated to the Premises and for all repairs, replacements and alterations in and to the Building and the Building Systems, the need for which arises out of : (i) Tenant’s use or occupancy of the Premises, reasonable wear and tear excepted; (ii) the installation or use of Tenant’s Property in the Premises; (iii) the moving of Tenant’s Property into or out of the Building; or (iv) any such replacement is caused by the negligence other act or willful misconduct omission of Tenant or its agentsTenant’s Representatives; provided, employeeshowever, that such repairs, replacements or contractorsalterations (other than to Tenant’s Property) shall be made by Landlord and Tenant shall pay Landlord within 10 days of demand the cost therefor plus a 10% Surcharge. Landlord may, before commencing any such work or breach at any time thereafter, require Tenant to furnish to Landlord such security in form (including a bond issued by a surety satisfactory to Landlord) and amount as Landlord shall deem reasonably necessary.
(b) Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry.
(c) Tenant shall not install business machines or mechanical equipment which cause unreasonable levels of noise or vibration that may be transmitted to the structure of the Building or that otherwise violate any provision of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent Lease.
(d) Landlord (except as provided in this LeaseSection 7(a)) shall, at Landlord’s expense, repair, replace and maintain the external and structural parts of the Building and the Building Systems and the Common Areas, and shall perform such repairs, replacements and maintenance with reasonable dispatch, in a good and workmanlike manner. In addition, but notwithstanding anything in this Lease to the contrary, Landlord shall be responsible (subject to either Tenant's reimbursement obligations or Landlord's right to include the cost in Operating Expenses), for the maintenance, repair, replacement and alteration of the property identified as Landlord's repair obligation on Exhibit E attached hereto.
(e) Except as provided herein, Landlord shall have no event will Landlord be liable liability to Tenant for failure nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenant’s lease or required by law to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant in or to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysPremises, and so long as the correction of Project, the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to Building or the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this LeaseBuilding Systems. Landlord will consult shall nevertheless use its best efforts to minimize any interference with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience business in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 2 contracts
Sources: Lease (Plures Technologies, Inc./De), Lease (CMSF Corp)
Repairs and Maintenance. Landlord13.01 Tenant shall take good care of the Demised Premises and the fixtures, equipment and appurtenances therein, and shall, at its sole cost and expense, will promptly make all nonstructural repairs or replacements thereto as and when needed to preserve them in good working order and condition (as opposed to repairs unless caused by negligence of Landlord, its agents, employees or contractors (collectively, “Landlord Parties”), except for reasonable wear and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingstear, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, as shall be required by reason of (i) the Project-wide sprinkler systemsperformance or existence of Tenant’s Changes (not to include Landlord’s Work and provided that Landlord notifies Tenant upon plan approval that such Tenant’s Changes will trigger this obligation), mechanical(ii) the installation, electricaluse or operation of Tenant’s Property in the Demised Premises, life safety and plumbing systems, elevators, (iii) the fire alarm systems and repaving moving of Tenant’s Property in or out of the Parking AreaBuilding, unless or (iv) the need for any such replacement is caused by the negligence misuse or willful misconduct neglect of Tenant or any of its agents, employees, agents or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will shall replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintain (maintenance of all lighting fixtures therein. If and replace if necessary) when reasonably necessary Landlord shall be responsible for and shall make all repairs and replacements to the Project (sidewalks adjacent to the Building, subsurface conditions and structural elements of the Building and Building systems.
13.02 Except as expressly otherwise provided in this Lease, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease, or required by law, to make in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or appurtenances of the Building or the Demised Premises, including, without limitation, all furnitureany repairs and/or changes to the Building and/or the Demised Premises for purposes of obtaining the certificate of occupancy for the Building.
13.03 Subject to the provisions of Articles 20 and 21 herein should any action of Landlord prevent Tenant from utilizing at least seventy-five (75%) percent of the Demised Premises for more than five (5) consecutive business days, trade fixtures the Fixed Rent shall ▇▇▇▇▇ until Tenant is able to resume the use at least twenty-five (25%) percent of the Demised Premises. Should Tenant be prevented from utilizing at least seventy-five (75%) percent of the Demised Premises for more than sixty (60) days Tenant shall have the right to terminate this Lease by giving written notice to Landlord no later than seventieth (70th) consecutive days and equipment of Tenantvacating no later than what would the ninetieth (90th) consecutive day, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except TIME BEING OF THE ESSENCE for Tenant as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorboth dates.
Appears in 2 contracts
Sources: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Repairs and Maintenance. Landlord, at its sole cost (a) Except as specifically otherwise provided in Paragraphs (b) and expense, will promptly make all replacements (as opposed to repairs and maintenancec) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above Article, Tenant, at its sole cost and expenseexpense and throughout the Term of this Lease, will repair shall keep and maintain (the Premises in good order and replace if condition, free of accumulation of dirt and rubbish, and shall promptly make all repairs necessary to keep and maintain such good order and condition, whether such repairs are interior or exterior, ordinary or extraordinary, foreseen or unforeseen. Tenant shall not use or permit the use of any portion of the Property for outdoor storage. When used in this Article 8, the term repairs shall include replacements and renewals when necessary) the Project (including, without limitation, all furniture, trade fixtures . All repairs made by Tenant shall 062113 utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises. Tenant shall maintain all systems in the Premises. Tenant shall pay all costs of Tenant, maintenance of all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and systems in the Premises. Notwithstanding the other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination provisions of this Lease, Tenant will surrender and deliver shall not be required to make any capital repairs or capital replacements during the Premises to Landlord in a similar condition in which they existed at final two (2) years of the commencement Lease.
(b) Landlord, throughout the Term of this Lease excepting reasonable wear shall, at its sole cost and tear expense (without pass-through to Tenant) make all necessary repairs to the roof, floor slab, footings and damage arising from either foundations and the structural steel columns and girders forming a part of the Premises, provided, however, that Landlord shall have no responsibility to make any repair unless and until Landlord receives written notice of the need for such repair. Tenant shall not be required to pay for the cost of all repairs to be performed by Landlord pursuant to this Paragraph (b) as an insurable casualty Operating Expense in accordance with Article 10 or otherwise unless such repair is made necessary because of Tenant’s wrongful or negligent acts or omissions or acts and omissions not intended in the design and engineering of the Building.
(c) Landlord, throughout the Term of this Lease, shall make all necessary repairs to the walls, exterior portions of the Premises and the Building, utility lines, plumbing lines, waste lines, fire protection systems, water lines and all equipment and other utility facilities in the Building (exclusive of any of the foregoing which is within the Premises and located above the floor slab), and to any driveways, sidewalks, curbs, loading, parking and landscaped areas, and all other exterior improvements and common areas on the Property which serve all of the tenants of the Building (herein collectively the common areas); provided, however, that Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair. Tenant shall pay its proportionate share of the cost of all repairs to be performed by the Landlord pursuant to this Paragraph (c) as an Operating Expense in accordance with Article 10.
(d) Landlord shall keep and maintain all common areas of the Property and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition. Tenant shall pay its proportionate share of the cost of all work to be performed by Landlord pursuant to this Paragraph (d) as an Operating Expense in accordance with Article 10.
(e) Notwithstanding anything herein to the contrary, repairs to the Premises and the Property made necessary by Tenant’s specific use, manner of use or occupancy of the Property or by Tenant’s installations in or upon the Property, or by any act or omission of Tenant or any cause not required to employee, agent, contractor, or invitee of Tenant shall be repaired by made at the sole cost and expense of Tenant. Tenant shall be obligated not bear the expense of any repairs to repair the Premises or the Property arising out of or caused by any damage incurred other tenant’s use, manner of use or occupancy of the Property or by any other tenant’s installations in connection with or upon the Property, or by any removal act or omission of any other tenant or any other tenant’s employees, agents, contractors or invitees.
(f) Tenant, at Tenant’s furniturecost, equipment or other personal property by Tenant or its agentsshall furnish janitorial services to the Premises during the Term of this Lease. Landlord shall furnish janitorial service to the common areas of the Property, representatives or employees, provided that if any. Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation pay its proportionate share of the Project cost of such janitorial services to be furnished by Landlord pursuant to this Paragraph (f) as an Operating Expense in accordance with Article 10.
(g) The time for re-letting. This Section Landlord’s performance of any of its obligations under this Lease shall not apply in be extended for additional periods of time equal to the case of damage or destruction by fire or other casualty which is covered by insurance maintained time lost by Landlord or Tenant on the Project (as Landlord’s agents, contractors, subcontractors or suppliers due to which Section 15 hereof shall apply) strikes or other labor troubles, governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel, labor or materials, war or other national emergency, accidents, floods, defective materials, fire damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possibleor other casualties, Landlord will assign to Tenant the benefit of adverse weather conditions, or any manufacturer’s warranties and guaranties with respect cause similar or dissimilar to the items installed by foregoing beyond the reasonable control of Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of or Landlord’s construction contract with its general contractor.agents, contractors, subcontractors or suppliers. 062113
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (Faro Technologies Inc)
Repairs and Maintenance. 17.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Property, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; common fire sprinkler systems (but excluding sprinkler heads which must be maintained by Tenant); base building HVAC systems (but excluding air handlers exclusively serving the Premises which must be maintained by Tenant); common elevators; and common electrical systems installed or furnished by Landlord.
17.2. Except for services of Landlord, at its sole cost if any, required by Section 17.1 hereof, Tenant will maintain the Premises and expense, will promptly make all replacements the fixtures and improvements therein (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systemsall walls, mechanicaldoors, ceilings and lighting fixtures) and all electrical, life safety plumbing, mechanical and plumbing systems, elevators, HVAC equipment exclusively serving the fire alarm Premises (but excluding all common utilities and common HVAC systems and repaving all electrical, plumbing, mechanical and HVAC equipment serving portions of the Parking AreaBuilding other than the Premises) and all sprinkler heads located in the Premises, will make all repairs and replacements thereto (excluding structural repairs and replacements, unless the need for any such replacement is caused by Tenant’s acts or omissions), whether foreseen or unforeseen, ordinary or extraordinary, so as to keep the negligence or willful misconduct Premises in their current condition and state of Tenant or its agentsrepair, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord reasonable wear and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth abovetear excepted, and such failure causes the Project to be without an essential building service (such as electricity will neither commit nor suffer any active or HVAC but not to include elevators) which renders all permissive waste or any portion of the Premises untenantable for five (5) consecutive business daysinjury thereof, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenshall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant’s responsibilities shall include the expiration maintenance, repair and replacement of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part all of Tenant’s signage (both interior and exterior) and all other facilities and equipment of Tenant located outside of the Premises and all improvements, systems, equipment, and other installations, including, without limitation, all related lines, conduits, pipes, cabling, connections and the like, located outside of the Premises that were installed by Tenant or installed by Landlord for Tenant as part of this Lease. Landlord will maintain any Building standard air handler or Building standard condenser that exclusively serves the Premises (but any specialty equipment, such as Liebert type units and HEPA filtration units, shall remain Tenant’s responsibility) and sprinkler heads located in the Premises, but Tenant shall be solely responsible for the cost thereof as Additional Rent. Tenant’s responsibilities in conjunction therewith shall also include, but not be limited to, the cleaning of window coverings, mini-blinds and shades, the shampooing and re-stretching of carpet, and the regular painting and decorating of the Premises so as to maintain the Premises in a first-class condition and state of repair. All bulbs, tubes and lighting fixtures for the Premises shall be provided and installed by Tenant at Tenant’s cost and expense and must comply with Landlord’s sustainability practices, including any third-party rating system concerning the environmental compliance of the Building or the Premises, as the same may change from time to time. All such repair work and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision any alterations permitted by Landlord shall be final done at Tenant’s sole cost and bindingexpense by persons or contractors selected by Tenant and consented to in writing by Landlord. The losing party shall pay Tenant shall, at Tenant’s expense, but under the fees direction of Landlord, by contractors selected by Tenant and costs of such third engineer. At a minimumconsented to in writing by Landlord, each promptly repair any injury or damage to the Premises or Building caused by the misuse or neglect thereof by Tenant, by Tenant’s contractors, subcontractors, customers, employees, licensees, agents, or invitees permitted or invited (whether by express or implied invitation) on the Premises by Tenant, or by Tenant moving in or out of the engineers Premises. Tenant shall be disinterested engineers, with substantial experience in responsible for all janitorial service and trash removal from the Miami-Dade County commercial real estate office marketPremises. Except for the specific capital items to be replaced by Landlord as described above Tenant covenants and the items warranted by Landlord as described above , Tenantagrees, at its sole cost and expense: (a) to comply with all present and future laws, will repair orders and maintain (regulations of the Federal, State, county, municipal or other governing authorities regarding the collection, sorting, separation, and replace if necessary) the Project (includingrecycling of garbage, without limitationtrash, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks rubbish and other similar facilitiesrefuse (collectively, Building stairs“trash”); (b) to comply with Landlord’s recycling policy as part of Landlord’s sustainability practices where it may be more stringent than applicable law; (c) to sort and separate its trash and recycling into such categories as are provided by law or Landlord’s sustainability practices; (d) that Landlord reserves the right to refuse to collect or accept from Tenant any waste that is not separate and sorted as required by Applicable Laws or Landlord’s sustainability practices, Building elevator shaftsand to require Tenant to arrange for such collection at Tenant’s sole cost and expense, elevator mechanical rooms, fire towers, Building electrical, mechanical utilizing a contractor satisfactory to Landlord; and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases(e) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. that Tenant shall pay all costs, expenses, fines, penalties or damages that may be obligated to repair any damage incurred in connection with any removal imposed on Landlord or Tenant by reason of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant failure to comply with the provisions of this Section.
17.3. Landlord shall not be obligated liable for any failure to repair make any damage repairs or to perform any area which maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation written notice of the Project need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
17.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for re-lettingthe purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
17.5. Landlord shall clean the exterior of the exterior windows of the Building no more than two (2) times per year. Tenant, at Tenant’s sole cost and expense, shall be responsible for the regular cleaning of the interior of the exterior windows and any interior windows consistent with Tenant’s obligations under Section 17.2.
17.6. This Section Article relates to repairs and maintenance arising in the ordinary course of operation of the Building and the Property. In the event of a casualty described in Article 23, Article 23 shall not apply in lieu of this Article. In the case event of damage eminent domain, Article 24 shall apply in lieu of this Article.
17.7. Costs incurred by Landlord pursuant to this Article shall constitute Operating Expenses. Notwithstanding the foregoing, to the extent that the cost of such repairs and maintenance caused by Tenant’s acts, neglect, fault or destruction by fire or other casualty which is covered by omissions exceeds the limits of any insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but required to be maintained by Tenant regarding the Project. pursuant to this Lease but are covered by insurance maintained or required to be maintained by Landlord will obtain the warranties under this Lease, then Landlord shall file a claim for such excess pursuant to Landlord’s insurance and guaranties as may be expressly required in the final approved Construction Documents Tenant shall reimburse Landlord for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary deductible therefor and any increase in premium resulting from such claim within thirty (30) days after receipt of Landlord’s construction contract with its general contractoran invoice therefor.
Appears in 2 contracts
Sources: Lease (Graybug Vision, Inc.), Lease (Graybug Vision, Inc.)
Repairs and Maintenance. LandlordTenant shall, at its expense, throughout the Term, keep, maintain and preserve, in good condition and repair, the Premises and the fixtures and appurtenances therein. Tenant’s obligations hereunder shall include, but not be limited to, the maintenance, repair and replacement, if necessary, of all heating, ventilation, air conditioning (“HVAC”) servicing the Premises, lighting and plumbing fixtures and equipment, fixtures, motors and machinery, all interior walls, partitions, doors and windows, including the regular painting thereof, all exterior entrances, windows, doors and docks and the replacement of all broken glass. Throughout the Term, Tenant shall maintain, at its own expense, an HVAC maintenance contract that is reasonably acceptable to Landlord. Notwithstanding anything herein to the contrary, in the event that any HVAC unit(s) or any major component of the HVAC unit(s) (i.e., the air-handler, compressor, coil or condenser) serving the Premises requires replacement (rather than repair), as reasonably determined by Landlord, during the Term of the Lease, then Landlord, not Tenant, shall replace the HVAC unit(s) or applicable component of any such HVAC unit(s) at Landlord’s sole cost and expense; provided, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving however, that in the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for event any such replacement is caused by necessary due to (a) the negligence or willful misconduct of Tenant or its agents, employeesthe Tenant’s Parties, or contractors, or breach of this Lease by (b) Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for ’s failure to make any required replacement unless written notice of repair and maintain the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement HVAC unit(s) or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion misuse of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then by Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request Parties, then Tenant, and not Landlord, shall be solely responsible for the total cost of any such replacementreplacement of the applicable HVAC unit(s) or major component thereof and Tenant shall pay such amount to Landlord, thenas Additional Rent under the Lease, within ten (10) days after the expiration delivery to Tenant of written demand, together with supporting invoices, therefor. Landlord shall repair, replace and restore the Common Areas and the foundation, exterior and interior load-bearing walls, roof structure and roof covering and tuckpointing of the Building and the cost of all such fifteen (15) day periodmatters performed by Landlord shall constitute Operating Expenses. Notwithstanding any of the foregoing, however, from time to time during the Term, Landlord and Tenant shall each select an independent disinterested engineermay elect, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of its sole discretion following Tenant’s repair and maintenance failure to cure following delivery of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items written notice to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment to perform on behalf of Tenant, all areas devoted or some portion of the repairs, maintenance, restoration and replacement in and to corridorsthe Premises required to be performed by Tenant under this Lease (any such repairs, elevator lobbiesmaintenance, restroomsrestoration and/or replacement activities that Landlord elects to perform on behalf of Tenant are herein collectively referred to as “General Maintenance Services”). Tenant shall reimburse Landlord for the cost or value of all General Maintenance Services provided by Landlord as Additional Rent. Unless and until Landlord affirmatively elects to provide General Maintenance Services, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time nothing contained herein shall be construed to time in Comparable Class Buildingsobligate Landlord to perform any General Maintenance Services or, except as otherwise expressly provided in this Section 14, to reasonable wear and tear. Upon expiration repair, maintain, restore or earlier termination replace any portion of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts may from time to cause Tenant time, in its sole discretion, (a) reduce or expand the scope of the General Maintenance Services that Landlord has elected to be a third party beneficiary provide or (b) revoke its election to provide any or all of Landlord’s construction contract with its general contractorthe General Maintenance Services.
Appears in 2 contracts
Sources: Short Form Industrial Building Lease, Industrial Building Lease (Birks Group Inc.)
Repairs and Maintenance. Landlord13.01. Tenant shall, at its expense, throughout the term of this Lease, take good care of and maintain in good order and condition the Premises and the fixtures and improvements therein including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, will promptly make for all replacements (as opposed to repairs repairs, interior and maintenance) of capital items serving the Project exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited and to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components Premises and the main equipment Building and the facilities and systems providing services to the Project including without limitationthereof, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for which arises out of
(a) the performance by or on behalf of Tenant of any such replacement Alterations,
(b) the installation, use or operation of any property installed by or on behalf of Tenant which is caused deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property,
(c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or
(d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, employeescontractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or contractorsto the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or breach of this Lease by Tenantpremium pay basis, in which event Tenant will bear the cost of such repairs except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs.
13.02. Tenant shall give Landlord notice of any defective condition in any plumbing, heating, air-conditioning or ventilation system or electrical lines located in, servicing or passing through the Premises of which it has actual knowledge. Following such notice, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so.
13.03. Except as otherwise expressly provided in this Lease. In , Landlord shall have no event will liability to Tenant, nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s making any repairs which Landlord be liable to Tenant for failure is required or permitted by this Lease, or required by law, to make any required replacement unless written notice in or to the fixtures, equipment or appurtenances of the need for such replacement has been delivered by Tenant to Landlord and Building or the Premises; provided, however, that Landlord shall fail to make such replacement within a reasonable period after receipt of repairs at such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, times and in such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant manner as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part minimize interference with the conduct of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience business in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above Premises, Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand.
(a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01,
(i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and
(ii) make all furniturerepairs, trade fixtures interior and equipment exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildingsthis subsection 13.04(a), except as to reasonable wear and tearthe extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Upon expiration or earlier termination Landlord shall, at its expense, but subject to the provisions of this Lease, Tenant will surrender clean the common or public areas and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation facilities of the Project Unit, if any, in accordance with standards then prevailing for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorComparable Buildings.
Appears in 2 contracts
Sources: Operating Agreement (New York Times Co), Operating Agreement (New York Times Co)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems; the HVAC system located within the Premises up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, including any distribution systems and any supplemental HVAC serving the Premises shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 hereof); elevators; and base Building electrical systems installed or furnished by Landlord.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense, will promptly make all replacements expense maintain and keep the Premises (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, including but not limited to any systems or equipment exclusively serving the roofPremises, foundation but excluding the base Building HVAC systems up to the first damper or isolation valve that extends into and structural elements serves the Premises) and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted, and shall, within ten (10) business days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of the BuildingsTerm, surrender the HVAC systemPremises to Landlord in as good a condition as existed when the Tenant Improvements are finally completed by Landlord, major elevator components and with respect to Alterations, in substantially the main equipment and systems providing services to same condition as existed on the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any date such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease Alterations are substantially completed by Tenant, in which event Tenant will bear ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the cost of such repairs Premises or any part thereof, other than pursuant to the extent as provided in this Leaseterms and provisions of the Work Letter.
18.3. In no event will Landlord shall not be liable to Tenant for any failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Except as otherwise set forth in Section 31.12, Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such replacement has been delivered work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by Tenant to proper foundations, without any claim for damages or liability against Landlord and Landlord shall fail without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Article relates to make such replacement within a reasonable period after receipt repairs and maintenance arising in the ordinary course of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion operation of the Premises untenantable for five (5) consecutive business days, Building and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsProject. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items)pursuant to this Article shall constitute Operating Expenses, which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect subject to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties limitations on inclusion of certain costs associated with capital expenditures, as may be expressly required set forth in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorSection 9.1(c).
Appears in 1 contract
Sources: Lease Agreement (Synlogic, Inc.)
Repairs and Maintenance. Landlord(a) Tenant shall, at its Tenant’s sole cost and expense, will promptly make maintain the Premises and all replacements (as opposed to repairs and maintenance) other areas of capital items serving the Project not the obligation of Landlord in a manner consistent Section 13(b) below, in good, clean and safe condition and repair. Without limiting the generality of the foregoing, subject to Landlord having delivered the Premises to Tenant with the standards prevailing from time to time heating, ventilation and air conditioning and utility systems in good and functioning condition on the Commencement Date, Tenant shall be solely responsible for Comparable Class Buildingsmaintaining and repairing all fixtures, includingheating, but not limited to the roof, foundation ventilation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler air conditioning systems, mechanicalplumbing, electricalelectrical lighting, life safety ceilings and plumbing systemsfloor coverings, elevatorswindows, doors, plate glass, skylights, and interior walls within the fire alarm systems and repaving of the Parking AreaPremises. In addition, unless the need Tenant shall be responsible for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease all repairs made necessary by Tenant, in which event Tenant will bear its employees, agents, contractors or invitees. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the cost of such repairs to the extent Premises except as provided specifically set forth in this Lease. In Under no event will Landlord be liable to circumstances shall Tenant for failure to make any required replacement unless written notice repairs to the Building or to the mechanical, electrical or heating, ventilating or air conditioning systems of the need for Premises, unless such replacement has been delivered repairs are previously approved in writing by Tenant to Landlord and Landlord Landlord, which shall fail to make such replacement within a reasonable period after receipt of such noticenot be unreasonably withheld. If Landlord Tenant fails to perform a its obligations under this Section 13(a), Landlord may give Tenant thirty (30) days written notice to do such acts as are reasonably required replacement or under this Section 13(a). If Tenant fails to repair a warranted item promptly commence such work within a reasonable such time period after receipt of notice as set forth above, and such failure causes the Project diligently prosecute it to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable controlcompletion, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant Landlord shall have the right to terminate this Leasedo such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant promptly after demand with interest at the “Reference Rate” (formerly, “Prime Rate”) then being charged by the San Francisco main office of Bank of America NT & SA plus two percent (2%) per annum, from the date of such work, but not to exceed the maximum amount then allowed by law. Landlord will consult shall have no liability to Tenant for any damage, inconvenience, or interference with Tenant regarding the need for replacement use of capital items. In the event Premises by ▇▇▇▇▇▇ as the result of a dispute between Landlord and Tenant as performing any such work.
(b) Subject to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair obligations under Section 7 above, Landlord shall be responsible for making all structural repairs to the Building, and maintenance of capital items)shall maintain the sidewalls, which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord and foundations of the Tenant’s request for such replacementBuilding in good, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive clean and safe condition and repair. Landlord, at Landlord’s sole cost, shall maintain the parking areas of the Project and the roof of the Building in a manner consistent with good condition and repair. Landlord may elect to maintain all landscaping, signs, sidewalks and other exterior Building Exterior Areas that are the standards prevailing from time obligation of Tenant, the costs of which shall be reimbursed by Tenant to time Landlord pursuant to Section 7 above. The foregoing obligations of Landlord contained in Comparable Class Buildings, except this Section 13(b) are collectively referred to as to reasonable wear and tear“Landlord’s Repairs”. Upon expiration or earlier termination of Except as otherwise provided in this Lease, Tenant will surrender and deliver the Premises Landlord shall have no liability to Landlord in a similar condition in which they existed at the commencement of Tenant, nor shall Tenant’s obligations under this Lease excepting reasonable wear and tear and damage be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from either an insurable casualty Landlord making any repairs or any cause not changes which Landlord is required or permitted by this Lease or required by law to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred make in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation portion of the Project for re-letting. This Section shall not apply in the case of damage Building or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will shall use reasonable efforts to cause Tenant to be a third party beneficiary of Landlordminimize any interference with ▇▇▇▇▇▇’s construction contract with its general contractorbusiness at the Premises.
Appears in 1 contract
Repairs and Maintenance. LandlordUnless due to the acts or omissions of Tenant, its guests, Landlords, invitees or contractors, Landlord shall be responsible for repairs necessary for the Premises to be habitable. If need for such repair is due to fault or neglect of Tenant, Landlord may make such repair at the expenses of Tenant and Manager will also assess Tenant a $50 administrative fee for each vendor hired to perform work on Premises at Tenant’s expense. Tenant shall maintain the rest of the Premises in good order and condition. Tenant’s repair and maintenance obligations include, but are not limited to, the following:
A. Comply with obligations imposed upon tenants by applicable provisions of building, health and housing codes materially affecting health and safety.
B. Keep the Premises reasonably clean, safe and sanitary.
C. Dispose of ashes, garbage, rubbish and other waste from the Premises in a clean, safe, sanitary and legally compliant manner.
D. Use in a reasonable manne all electrical, plumbing, sanitary, heating, ventilating, air-conditioning and other facilities and app iances in the Premises.
E. Not knowingly, intentionally, deliberately or negligently destroy, deface, damage, impair or remove any part of the Premises or knowingly permit any person within Tenant’s control to do so.
F. Tenant also agrees to pay the costs to have all carpets professionally steam cleaned by a Company with a truck mounted steam cleaning unit at the end of the Lease (see Paragraph 42), at its sole cost least one time annually if Lease extends beyond 12 months, and expenseupon vacating the Premises.
G. If Tenant believes repairs are necessary for which Tenant is not responsible, Tenant shall notify Landlord in writing and request such repairs. If Tenant does not notify the Landlord of such repairs at the time the damage is incurred, any resulting compounding problems from the lack of timely notice by Tenant will promptly be the responsibility of Tenant and grounds for eviction. If Landlord does not correct the problem within a reasonable time, Tenant shall call the Managing Broker of Dakota Property Management LLC to personally confirm that the request for repairs was received. At no time shall Tenant attempt to make all replacements a repair or make arrangements to have repaired any part of the Premises for which it is not responsible, without first obtaining written consent from Landlord.
H. Tenant shall pay reasonable charges (as opposed to repairs other than for normal wear and maintenancetear) for the repair or replacement of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited damage to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is Premises or common areas caused by the negligence negligence, neglect, omission or willful misconduct acts of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in members of Tenant’s household, Tenant’s guests or invitees.
I. Where the Premises has its own sidewalk, entrance, driveway or parking space which event is for the exclusive use of the Tenant and its guests, the Tenant will bear keep the cost sidewalk, entrance, driveway or parking space clean, tidy and free of such repairs to the extent as objectionable material including dirt, weeds, debris, snow and ice unless these services are provided in this Lease. In no event by a Condominium and/or Home Owner Associations (HOA) or local municipality.
J. Ceiling Fans, where installed, are considered personal property and will not be replaced and/or serviced by Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within if a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate fan becomes inoperable during this Lease. Landlord will consult remove fan and cover the electrical connections as required by code or replace fan with Tenant regarding a working light fixture if there was a light kit installed on the need for replacement of capital items. In the event of a dispute between Landlord fan or to meet code.
K. Sheds, where installed, are considered personal property and Tenant as to whether a particular item is a capital replacement to will not be made replaced and/or serviced by Landlord (or whether such item during this Lease.
L. Tenant shall be responsible for professional elimination and control of all insects and rodents including but not limited to ants, spiders, earwigs, mites, wasps, bees, cockroaches, bed bugs, mice, rats, and voles.
M. Tenant is not in need of replacement responsible for the repairs to piping, walls, ceilings, floors, etc., caused by frozen pipes due to neglect. Damage to properties from frozen pipes can occur and it is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after responsibility to ensure that:
I. Thermostats are NEVER set below 60 degrees F during the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital itemswinter months October-May.
II. All outside hoses are disconnected AT THE FAUCET during freezing weather conditions from October through May.
III. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then furnace filter is changed every three (within ten (103) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a months minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Sources: Lease Agreement
Repairs and Maintenance. Landlord7.1. Subject to the provisions hereinafter contained with regard to damage by fire, Tenant accepts the Premises as being in good and sanitary order and agrees to maintain the Premises in good order and will suffer no waste thereto. Tenant shall repair, maintain and preserve the Premises during the term of this Lease at its sole cost and expense, will promptly reasonable use and wear excepted.
7.2. Landlord shall make all replacements (as opposed to structural repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life Building necessary for safety and plumbing systemstenantability, elevatorsand shall bear the cost thereof unless required by any act or neglect of Tenant, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employeesemployees or invitee. Landlord shall make such other repairs to the Premises and Building as may be necessary or desirable in Landlord's judgment, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear and the cost of such repairs shall be included in the Operating Expenses. Tenant agrees to report immediately in writing to Landlord any defective condition in or about the Premises known to Tenant which Landlord is required to repair, and a failure to report shall make Tenant liable for any expense, damage or liability resulting from such defects.
7.3. Landlord reserves the right at any time and from time to time, as often as Landlord deems desirable, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant or otherwise affecting Tenant's obligations under this Lease, to make such changes, alterations, additions, improvements, repairs, relocations or replacements in or to the extent Building (including the Premises if required by any applicable law or regulation) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, stairways and other common facilities thereof, and to change the name by which the Building is commonly known and/or the Building's address. Landlord reserves the right from time to time to install, use, maintain, repair and replace pipes, ducts, conduits, wires and appurtenant meters and equipment for service to other parts of the Building, above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas, and to relocate any pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises which are located in the Premises or located elsewhere outside the Premises, and to expand the Building. Nothing contained herein shall be deemed to relieve Tenant of any duty, obligation or liability with respect to making any repair, replacement or improvement or complying with any law, order or requirement of any government or other authority and nothing contained herein shall be deemed not construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Building or any part thereof, other than as expressly provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense, will promptly make all replacements expense maintain and keep the Premises (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, including but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysHVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and so long as any other systems or equipment exclusively serving the correction of the problem is within Landlord’s reasonable controlPremises) and every part thereof in good condition and repair, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month perioddamage thereto from ordinary wear and tear excepted, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenshall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of such fifteen (15) day periodthe Term, vacate and surrender the Premises to Landlord in broom-clean and Tenant shall each select an independent disinterested engineervacant condition, which engineers shall mutually determine (within ten (10) days) whether with Tenant’s Property removed consistent with the item in question is a capital replacement to be made terms of Section 17.7, and any damage caused by Landlord or whether such item is not in need of replacement and is instead part removal of Tenant’s repair Property repaired, and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenantshall, at its Landlord’s request and al Tenant’s sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, cure all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal violations of Tenant’s furnitureobligations under the first sentence of Section 18.2 and remove all of Tenant’s telephone and data systems and their associated wiring and equipment from the Premises, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to and repair any damage to the Premises caused thereby (collectively, the “Surrender Obligations”), notwithstanding any area which Restoration Deposit. Landlord has notified shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and provisions of the Work Letter.
18.3. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Notwithstanding the foregoing, in writing that it intends to refurbish no event shall Landlord be liable for any consequential damages, opportunity costs or remove lost profits incurred or suffered by Tenant in connection with renovation the foregoing. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Article relates to repairs and maintenance arising in the ordinary course of operation of the Project for re-lettingBuilding and the Project. This Section In the event of a casualty described in Article 24, Article 24 shall not apply in lieu of this Article. In the case event of damage eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord pursuant to this Article shall constitute Operating Expenses. Notwithstanding the foregoing, to the extent that the cost of such repairs and maintenance arising from Tenant’s acts, neglect, fault or destruction by fire omissions (but not gross negligence or other casualty which is covered by willful misconduct) exceeds the limits of any insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but required to be maintained by Tenant regarding the Project. pursuant to this Lease but are covered by insurance maintained or required to be maintained by Landlord will obtain the warranties under this Lease, then Landlord shall file a claim for such excess pursuant to Landlord’s insurance and guaranties as may be expressly required in the final approved Construction Documents Tenant shall reimburse Landlord for the Premises. deductible therefor within thirty (30) days after receipt of an invoice therefor (or, if Landlord will use reasonable efforts has not obtained or maintained the insurance it is required to cause obtain and maintain pursuant to this Lease, Landlord shall pay such excess, other than what the deductible would have been had Landlord obtained and maintained the requisite insurance, which Tenant shall pay to be a third party beneficiary Landlord within thirty (30) days after receipt of Landlord’s construction contract with its general contractoran invoice therefor).
Appears in 1 contract
Sources: Lease (Lyell Immunopharma, Inc.)
Repairs and Maintenance. Landlord(a) The premises hereby leased, are leased to Tenant "As Is," except as specifically provided herein. Further, except as herein expressly provided, Landlord shall be under no liability, nor have any obligation to do any work or make any repairs in or to the premises, and any work which may be necessary to outfit the premises for Tenant's occupancy or for the operation of Tenant's business therein is the sole responsibility of Tenant and shall be performed by Tenant at its sole own cost and expense. Tenant acknowledges that it has fully inspected the premises prior to the execution of this Lease, and Tenant further acknowledges that Landlord has made no warranties or representations with respect to the condition or state of repairs of the premises.
(b) Tenant will, during the term of this Lease, keep the premises and appurtenances (including windows, doors, plumbing, heating and electrical facilities and installations), in good order and repair and will promptly make all replacements (as opposed to necessary repairs thereof at its own expense, except that Landlord will make all necessary repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited replacements to the roofexterior masonry walls, foundation structural components, and structural elements roof of the Buildingspremises, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused after being notified in writing by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord repairs, and Landlord shall fail to make such replacement within have a reasonable period after receipt of time in which to complete such notice. If repairs, provided Landlord fails to perform a required replacement or fails to repair a warranted item commences such repairs within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service twenty (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (4520) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether within the shortest period necessary in order to prevent imminent death, personal injury or damage, or destruction of property) of written notification from Tenant and diligently pursues same to completion. Tenant agrees to carry a maintenance and/or service agreement or policy on the HVAC system in the premises; provided Tenant carries such item is not in need of replacement policy and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice supplies evidence to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possiblesame upon request, Landlord will assign to Tenant warrant the benefit repair or replacement of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.major component (e.
Appears in 1 contract
Repairs and Maintenance. Landlord(a) Tenant shall, at its Tenant's sole cost and expense, will promptly make all replacements (as opposed to repairs keep and maintenance) of capital items serving maintain the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsPremises, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler interior walls, roof membrane, heating, ventilation and air conditioning systems, mechanical, electrical, life safety and plumbing operating systems, elevatorsfire sprinklers, alarms, all windows (interior and exterior), window frames, plate glass and glazing, truck doors, plumbing systems (such as water and drain lines, sinks, toilets, faucets, drains, showers, and water fountains), electrical systems (such as panels, conduits, outlets, and lighting fixtures, including lamps, bulbs, tubes, and ballasts), heating and air conditioning systems (such as compressors, fans, air handlers, ducts, mixing boxes, thermostats, time clocks, supply and return grills), interior surfaces of the Premises, store fronts, down mechanisms, latches, locks, skylights (if any), fire extinguishing systems and equipment, and all other interior improvements of any nature whatsoever, that are part of the Premises (collectively, the fire alarm systems "Building Systems"). Tenant will keep such items in good and repaving clean condition and repair (and, subject to the further provisions of this Section 10(a), by replacing such items as needed), and deliver to Landlord physical possession of the Parking Area, unless Premises at the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach termination of this Lease by Tenantor any sooner expiration thereof, in which event Tenant will bear the cost of such repairs good condition and repair, reasonable wear and tear excepted. Except to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice Landlord's "Grounds Maintenance" as set forth abovein Section 10(f), Tenant shall keep and such failure causes maintain the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion Outside Area in good, safe and sanitary order, condition and repair and in compliance with Legal Requirements in accordance with Section 6(e). All repairs and replacements required of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement promptly made with new materials of Rent (in proportion like kind and quality. If and to the area so untreatable) until such essential service is restored. If such failure aggregates to extent Tenant's obligations under this Section require replacement of a total of forty-five (45) days in any twelve (12) month periodBuilding System, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. cause Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for perform such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether pay to Landlord as Additional Rent the item in question is amortized cost of such improvement over the useful life of such repair or improvement pursuant to a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineerscommercially reasonable amortization schedule. If the engineers cannot agree, then work affects the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each structural elements of the engineers Premises or if the estimated cost of any item of repair or replacement is in excess of Five Thousand Dollars ($5,000), Tenant shall be disinterested engineersfirst obtain Landlord's written approval of the scope of the work, with substantial experience in the Miami-Dade County commercial real estate office market. Except plans for the specific capital items work, the materials to be replaced by Landlord as described above used, and the items warranted by Landlord as described above contractor hired to perform the work, Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant approval shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish unreasonably withheld or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractordelayed.
Appears in 1 contract
Sources: Office / R&d Lease (Cacheflow Inc)
Repairs and Maintenance. (A) Landlord’s Obligations. Landlord, at its sole cost expense (subject to reimbursement to the extent set forth in Section 4), shall maintain and expenserepair in good working order, will promptly make all replacements condition and repair and, where necessary, replace the following: (i) the footings, foundation, floor slab, sub-grade below floor slab and structural components (defined as opposed to repairs the steel, floor slab, foundations, load-bearing interior and maintenanceexterior walls, joists, steel frames and columnar supports) of capital items the Building, including the Premises; (ii) all utility lines outside stub locations within the Premises but serving the Project in a manner consistent with Premises, including plumbing mains and electrical panels, conduits and connections serving the standards prevailing from time to time for Comparable Class BuildingsPremises; (iii) the roof membrane, includingflashing, but not limited to the roofgutters, foundation and structural elements downspouts of the Buildings, Building; and (iv) the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving roof structure of the Parking Area, unless Building; provided that Tenant shall reimburse Landlord in full for the need for cost of any such replacement is repairs performed by Landlord if caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach invitees and licensees (subject to Section 12(D)). In addition, Landlord, at its expense (subject to reimbursement as provided under Section 4), will maintain the Common Areas and landscaping in good repair and condition and in accordance with all Laws. Landlord shall use reasonable efforts to minimize interference with Tenant's conduct of business in connection with Landlord's performance of any work described in this Lease by TenantSection 9(A). Tenant will notify Landlord promptly of any defective condition known to Tenant which Landlord is obligated to repair. Landlord shall undertake such necessary repairs and shall complete same as soon as reasonably practicable, unless such repair cannot be completed within thirty (30) days, in which event Landlord shall not be in breach provided it commences such repair within this thirty (30) day period and thereafter diligently prosecutes same to completion. If Landlord shall fail to perform the required maintenance or fail to make repairs required of it pursuant to this paragraph within the foregoing cure, Tenant will bear the cost of may, at its election and without waiving any other remedy it may otherwise have under this Lease or at law or in equity, perform such maintenance or make such repairs to on Landlord’s behalf and charge Landlord the extent costs so incurred by Tenant for same. Except as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair provide any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish maintenance, repairs, replacements or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign services to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for or the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Repairs and Maintenance. 18.1. Landlord shall repair and maintain in a first class condition the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense, will promptly make all replacements expense maintain and keep the interior Premises (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, including but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysHVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and so long as any other systems or equipment exclusively serving the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (Premises) and every part thereof in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, good condition and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenrepair, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of such fifteen (15) day periodthe Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and Tenant shall each select an independent disinterested engineertear and damage by casualty excepted; and shall, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement at Landlord’s request and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will remove all telephone and data systems, wiring and equipment installed by or at the request of Tenant at the Premises, and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than as described in Exhibit B.
18.3. Throughout the Term of the Lease, Tenant shall, at Tenant’s sole cost and expense, maintain copies of all service contracts, service, repair and maintain maintenance records, and inspection reports on all equipment installed by or maintained by Tenant (and replace if necessary) the Project (includingcollectively, without limitation, “Maintenance Records”). Tenant shall provide to Landlord copies of all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in Maintenance Records on a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tearquarterly basis. Upon surrender of the Premises upon the expiration or earlier termination of this Lease, Tenant will surrender shall provide Landlord with all original equipment manufacturer (OEM) manuals for any equipment installed and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired removed by Tenant. Tenant Landlord shall be obligated also have the right to repair any damage incurred perform an audit of the equipment serving the Premises in connection with any removal the form of a facilities condition assessment or similar report at Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employeescost, provided that Tenant shall not such audit will be obligated to repair any damage to any area which performed no more than once per calendar year unless Landlord has notified Tenant in writing a reasonable belief that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which corrective action is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply)necessary. To the extent possiblesuch audit recommends reasonable corrective action, Tenant shall promptly perform such corrective action as part of its repair and maintenance obligations.
18.4. Landlord will assign shall not be liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the benefit need of any manufacturersuch repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s warranties expense. In the event that Landlord timely fails to make a repair or perform maintenance that is Landlord’s obligation pursuant to this Lease, Tenant may notify Landlord of such failure and, if Landlord does not make the repair or perform the maintenance within thirty (30) days after Landlord’s receipt of such notice (or, if such repair or maintenance cannot reasonably be completed with such period, within the period of time reasonably required (so long as Landlord begins the repair or maintenance within such period and guaranties with respect diligently prosecutes the same to completion)), Tenant may perform the repair or maintenance and Landlord shall reimburse Tenant for its reasonable out-of-pocket costs for performing the same within thirty (30) days after receipt of an invoice from Tenant therefor. Notwithstanding anything in this Section to the items installed by contrary, before performing any such repairs or maintenance, Tenant shall notify Landlord but of Tenant’s intent to do so and shall reasonably coordinate with Landlord and any other tenants of the Project that may be affected the need for such repairs or maintenance.
18.5. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be maintained by made, Tenant regarding shall afford to the Project. Landlord will obtain person causing or authorized to cause such excavation, license to enter the warranties and guaranties as may be expressly required in the final approved Construction Documents Premises for the Premises. purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlordand without reducing or otherwise affecting Tenant’s construction contract with its general contractor.obligations under this
Appears in 1 contract
Sources: Lease (Relay Therapeutics, Inc.)
Repairs and Maintenance. Landlord, at its sole cost and expense, will promptly make all replacements (as opposed a) Subject to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time reimbursement pursuant to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components Section 6 and the main equipment provisions of Section 10, Section 11(b) and systems providing services to the Project including without limitationSection 15, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need except for any such replacement is damage caused by the negligence any negligent or willful misconduct intentional act or omission of Tenant or its Tenant’s employees or agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear shall repair the cost damage, Landlord shall repair, maintain, and operate the Common Areas and repair and maintain the roof and exterior and structural parts of such the Building so that they are kept in good working order and repair. If any heating, air conditioning, ventilation, plumbing, electrical, or other equipment serves both the Leased Premises and portions of the Common Areas or both the Leased Premises and other parts of the Building, Landlord shall maintain and operate and replace when necessary that equipment. Landlord shall not be responsible for repairs required by an accident, fire, or other peril or for damage caused to any part of the extent Project by any act or omission of Tenant or Tenant’s employees or agents, except as provided in otherwise required by this Lease. In no event will Landlord may engage contractors of Landlord’s choice to perform the obligations required by this Section, and the necessity of any expenditure to perform those obligations shall be liable to at the sole discretion of Landlord. Tenant for failure expressly waives the benefits of any statute now or later in effect that would otherwise give Tenant the right to make any required replacement unless written notice repairs at Landlord’s expense and deduct that cost from rent owing to Landlord.
(b) Subject to the provisions of Section 11(a) and Section 15, Tenant shall clean and maintain in good order, condition, and repair and replace when necessary the following:
(i) all plumbing and sewage facilities in the Leased Premises, including but not limited to all plumbing fixtures, pipes, fittings, or other parts of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveplumbing system in the Leased Premises;
(ii) all fixtures, interior walls, floors, carpets, draperies, window coverings, and such failure causes ceilings in the Project to be without an essential building service Leased Premises;
(such as electricity or HVAC but not to include elevatorsiii) which renders all or any portion of the Premises untenantable for five (5) consecutive business dayswindows, doors, entrances, and so long as plate glass in the correction of Leased Premises;
(iv) all electrical facilities and all equipment in the problem is within Landlord’s reasonable controlLeased Premises, then including all light fixtures, lamps, bulbs, tubes, fans, vents, exhaust equipment, and systems; and
(v) any fire detection or extinguisher equipment in the Leased Premises.
(c) With respect to utility facilities serving the Leased Premises, Tenant shall be entitled to an abatement responsible for the maintenance and repair of Rent (in proportion any facilities that serve only the Leased Premises, including all facilities that are within the walls or floor or on the roof of the Leased Premises, and any part of the facility that is not within the Leased Premises, but only up to the area so untreatablepoint where the facilities join a main or other junction from which the utility services are distributed to other parts of the Project as well as to the Leased Premises.
(d) until such essential Tenant shall:
(i) maintain, repair, and replace when necessary all heating, air conditioning, and ventilation equipment that services only the Leased Premises, and shall keep the them in good condition through regular inspection and servicing, and
(ii) maintain continuously throughout the term of the Lease a service is restoredcontract for the maintenance of all heating, air conditioning, and ventilation equipment with a licensed repair and maintenance contractor approved by Landlord; the contract should provide for periodic inspections and servicing of the heating, air conditioning, and ventilation equipment at least once every ninety (90) days during the term of the Lease. If such failure aggregates However, Landlord may elect at any time during the term of the Lease to assume responsibility for the maintenance, repair, and replacement of the heating, air conditioning, and ventilation equipment that serves only the Leased Premises. Tenant shall maintain continuously throughout the term of the Lease a total service contract for the washing of all windows, both interior and exterior surfaces, in the Leased Premises; the contract should provide for the periodic washing of all windows at least once every forty-five (45) days in any twelve (12) month period, and so long as during the correction term of the problem is within Landlord’s reasonable control, then Lease.
(e) All repairs and replacements required of Tenant shall have the right to terminate this Lease. Landlord will consult be promptly made with Tenant regarding the need for replacement new materials of capital items. In the event of a dispute between Landlord like kind and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineersquality. If the engineers cannot agree, then work affects the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each structural parts of the engineers Building or if the estimated cost of any item of repair or replacement is in excess of [dollar amount], Tenant shall be disinterested engineersfirst obtain Landlord’s written approval of the scope of the work, with substantial experience in the Miami-Dade County commercial real estate office market. Except plans for the specific capital items work, the materials to be replaced by Landlord as described above used, and the items warranted by Landlord as described above , contractor hired to perform the work.
(f) If Tenant fails to perform Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and ’s obligations under this Section or under any other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination section of this Lease, Tenant will surrender after five (5) days’ prior written notice to Tenant, except in an emergency when no notice shall be required, Landlord may enter the Leased Premises, perform the obligations on Tenant’s behalf, and deliver recover the Premises to Landlord in a similar condition in which they existed cost of performance, together with interest at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired maximum rate then allowed by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniturelaw, equipment or other personal property as additional rent payable by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation the next installment of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorBase Rent.
Appears in 1 contract
Sources: Industrial Lease
Repairs and Maintenance. Landlord16.1 Landlord shall keep in good order, at its sole cost condition, and expenserepair the Common Areas and the Building foundations, will promptly make all replacements exterior walls and interior bearing walls (as opposed to repairs except for the interior faces) and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and other structural elements of the BuildingsBuilding, and roof of the HVAC systemBuilding, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systemsall plumbing, mechanical, electrical, fire/life safety safety, heating, air conditioning and plumbing systems, elevators, the fire alarm ventilation equipment and systems and repaving that service portions of the Parking AreaBuilding other than or in addition to the Premises, unless the need except (as to all items) for any such replacement is damage caused by the negligence any willful or willful misconduct negligent act or omission of Tenant or its employees, agents, employeesinvitees, licenses, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service contractors (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable excluding ordinary wear and tear). Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish the exterior or remove in connection with renovation interior of doors, windows (except for the Project for re-letting. This Section shall not apply exterior windows), plate glass, and/or showcases used on or in the case Premises, and damage caused by any casualty or act of God, except as otherwise provided for herein.
16.2 Tenant shall keep and maintain in good order, condition and repair, except for reasonable use and wear and damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on casualty, the Project non-structural elements of the Premises and every part that exclusively serves the Premises, including without limitation, all interior building fixtures, walls, floors, ceilings, appliances and similar equipment and the exterior and interior portions of doors, windows (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall applyexcluding the exterior windows). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required plate glass, in the final approved Construction Documents for the Premises. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to repair or maintain the Building infrastructure or systems, including the roof, foundation, exterior shell, plumbing, curtain wall, elevators, heating, ventilation, air conditioning, or mechanical systems, it being understood that Landlord will use reasonable efforts to cause shall be responsible therefor.
16.3 Any and all repairs effected by Tenant shall be performed in a professional workmanlike manner, by licensed contractors, in compliance with all applicable statutes, codes, rules and regulations, and Tenant or Tenant’s contractors shall obtain all permits and approvals of government agencies required by applicable laws in connection therewith.
16.4 If Landlord reasonably deems any repairs required to be made by Tenant necessary, it may demand that Tenant make them by giving written notice to Tenant, and if Tenant refuses or neglects to commence such repairs within ten (10) business days after such notice, or fails to diligently prosecute such repairs thereafter, Landlord may make or cause such repairs to be made. If Landlord makes or causes repairs to be made, Landlord shall not be responsible to Tenant for any loss or damage that may accrue to Tenant’s business by reason of the repair work, and Tenant shall, on demand, immediately pay to Landlord the cost of the repairs. Tenant waives the provisions of Sections 1941 and 1942 of the Civil Code of the State of California and any and all other statutes or laws permitting repairs by a third party beneficiary lessee at the expense of Landlord’s construction contract with its general contractora lessor or to terminate a lease by reason of the condition of the Premises.
Appears in 1 contract
Sources: Lease Agreement (Skullcandy, Inc.)
Repairs and Maintenance. 18.1. Landlord shall (a) repair and maintain in good condition the foundations and structural portions of the Building and (b) repair and/or replace as needed the roofing and covering materials; exterior walls; parking areas, curbs, driveways, plumbing; fire sprinkler systems (if any); HVAC systems; elevators; and electrical systems installed or furnished by Landlord, but with respect to Subsection 18.1(b), Landlord’s repair and replacement obligation shall be expressly limited to the extent the costs for such repair and/or replacement in Subsection 18.1(b) constitute a capital expenditure. In connection with the foregoing, it is expressly understood that except for the foundations and structural portions of the Building which are Landlord’s responsibility pursuant to Subsection 18.1(a) and any capital repairs and/or replacements which are Landlord’s responsibility pursuant to Section 18.1(b), Tenant shall otherwise be responsible (at its Tenant’s sole cost and expense) for all maintenance and upkeep (routine and non-routine) of the Premises and every part thereof and all repairs and/or replacements, will promptly and Tenant shall make all replacements (as opposed to such repairs and maintenance) of capital items serving the Project in a manner consistent replacements that are required. All costs and expenses incurred by Landlord associated with the standards prevailing from time to time for Comparable Class Buildingsrepair, includingmaintenance and/or replacement of the foregoing shall be included as Operating Expenses (including any capital expenditure, but not limited subject to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need limitations set forth in Article 8). Landlord shall have no obligation for any such maintenance, repair or replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided set forth in this Lease. In no event will Section until Landlord be liable to receives notice from Tenant for failure to make any required replacement unless written notice of regarding the need for such repair or replacement. If (m) Tenant provides prior written notice to Landlord of an event or circumstance which requires the action of Landlord with respect to Landlord’s obligation to undertake and complete any maintenance, repair or replacement has been delivered by as set forth in this Section (a “Required Action”), (n) Landlord is, in fact, required to perform such maintenance, repairs and/or replacement under the terms of this Lease, and (o) Landlord does not complete the Required Action within thirty (30) days after Landlord’s receipt of such notice (or, if such repair, replacement or maintenance cannot reasonably be completed with such period, within SMRH:418641422.8 26 the period of time reasonably required (so long as Landlord begins the Required Action within such period and diligently prosecutes the same to completion) (the “Required Action Period”)), then Tenant may deliver an additional notice to Landlord and any lender of Landlord shall fail for which Tenant has been given an address for notices specifying that the Required Action Period has expired, the specific action required and that Tenant intends to make take such replacement within a reasonable period after receipt of such noticeRequired Action. If Landlord fails (y) Landlord’s failure to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveany such Required Action directly, materially and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion adversely affects Tenant’s use of the Premises untenantable for five and (5z) consecutive business days, and so long such Required Action is not commenced or completed (as the correction of the problem is applicable) by Landlord within Landlord’s reasonable controlthirty (30) days after such second notice, then Tenant shall be entitled to an abatement perform such Required Action and to reimbursement by Landlord of Rent Tenant’s actual reasonable and necessary, out-of-pocket costs and expenses in taking such Required Action (but only with respect to such action as specified in proportion the second notice given to the area so untreatable) until Landlord). Landlord shall reimburse such essential service is restored. If such failure aggregates to a total of forty-five amounts within thirty (4530) days in any twelve (12) month period, and so long as the correction of Landlord’s receipt from Tenant of a detailed invoice setting forth a particularized breakdown of the problem is within Landlord’s reasonable controlcosts and expenses incurred in connection with such action taken by Tenant accompanied by proof of payment of such costs reasonably satisfactory to Landlord and unconditional lien releases for all such costs from each contractor, then Tenant shall have subcontractor and material supplier that are entitled to place a lien on the right Property under Applicable Laws, in a form acceptable to terminate this Lease. Landlord will consult and complying with Tenant regarding the need for replacement of capital itemsApplicable Laws, from each contractor and subcontractor with respect to such costs. In the event Tenant takes such action, and such work affects the Building systems or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such systems unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable Buildings. In the event that (x) Landlord fails to reimburse Tenant for any costs (i) incurred by Tenant in connection with Tenant’s exercise of its self-help remedy pursuant to this Section and (ii) obligated to be reimbursed by Landlord pursuant to this Section, (y) in connection with such failure by Landlord, Tenant institutes legal proceedings and is awarded monetary damages following adjudication of the matter and issuance of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not final, non-appealable judgment in need of replacement and is instead part of Tenant’s repair favor, and maintenance of capital items)(z) Landlord thereafter fails to reimburse Tenant for such amounts (as awarded by such final, which dispute is not resolved by the parties non-appealable judgment) within fifteen sixty (1560) days after following the issuance of such final, non-appealable judgment, then in such a case, Tenant shall be entitled to deduct such amounts from the Rent payable by Tenant to Landlord under the Lease.
18.2. Without limiting Landlord’s obligations under Article 4, Section 5.2 and the Work Letter, and except for services of Landlord, if any, required by Section 18.1, Tenant shall at Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair expense maintain and maintain (and replace if necessary) keep the Project (including, without limitationPremises, all furnitureimprovements thereon, trade fixtures and equipment of Tenantall appurtenances thereto, all areas devoted to corridorsincluding sidewalks, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending parking areas, lobby areascurbs, refuse dumpstersroads, loading docks driveways, lighting standards, landscaping, sewers, water, gas and other similar electrical distribution systems and facilities, Building stairs, Building elevator shafts, elevator mechanical roomsdrainage facilities, fire towersand life-safety systems, Building electricaland all signs, mechanical both illuminated and telephone roomsnon-illuminated that are now or hereafter on the Premises, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe good condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as Permitted Use subject to reasonable wear and teartear excepted, and shall keep the same free and clear from all rubbish, debris, insects, rodents and other vermin and pests. Upon expiration or earlier termination Tenant shall, no later than March 31st of this Leaseeach calendar year during the Term, Tenant will surrender provide to Landlord a copy of the budget for maintenance, repairs and deliver replacements at the Premises to Landlord in which are the responsibility of Tenant under this Section 18.2 for the current calendar year, as well as a similar condition in which they existed at general summary of the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property amounts actually expended by Tenant or its agentsduring the immediately preceding calendar year for such maintenance, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties repairs and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.SMRH:418641422.8 27
Appears in 1 contract
Sources: Lease (Affymetrix Inc)
Repairs and Maintenance. LandlordLandlord shall, at its sole cost and expense, will promptly make all replacements be responsible for the maintenance of the complete roofing system (as opposed to repairs and maintenance) including repair of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsleaks), includingbuilding structure, including but not limited to the roofextension walls, load bearing columns, foundation and structural elements floor slab. In addition, Landlord shall be directly responsible for maintenance of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project exterior grounds including without limitation, landscaping and snow removal. Notwithstanding such obligation, Tenant shall be solely responsible for repairing any damage to the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement Premises which is caused by the negligence any negligent act or willful misconduct intentional act or omission of Tenant or its Tenant, Tenant’s agents, employees, or contractorsinvitees. Except for those obligations specifically set forth as Landlord obligations in this Section, Tenant shall be responsible for and shall take good care of the Premises and the fixtures in the Premises and shall keep the Premises in good order, condition, and repair at the Tenant's expense during the Term, including the replacement of all interior broken glass broken by the Tenant with glass of the same size and quality. Tenant’s obligation shall include the routine maintenance of HVAC and other mechanical systems serving the Premises, the interior surface of exterior walls, windows, doors, or breach plate glass. Tenant’s HVAC maintenance shall be limited to routine maintenance, filter replacement, and annual service inspections only. Any capital replacement (including replacement of this Lease by Tenant, in which event an HVAC system) shall be the Landlord’s responsibility. If the Tenant will bear the cost of such does not make necessary repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of time and adequately, the Landlord may, but need not, make such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, repairs and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall promptly pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except Landlord for the specific capital items to be replaced by Landlord cost thereof as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tearadditional rent. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.On the
Appears in 1 contract
Sources: Office Lease Agreement
Repairs and Maintenance. Landlord15.01 Tenant shall take good care of the Demised Premises and, at its sole cost and expense, will promptly make all replacements non-structural, non-capital repairs thereto as and when needed to preserve them in good working order and condition; provided, however, Tenant need not make repairs to Landlord’s Work if such repairs are necessitated by a material defect in the workmanship of Landlord’s contractor that was not reasonably observable within ten (as opposed to repairs 10) business days of the Commencement Date and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited which are brought to the roof, foundation and structural elements attention of Landlord in writing by Tenant within three (3) months of the BuildingsCommencement Date, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs provided that to the extent as provided in this Lease. In no event will Landlord be liable that any such defect is covered by any warranties or guarantees which have been assigned to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, pursuant hereto and such failure causes the Project to be without an essential building service (such as electricity warranties or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, guarantees are still in force and so long as the correction of the problem is within Landlord’s reasonable controleffect, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until responsible for making such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrepairs. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above addition, Tenant, at its sole cost and expense, will repair shall promptly make all repairs and maintain replacements, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building, as shall be required solely by reason of (and replace if necessaryi) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration performance or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal existence of Tenant’s furnitureChanges, (ii) the installation, use or operation of Tenant’s Property in the Demised Premises, (iii) the moving of Tenant’s Property or any other property owned or being delivered to or from Tenant in or out of the Building, (iv) any work, labor or service done for or equipment or other personal property by supplied to Tenant or any subtenant, or (v) the misuse or neglect of Tenant or any of its agents, representatives or employees, provided that visitors, subtenants, agents or contractors; but Tenant shall not be obligated to repair responsible, and Landlord shall be responsible, for any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction such repairs as are required by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary reason of Landlord’s construction contract with neglect or other fault in performing any of Tenant’s Changes which may be undertaken by Landlord for Tenant’s account or are otherwise required by reason of neglect or other fault of Landlord or its general contractoremployees, agents or contractors. Except if required by the neglect or other fault of Landlord or its employees, agents or contractors, Tenant, at its expense, shall replace or repair all scratched, damaged or broken doors and glass in or about the Demised Premises and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintenance of all lighting fixtures therein.
Appears in 1 contract
Sources: Lease Agreement (Tangoe Inc)
Repairs and Maintenance. Landlord(a) Except as expressly provided in Section 4(c), this Section 6 or Exhibit B, Landlord shall be under no liability, nor have any obligation to do any work or make any repairs in or to the Premises, and any work which may be necessary to outfit the Premises for Tenant’s occupancy or for the operation of Tenant’s business therein is the sole responsibility of Tenant and shall be performed by Tenant at its sole own cost and expense. Tenant acknowledges that it is in possession of the Premises and has fully inspected the Premises prior to execution of this Lease, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent that Landlord has made no warranties or representations with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited respect to the roof, foundation and structural elements condition or state of repairs of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent Premises except as specifically provided in this Lease. In furtherance of its obligations under Section 4(c), Landlord shall make all structural repairs to the roof, walls and foundations of the Building as needed and shall maintain and repair all Building systems (excluding Tenant’s Specialty Equipment) all common areas, grounds and land in reasonably good condition. Notwithstanding the foregoing, other than routine periodic maintenance, (i) Landlord’s responsibility for repairing any of the foregoing items shall arise only after a reasonable time has elapsed after Tenant has notified Landlord in writing of the necessity for any such repairs; and (ii) Tenant (and not Landlord) shall be responsible for the repairs of any such items if the necessity therefor was caused in whole or primarily in part by the negligent act or omission or misuse of Tenant, its agents, officers, employees, contractors, licensees, sublessees or invitees (except to the extent the cost of such work is provided through insurance maintained by Landlord under this Lease).
(b) Tenant, at Tenant’s sole expense, shall, except for services furnished by Landlord pursuant to Section 4 and this Section 6, maintain the Premises in good order, condition, and repair, including all of Tenant’s Specialty Equipment and the interior surfaces of the ceilings, walls and floors, all doors, all interior windows, and all plumbing, pipes and fixtures, electrical wiring, switches and fixtures, building standard furnishings and special items and equipment installed by or at the expense of Tenant. Tenant’s maintenance obligations are limited to those items within its Premises and Tenant has no event will obligation to maintain wiring, plumbing, pipes or fixtures or other items outside the Premises (except for Tenant’s Specialty Equipment), unless the damage thereto was caused primarily by the negligent act of Tenant, its agents, officers, employees, contractors or invitees. Tenant shall also be responsible for the cost to maintain at all times in good order, condition and repair, all heating, ventilating, air conditioning and other separate climate control equipment that is installed for any computer or similar equipment, designed specifically for Tenant (e.g. for a computer or telephone room), whether the same was installed initially, or at a later date, by Landlord or by Tenant. The costs incurred by Landlord to maintain such climate control equipment shall be liable billed to Tenant as additional rent, and shall be payable by Tenant within thirty (30) days following receipt of the billing statement.
(c) Tenant shall be responsible for failure all repairs in and to make any required replacement unless written notice of the Building the need for which arises out of (i) the moving of Tenant’s property into or out of the Building; or (ii) any negligence of Tenants, its agents, contractors, employees or invitees (except to the extent that the cost thereof is covered by insurance maintained by Landlord under this Lease).
(d) If Tenant fails to maintain the Premises in good order, condition and repair, Landlord may give Tenant notice to do such replacement has been delivered by Tenant acts as are reasonably required to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such noticeso maintain the Premises. If Landlord Tenant fails to perform a required replacement or fails commence such work promptly and diligently prosecute it to repair a warranted item within a reasonable period after receipt of notice as set forth abovecompletion, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant Landlord shall have the right right, following not less than ten (10) days’ prior written notice to terminate this Lease. Landlord will consult Tenant (except if such failure results in an emergency condition, the notice period may be reduced commensurate with Tenant regarding such emergency), to do such acts and expend such funds at the need for replacement expense of capital items. In the event of a dispute between Landlord and Tenant as are reasonably required to whether a particular item is a capital replacement to be made perform such work. Any amount so expended by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved shall be paid by the parties Tenant within fifteen (15) days after demand, with interest from the date of such work, at a rate equal to the prime commercial rate of interest published by the Wall Street Journal closest to the date such work was commenced. Landlord shall have no liability to Tenant for any damage, inconvenience or interference with the use of the Premises by Tenant as a result of performing any such work.
(e) Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry two hundred pounds per square foot. Landlord reserves the right to consult with its structural engineer if necessary, in Landlord’s opinion, to resolve any questions concerning this matter, in which event the determination of the engineer shall be conclusive and the cost of any such determination shall be paid for by Tenant upon demand. Tenant shall not install business machines or mechanical equipment which cause noise or vibration to such a degree as to be reasonably objectionable to Landlord or other Park tenants.
(f) Except as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant nor shall Tenant’s notice obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenant’s lease or required by law to make in or to any portion of the Building or the Premises, absent the negligent or willful acts or omissions of Landlord or Landlord’s agents, employees, contractors, invitees or licensees. Landlord shall, nevertheless, use reasonable efforts to minimize any interference with Tenant’s request for such replacementbusiness in the Premises and with the use by Tenant, thenits agents, within ten officers, contractors, employees and invitees of the common areas associated therewith.
(10g) days As soon as is reasonably practicable after the expiration of such fifteen (15) day periodTenant obtains actual knowledge thereof, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item give Landlord prompt notice of any damage to or defective condition in question is a capital replacement to be made by Landlord any part or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each appurtenance of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone roomsBuilding’s mechanical, electrical, communications and mechanical chasesplumbing, projectionsHVAC or other systems serving, flueslocated in, vents, stacks, pipe shafts and other vertical penetrations, ducts and chasesor passing through the Premises.
(h) in a clean, attractive and safe condition and in a manner consistent with Upon the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver shall return the Premises to Landlord broom clean and in a similar the same condition in as on the date hereof, except for all alterations that have been performed by or on behalf of Tenant (which they existed are governed by Section 12); normal wear and tear; and condemnation or casualty loss (provided such casualty loss is not caused by the negligent act or omission of Tenant, its agents, officers, contractors, employees or invitees (except to the extent covered by insurance to be maintained under this Lease)). Any damage to the Premises, including any structural damage, resulting from Tenant’s use or from the removal of Tenant’s fixtures, furnishings and equipment shall be repaired promptly by Tenant at Tenant’s expense, except to the commencement extent covered by Landlord’s insurance. Landlord shall ▇▇▇▇ Tenant, as promptly as is practicable, for the costs of this Lease excepting reasonable any cleanup and/or repairs to the Premises necessitated by Tenant’s use and occupancy thereof (normal wear and tear and damage arising from either an insurable casualty losses caused by Landlord’s negligence or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal that of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant invitees, agents or contractors excepted) and such costs shall not be obligated to repair constitute additional rental due and payable hereunder notwithstanding any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish expiration or remove in connection with renovation termination of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Lease.
Appears in 1 contract
Sources: Office Lease (Neustar Inc)
Repairs and Maintenance. 14.1 Tenant shall take good care of the Demised Premises. Tenant, at its expense, shall promptly make all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise in and about the Demised Premises and the Building, as shall be required by reason of (i) the performance of Tenant's Changes, if Landlord or its affiliate does not perform the Tenant's Changes; (ii) the installation, use or operation of Tenant's Property in the Demised Premises by Tenant, its agents or employees; (iii) the moving of Tenant's Property in or out of the Building; or (iv) the misuse or neglect of Tenant or any of its employees, agents, contractors or invitees; but Tenant shall not be responsible, and Landlord shall be responsible, for any of such repairs as are required by reason of Landlord's neglect or other fault in the manner of performing any of Tenant's Finish Work or Tenant's Changes which may be undertaken by Landlord for Tenant's account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents, or contractors. Except if required by the neglect or other fault of Landlord or its employees, agents, or contractors, Tenant, at its expense, shall replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance, and replacement of wall and floor coverings in the Demised Premises except for ordinary wear and tear. Landlord shall be responsible for the repair and maintenance of all non-conforming ballasts existing prior to the commencement of Tenant's Work which ballasts remain as fixtures in the Demised Premises. Tenant shall be responsible for the repair and maintenance of all other ballasts.
14.2 Landlord, subject to the provisions of Section 5.4, shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Demised Premises, in good working order, condition, and repair and shall make with all due diligence all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Demised Premises, except for those repairs for which Tenant is responsible pursuant to any other provisions of this Lease.
14.3 Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption, or injury to Tenant's business arising from Landlord's making any repairs or changes which Landlord is required or permitted by this Lease or required by law, to make in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment of appurtenances of the Building or the Demised Premises, provided that Landlord shall use due diligence with respect thereto and shall perform such work, except in case of emergency, at a time reasonably convenient to Tenant and otherwise in such a manner as will not materially interfere with Tenant's use of the Demised Premises. Landlord, at its sole cost expense and expensenot subject to Section 5.4, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time shall be responsible for Comparable Class Buildings, including, but not limited to the roof, foundation roof replacement and structural elements repair and replacement during the initial term of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Repairs and Maintenance. Landlord8.1 The Premises at Tenant’s move-in will be in good operating condition, free of debris and structurally sound in accordance with industry standards in the Project area. By taking possession of the Premises, Tenant shall be deemed to have conclusively agreed to accept the Premises as being in good order, condition and repair, subject to “punchlist” items and latent defects and any representations or warranties that may be set forth elsewhere in this Lease. Except as required by Article 20 below and ordinary wear and tear and subject to Article 8.2 with regard to any Building Systems in or about the Premises, Tenant shall, at its all times during the Lease Term hereof and at Tenant’s sole cost and expense, will promptly make all replacements keep the Premises and every part thereof in good condition, order and repair except repairs resulting from the negligence, recklessness or willful wrongful act of Landlord or Landlord’s representatives, employees or other agents (collectively, “Landlord’s Agents”). Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, or maintain any nonstandard items installed in the Premises by or at the request of Tenant, except as opposed specified in Articles 13 and 20 below or in Exhibit B, if any. No representations relating to repairs and maintenance) the condition of capital items serving the Premises, the Building or the Project have been made by Landlord or Landlord’s Agents to Tenant, except as may be specifically set forth in a manner consistent with this Lease.
8.2 Subject to the standards prevailing from time to time for Comparable Class Buildingsprovisions of Article 8.1 above and Article 20 below, includingLandlord shall maintain the Common Areas, the foundation and structural portions of the Building (which shall include but not limited to the floor/ceiling slabs, roof, foundation curtain wall, exterior glass and structural elements of the Buildingsmullions, the HVAC systemcolumns, major beams, shafts (including elevator components shafts) parking areas, plazas, pavement and curbs (collectively, “Building Structures”), and the main equipment plumbing, heating, ventilation and air conditioning (“HVAC”), fire, life, safety, mechanical and electrical systems (collectively, “Building Systems”) providing the services and utilities to the Project including without limitationbe furnished by Landlord pursuant to Article 13.1 below, the Project-wide sprinkler systemsin good order and condition; provided, mechanical, electrical, life safety however if any maintenance and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is repairs are caused by the negligence act, neglect, fault, or willful misconduct omission of any duty by Tenant or its Tenant’s agents, servants, employees, or contractorsinvitees (collectively, or breach of this Lease by “Tenant’s Agents”), in which event Tenant will bear shall pay to Landlord the reasonable cost of such repairs to the extent as provided in this Leasemaintenance and repairs. In no event will Landlord shall not be liable to Tenant for any failure to make any required replacement such repairs or to perform any maintenance unless such failure persists for an unreasonable time after Tenant gives written notice to Landlord of the need for such replacement has been delivered by Tenant repairs or maintenance. Notwithstanding anything in this Lease to Landlord and Landlord shall fail the contrary, in the event of an interruption in essential services to make such replacement within a reasonable period after receipt of such notice. If Landlord fails the Premises (defined for these purposes as the failure to perform a required replacement provide HVAC service, electrical service, elevator service, water or fails restroom facilities) or Tenant’s access to repair a warranted item within a reasonable period after receipt of notice as set forth abovePremises is materially impaired, and such failure causes the Project to be without an essential building service (such as electricity interruption or HVAC but not to include elevators) which renders all or any portion impairment continues for a period of the Premises untenantable for five (5) consecutive business daysdays or twenty (20) days in any one calendar year, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (for the period that such services are not provided where such interruption or impairment materially interferes with the normal business conduct of Tenant in proportion to the area so untreatable) until such essential service is restoredPremises. If any such failure aggregates interruption occurs during a period when Tenant is not otherwise required to a total pay Rent, Tenant’s free rent period shall be extended for the number of forty-five (45) days in any twelve (12) month period, and so long as that the correction of the problem is within Landlord’s reasonable control, then services were not provided. Tenant shall have waives the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, repairs at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorexpense under any law, statute or ordinance now or hereafter in effect.
Appears in 1 contract
Sources: Lease (National Mercantile Bancorp)
Repairs and Maintenance. Landlord18.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and Project, including foundations, exterior walls, load bearing walls, windows, plate glass, roofing, and roofing covering materials, and plumbing, fire sprinkler system, heating, ventilating, air conditioning, elevator, and electrical systems installed or furnished by Landlord (and not part of the Tenant Improvements), subject to reimbursement by Tenant as its Pro Rata Share of Operating Expenses to the extent provided by Section 7. However, if such maintenance or repairs are required because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees or invitees, Tenant shall pay to Landlord the costs of such maintenance and repairs attributable to Tenant's act, neglect, fault or omission.
18.2 Except as otherwise set forth in Section 18.1, Tenant shall, throughout the term of this Lease, at its Tenant's sole cost and expenseexpense keep the Premises and every part thereof in good condition and repair, will promptly make all replacements (including plumbing, fire sprinkler, heating, ventilating, air conditioning, elevator, and electrical systems installed as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements part of the BuildingsTenant Improvements, except for damage thereto from causes beyond the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct reasonable control of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable ordinary wear and tear. Upon Tenant shall upon the expiration or earlier termination of this Lease, Tenant will the term hereof surrender and deliver the Premises to Landlord in a similar the same condition in which they existed at the commencement of this Lease excepting reasonable as when received, ordinary wear and tear and damage arising from either an insurable casualty or any cause causes beyond the reasonable control of Tenant excepted. Notwithstanding the foregoing, Tenant may elect not to replace major components of the heating, ventilating, and air conditioning system installed as part of the Tenant Improvements which fail after the first eight (8) years of the term, except to the extent required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furnitureapplicable law for health and safety reasons; however, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant Landlord shall not be obligated required to repair replace such major components either, and there shall be no abatement or reduction of Rent, nor shall Tenant be relieved from the operation of any damage covenant or agreement of this Lease, in the event such components are not replaced. In the event Tenant elects to any area which Landlord has notified replace such major components, Tenant in writing that it intends to refurbish or may remove in connection with renovation the components at the termination of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possibleLease, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect subject to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary provisions of Landlord’s construction contract with its general contractorSection 30.
Appears in 1 contract
Sources: Lease (Cytel Corp/De)
Repairs and Maintenance. Landlorda. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises, except as otherwise expressly provided in the Lease. It is hereby understood and agreed that no representations regarding the condition of the Premises have been made by Landlord to Tenant, except as expressly set forth in this Lease. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance.
b. Landlord shall keep and maintain in good order, condition and repair, the heating units and electrical serving the Premises, foundation, exterior walls (except glass materials used in structural portions), roof and structural parts of the floor. However, in the event of any damage to any of the foregoing caused by any intentional or negligent act of Tenant, its employees, agents, invitees, licensees or contractors, then the Landlord may, at its sole option, put or cause the same to be put into condition and state of repair necessary, and in such case the Tenant, on demand, shall pay the cost thereof.
c. Landlord shall be responsible for general outside maintenance of the Building. All such maintenance which is the responsibility of the Landlord shall be provided as reasonably necessary to the comfortable use and occupancy of the Premises during business hours, except Saturdays, Sundays and holidays, upon the condition that the Landlord shall not be liable for damages for failure to do so due to causes beyond its control. Landlord shall be responsible for snowplowing parking areas and walkways.
d. Except as otherwise stated herein, Tenant shall, at all times during the term of the Lease, at its own cost and expense, will promptly make all replacements (as opposed to repairs keep the Premises in good condition and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsrepair, including, including but not limited to windows, glass and plate glass, doors, interior walls and finish work, partitions, floors and floor coverings, plumbing work and fixtures, appliances, signs, lights, fixtures, and equipment furnished by Landlord, excepting damage by fire, or other casualty, and in compliance with all applicable governmental laws, ordinances and regulations, promptly complying with all governmental orders and directives for the roofcorrection, foundation prevention and structural elements abatement of the Buildingsany violations or nuisances in or upon, or connected with, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsPremises. In the event of a dispute between Landlord and that Tenant as fails to whether a particular item is a capital replacement to be made by Landlord (adequately repair or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by maintain the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day periodPremises, Landlord reserves the right to perform any and all repairs or maintenance on the Premises. In the event that Landlord performs any such repairs or maintenance, Tenant shall each select an independent disinterested engineerreimburse Landlord upon demand, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement as Additional Rent, for any and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the all costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced incurred by Landlord as described above a result of performing said repairs or maintenance with its next installment of Rent following submission to Tenant of an invoice thereof and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation documentation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcosts incurred.
Appears in 1 contract
Sources: Lease Agreement
Repairs and Maintenance. LandlordTenant will, at its sole cost and expense, will promptly make maintain in good order and repair the Premises, and all replacements of its fixtures, systems, equipment (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, excluding the HVAC system, major elevator components units) and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (improvements including, without limitation, all furnitureinterior portions of the Premises, trade fixtures interior walls, floors, ceilings, signs, lights, doors and equipment of Tenantwindows, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive safe, orderly and safe sanitary condition free of accumulation of dirt and in a manner consistent with rubbish, which obligation shall include, without limitation, providing janitorial service, unstopping drains, changing HVAC filters (if accessible inside the standards prevailing from time to time in Comparable Class BuildingsPremises) and installing bulbs, except as to reasonable wear starters and tearballasts for lighting fixtures. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty not do or suffer any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment waste or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties injury with respect to the items installed Premises, and shall take every action reasonably necessary or appropriate for the preservation and safety of the Premises. Upon prior reasonable notice (except in case of emergency when notice will not be required), Tenant will permit Landlord and its agents or representatives to enter the Premises during usual business hours for the purposes of (i) inspecting the same, (ii) verifying compliance or non-compliance by Tenant with its obligations hereunder and the existence or non-existence of any default hereunder, (iii) if Tenant fails to do so, performing any work which may be necessary to comply with any laws, ordinances, rules, regulations, or requirements of any public authority, or which may be necessary to prevent waste or deterioration in connection with the Premises, and (iv) exhibiting the Premises during the Initial Lease Term or any renewal thereof to any lender, purchaser, prospective tenant or other interested parties. Nothing in this Section imposes any duty upon the part of Landlord to do any such work or to make any repairs to the Premises of any kind whatsoever, except as specifically provided herein, and the performance thereof by Landlord but will not constitute a waiver of Tenant's default in failing to be maintained by perform the same. Tenant regarding hereby waives all statutory or other right to make repairs at the Projectexpense of Landlord. Landlord will obtain promptly, after Tenant has given Landlord notice of the warranties and guaranties as may necessity therefor, make all repairs required to be expressly required made by Landlord under Section 6.2, provided, however, that Landlord will not in any event be liable, nor will Tenant be entitled to any abatement or setoff or deduction from rent, nor will the final approved Construction Documents obligations of Tenant under this Lease be affected in any manner whatsoever, for inconvenience, annoyance, disturbance, loss of business or other damage of Tenant or any other occupant of the Premises, or any part thereof, by reason of (i) making repairs, the performing of any work on the Premises or any noise, vibration or other disturbance, (ii) bringing materials, supplies and equipment into or through the Premises, or (iii) the Premises being rendered wholly or partially untenantable because of Landlord's failure to make any repairs required to be made hereunder by Landlord. Landlord will use reasonable efforts exercise due diligence not to cause Tenant interfere with Tenant's business operation, but will not be required to be a third party beneficiary of Landlord’s construction contract with its general contractoremploy overtime labor to avoid such interference.
Appears in 1 contract
Sources: Lease Agreement (Englobal Corp)
Repairs and Maintenance. Landlord(a) Tenant shall, at its sole cost and expense, keep the Premises and its component parts in good order and condition, consistent with comparable buildings in Fairfield County, Connecticut of similar size, age and use, at all times during the Term of this Lease, preserving the effectiveness of any material warranties relating thereto, and will promptly make all replacements (as opposed to repairs capital and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsnoncapital, includingstructural and non-structural, but not limited to the roofforeseen and unforeseen, foundation ordinary and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Projectextra-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenantordinary repairs, in which event Tenant will bear the cost of such repairs compliance with Applicable Laws. The parties shall arrange an annual inspection by Landlord’s representatives to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such noticereview compliance with Tenant’s obligations hereunder. If Landlord fails any building system or component currently in use shall become obsolete to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of degree that it is no longer necessary for the Premises untenantable for five to function properly (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (another system or component has not become necessary in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital itemstherefore), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will may remove such item from the Premises and shall not be obligated to replace the same. Notwithstanding the foregoing, it is intended by the parties that Landlord shall have no obligation to repair and or maintain the Premises (and replace if necessaryor any equipment therein), whether ordinary or extraordinary.
(b) Upon the Project (including, without limitation, all furniture, trade fixtures and equipment expiration of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration Term of this Lease or earlier termination of this Lease, Tenant will surrender and deliver also provide Landlord with copies of any operating manuals in Tenant’s possession relating to (i) to the extent the same is then located in the Premises, any new equipment added to the Premises by Tenant after the Commencement Date and (ii) to Landlord the extent the same is then located in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear Premises, replacement equipment added to the Premises after the Commencement Date, as well as (iii) updates and tear and damage arising from either an insurable casualty or supplements to any cause not required such operating manuals relating to be repaired by Tenantequipment then located on the Premises. Tenant shall be obligated to repair not install any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant underground storage tank on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorLand.
Appears in 1 contract
Repairs and Maintenance. Landlorda. Landlord agrees, at its sole cost and expense, will promptly make all replacements (as opposed to repairs keep the following portions of the Building in good condition and maintenance) repair: the foundations, the structural portion of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsexterior walls, including, but not limited to the roof, foundation and structural elements the electrical, water, sewer, and gas lines located in the Building, but outside of the BuildingsLeased Premises, the HVAC system, major elevator components and the main equipment and systems providing services used in common with other tenants. Landlord shall not be obligated to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving make any repairs until it has had reasonable opportunity to have same repaired after being notified in writing of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease same by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will way shall Landlord be required to make any repairs and maintenance where such repairs and maintenance are occasioned by Tenant’s negligence. Landlord shall not be liable to Tenant for failure any damage to make any required replacement unless written notice merchandise, trade fixtures, inventory, work in process or personal property of Tenant in the need for such replacement has been delivered Leased Premises caused by Tenant water leakage from roof, water lines, sprinkler or hearting and air conditioning equipment.
b. Subject to the obligation of Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth abovein Section 9(a), Tenant agrees, at Tenant’s expense, to keep the Leased Premises in good condition and repair, clean, sanitary and safe, including, without limitation: the HVAC, plumbing, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, electrical systems and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project facilities (including, without limitation, any such systems or facilities which are outside of the Leased Premises (such as on the roof of the building) but service only the Leased Premises, other building equipment, fixtures, any property of Landlord that may be classified as personal property, and doors and windows (including all furnitureplate glass). Tenant agrees to paint the interior of the Leased Premises when, trade fixtures in Tenant’s reasonable discretion, such painting shall be necessary, in order to maintain at all times a clean and equipment of Tenantsightly appearance. If Tenant refuses or neglects to make repairs and/or maintain the Leased Premises or any part thereof, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with reasonably satisfactory to Landlord, Landlord shall have the standards prevailing from time right, upon giving Tenant reasonable written notice of its election to time in Comparable Class Buildingsdo so, except to make such repairs or perform such maintenance on behalf of and for the account of Tenant. In such event, such work shall be paid for by Tenant as to reasonable wear and tear. additional rental promptly upon receipt of a ▇▇▇▇ therefore.
c. Upon expiration or earlier termination execution of this Leaselease agreement, the Landlord and the Tenant will surrender and deliver shall coordinate a mutually acceptable schedule to have the Premises to Landlord in a similar condition in which they existed paint the office area of the leased space, at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorexpense.
Appears in 1 contract
Repairs and Maintenance. LandlordLandlord shall maintain, at its sole cost or cause to be ----------------------- maintained in first class working condition, the common areas of the Building and expensethe land upon which it is situated, will promptly make all replacements (as opposed to repairs including without limitation the lobbies, elevators, stairs, and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingscorridors, including, but not limited to the roof, foundation and foundations, structural elements of the Buildingselements, the HVAC system, major elevator components and the main equipment and building systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniturethe primary building HVAC but excluding any supplemental HVAC system serving the Premises), trade fixtures parking areas and equipment exterior walls of the Building, and the underground utility and sewer pipes outside the exterior walls of the Building, if any, except any of such repairs rendered necessary by the negligence or misconduct of Tenant, all areas devoted its agents, customers, employees, independent contractors, guests or invitees (to corridorsthe extent not released by Landlord pursuant to Section 18.2), elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chasesthe repair of which shall be paid for by Tenant within thirty (30) in a clean, attractive and safe condition and in a manner consistent days of Landlord's written demand with backup invoices. Landlord shall not alter the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination existing windows of this Lease, Tenant will surrender and deliver the Premises (whether by addition of film or otherwise). Subject to Landlord in a similar condition in which they existed at the commencement Landlord's right of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required access pursuant to be repaired by Tenant. Article 17, Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation exclusively responsible for the interior of the Project for re-letting. This Section Premises (other than structural elements of the Building and portions of the Building systems within the Premises), which shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding in good order and repair, and Landlord shall be under no obligation to inspect the Project. Landlord will obtain the warranties and guaranties Premises or, except as may be otherwise expressly required provided in the final approved Construction Documents for this Lease, repair the Premises. Tenant shall promptly report in writing to Landlord will use reasonable efforts any defective condition known to cause it which Landlord is required to repair, and failure to so report such defects shall make Tenant responsible to be a third party beneficiary Landlord for any liability incurred by Landlord by reason of such conditions. Tenant hereby waives the right to make repairs at Landlord’s construction contract with its general contractor's expense under any law, statute or ordinance now or hereafter in effect.
Appears in 1 contract
Sources: Deed of Lease (Vialog Corp)
Repairs and Maintenance. LandlordExcept as otherwise provided in Paragraph 12 of this Lease, and subject to the provisions of Paragraph 10 of this Lease, Tenant shall, at its sole cost and expense, will keep the Premises in good order, repair and tenantable condition at all times during the Term, and Tenant shall promptly make notify Landlord of all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited damages to the roofPremises and of all damaged or broken glass, foundation fixtures and structural elements of appurtenances within the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord Premises and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement thereafter repair or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes replace the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of same at Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its 's sole cost and expense; provided, will repair and maintain (and replace if necessary) the Project (includinghowever, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated required to pay for the repair or replacement of broken or damaged exterior window glass unless such repair or replacement is necessitated by the act, failure to act, or neglect of Tenant, its servants, employees, agents, invitees or guests. The costs paid or incurred by Landlord for such repairs and replacements (including Landlord's overhead and profit, and the cost of general conditions) shall be deemed additional rent reserved under this Lease due and payable forthwith. Landlord may, but shall not be required so to do, enter the Premises at all reasonable times to make any damage to any area which repairs, alterations, improvements or additions, including but not limited to, ducts and all other facilities for heating and air conditioning service, as Landlord has notified Tenant in writing that it intends to refurbish shall desire or remove in connection with renovation deem necessary for the safety, maintenance, repair, preservation or improvement of the Project Building, or as Landlord may be required or requested to do by the City of Indianapolis or by the order or decree of any court or by any other proper authority. In the event Landlord or its agents or contractors shall elect or be required to make repairs, alterations, improvements or additions to the Premises or to the Building, Landlord shall be allowed to take into and upon the Premises all material that may be required to make such repairs, alterations, improvements or additions and, during the continuance of any of said work, to temporarily close doors, entry ways, public space and corridors in the Building and to interrupt or temporarily suspend any services and facilities without being deemed or held guilty of an eviction of Tenant or for re-letting. This Section damages to Tenant's property, business or person, and the rent reserved herein shall in no way ▇▇▇▇▇ while repairs, alterations, improvements or additions are being made, and Tenant shall not apply in the case of damage be entitled to maintain any set-off or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit counterclaim for damages of any manufacturer’s warranties and guaranties with respect to the items installed kind against Landlord by Landlord but to be maintained by Tenant regarding the Projectreason thereof. Landlord will obtain may, at its option, make all such repairs, alterations, improvements, or additions in and about the warranties Building and guaranties as may be expressly required in the final approved Construction Documents Premises during ordinary business hours, but if Tenant desires to have the same done at any other time, Tenant shall pay for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorall overtime and additional expenses resulting therefrom.
Appears in 1 contract
Repairs and Maintenance. LandlordTenant covenants and agrees, at its sole cost expense without reimbursement or contribution by Landlord, to keep and expense, will promptly make maintain all replacements (as opposed to repairs and maintenance) of capital items serving improvements on the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsDemised Premises, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide foundations, exterior paint, plumbing system, electrical system, utility lines and connections to the Demised Premises, sprinkler systemsmains, mechanicalif any, electricalstructural systems (including, life safety and plumbing systems, elevatorswithout limitation, the fire alarm systems roof, roof membrane roof covering [including interior ceiling if damaged by leakage] and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, load-bearing walls and floor slabs and masonry walls) in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord good condition and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrepair. In the event the Demised Premises become or are out of a dispute between Landlord repair and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need good condition due to the failure of replacement Tenant to comply with the terms of this Article 7 and is instead part if any and all repairs necessary to restore the Demised Premises to a state of Tenant’s good condition and repair and maintenance of capital items), which dispute is are not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, completed within ten (10) days after the expiration Tenant has received written notice of such fifteen state of disrepair or if such repairs cannot reasonably be completed within such ten (1510) day period, Landlord period and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (fail to commence such repairs within ten (10) daysdays after notice and proceed diligently thereafter, then Landlord may either (i) whether terminate this Lease immediately upon delivery of written notice to Tenant or (ii) prosecute such repairs itself and add the item reasonable cost of such repairs to the next maturing monthly installment of Rent due hereunder. Notwithstanding the foregoing in question the case of an emergency, Landlord shall have the right to prosecute immediately any and all necessary repairs and shall deliver contemporaneous notification to Tenant of the emergency and related repairs and add the reasonable cost of such repairs to the next maturing monthly installment of Rent due hereunder; provided further that if contemporaneous notice is a capital replacement to be made not practicable, as determined by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agreeits sole judgment, then the engineers Landlord shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether provide such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord notice as described above and the items warranted by Landlord soon thereafter as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tearreasonably practicable. Upon expiration or earlier termination of this LeaseLease for any reason, Tenant will surrender and deliver shall return the Demised Premises to Landlord in a similar substantially the same condition it is in which they existed at on the commencement of this Lease excepting reasonable date hereof, ordinary wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorexcepted.
Appears in 1 contract
Repairs and Maintenance. Landlord16.1 Landlord and the Association shall keep in good order, at its sole cost condition, and expenserepair the Common Areas and the Building foundations, will promptly make all replacements exterior walls (as opposed to repairs except for the interior faces), and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements roof of the BuildingsBuilding, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systemsall plumbing, mechanical, electrical, life safety heating, air conditioning and plumbing systems, elevators, the fire alarm ventilation equipment and systems and repaving that service portions of the Parking AreaBuilding other than or in addition to the Premises to their point of connection into the Premises, unless the need except (as to all items) for any such replacement is damage caused by the negligence any act or willful misconduct omission of Tenant or its employees, agents, employeesinvitees, licenses, or contractors. Landlord shall not be obligated to repair the exterior or interior of doors, windows (except for the exterior windows), and plate glass, and/or showcases used on or in the Premises, and damage caused by any casualty or act of God, except as otherwise provided for herein.
16.2 Excepting all responsibilities of Landlord under this Lease, Tenant shall keep and maintain in good order, condition and repair, except for reasonable use and wear and damage by fire or other casualty, the Premises and the Building including without limitation, all interior building fixtures, walls, floors, ceilings, appliances and similar equipment and the exterior and interior portions of doors, windows (excluding the exterior windows), plate glass, and showcases in the Premises. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to repair or maintain the Building infrastructure or systems, including the roof, foundation, structural elements, exterior shell, plumbing, curtain wall, elevators, heating, ventilation, air conditioning, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice mechanical systems that service portions of the need for such replacement has been delivered Building other than from the point of connection within Tenant’s Premises.
16.3 Any and all repairs effected by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (performed in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days professional workmanlike manner, by licensed contractors, in any twelve (12) month periodcompliance with all applicable Laws, and so long as the correction Tenant or Tenant’s contractors shall obtain all permits and approvals of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. government agencies required by applicable Laws in connection therewith.
16.4 If Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement deems any repairs required to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items)Tenant necessary, which dispute is not resolved it may demand that Tenant make them by the parties within fifteen (15) days after Tenant’s giving written notice to Landlord of the Tenant’s request for , and if Tenant refuses or neglects to commence such replacement, then, repairs within ten (10) days after the expiration of such fifteen (15) day periodnotice, or fails to diligently prosecute such repairs thereafter, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement may make or cause such repairs to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineersmade. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement Landlord makes or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items causes repairs to be replaced by made, Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated responsible to repair Tenant for any loss or damage that may accrue to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation Tenant’s business by reason of the Project for re-lettingrepair work, and Tenant shall, on demand, immediately pay to Landlord the cost of the repairs. This Section shall not apply in Tenant waives the case provisions of damage Sections 1941 and 1942 of the Civil Code of the State of California and any and all other statutes or destruction Laws permitting repairs by fire a lessee at the expense of a lessor or other casualty which is covered to terminate a lease by insurance maintained by Landlord or Tenant on reason of the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit condition of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Sources: Office Lease (Zendesk, Inc.)
Repairs and Maintenance. 17.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Property, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; common fire sprinkler systems (but excluding sprinkler heads which must be maintained by Tenant); base building HVAC systems (but excluding air handlers exclusively serving the Premises which must be maintained by Tenant); common elevators; and common electrical systems installed or furnished by Landlord.
17.2. Except for services of Landlord, if any, required by Section 17.1 hereof, Tenant will take good care of the Premises and the fixtures and improvements therein (including, without limitation, all walls, doors, ceilings and lighting fixtures) and all electrical, plumbing, mechanical and HVAC equipment exclusively serving the Premises (but excluding all common utilities and common HVAC systems and all electrical, plumbing, mechanical and HVAC equipment serving portions of the Building other than the Premises) and all sprinkler heads located in the Premises, will make all repairs and replacements thereto (excluding structural repairs and replacements, unless caused by ▇▇▇▇▇▇’s acts or omissions), whether foreseen or unforeseen, ordinary or extraordinary, so as to keep the Premises in a first class condition and state of repair, reasonable wear and tear excepted, and will neither commit nor suffer any active or permissive waste or injury thereof, and shall, within fifteen (15) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant’s responsibilities shall include the maintenance, repair and replacement of all of Tenant’s signage (both interior and exterior) and all other facilities and equipment of Tenant located outside of the Premises and all improvements, systems, equipment, and other installations, including, without limitation, all related lines, conduits, pipes, cabling, connections and the like, located outside of the Premises that were installed by Tenant or installed by Landlord for Tenant as part of the Tenant Improvements or otherwise pursuant to this Lease. Landlord will maintain any Building standard air handler or Building standard condenser that exclusively serves the Premises (but any specialty equipment, such as Liebert type units and HEPA filtration units, shall remain Tenant’s responsibility) and sprinkler heads located in the Premises, but Tenant shall be solely responsible for the cost thereof as Additional Rent. Tenant’s responsibilities in conjunction therewith shall also include, but not be limited to, the cleaning of window coverings, mini-blinds and shades, the shampooing and re-stretching of carpet, and the regular painting and decorating of the Premises so as to maintain the Premises in a first-class condition and state of repair. All bulbs, tubes and lighting fixtures for the Premises shall be provided and installed by Tenant at Tenant’s cost and expense and must comply with Landlord’s sustainability practices, including any third-party rating system concerning the environmental compliance of the Building or the Premises, as the same may change from time to time. All such repair work and maintenance and any alterations permitted by Landlord shall be done at Tenant’s sole cost and expense by persons or contractors selected by ▇▇▇▇▇▇ and consented to in writing by Landlord. Tenant shall, at Tenant’s expense, but under the direction of Landlord, by contractors selected by ▇▇▇▇▇▇ and consented to in writing by Landlord, promptly repair any injury or damage to the Premises or Building caused by the misuse or neglect thereof by Tenant, by ▇▇▇▇▇▇’s contractors, subcontractors, customers, employees, licensees, agents, or invitees permitted or invited (whether by express or implied invitation) on the Premises by Tenant, or by Tenant moving in or out of the Premises. Tenant shall be responsible for all janitorial service, trash removal and biological and hazardous waste removal (if applicable) from the Premises. Tenant covenants and agrees, at its sole cost and expense: (a) to comply with all present and future laws, will promptly make orders and regulations of the Federal, State, county, municipal or other governing authorities regarding the collection, sorting, separation, and recycling of garbage, trash, rubbish and other refuse (collectively, “trash”); (b) to comply with Landlord’s recycling policy as part of Landlord’s sustainability practices where it may be more stringent than applicable law; (c) to sort and separate its trash and recycling into such categories as are provided by law or Landlord’s sustainability practices; (d) that Landlord reserves the right to refuse to collect or accept from Tenant any waste that is not separate and sorted as required by Applicable Laws or Landlord’s sustainability practices, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Landlord; and (e) that Tenant shall pay all replacements (as opposed costs, expenses, fines, penalties or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to repairs and maintenance) of capital items serving the Project in a manner consistent comply with the standards prevailing from time to time for Comparable Class Buildings, including, but provisions of this Section.
17.3. Landlord shall not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is ▇▇▇▇▇▇▇▇’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
17.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such replacement has been delivered work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by Tenant to proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
17.5. Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes clean the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion exterior of the Premises untenantable for five (5) consecutive business days, and so long as the correction exterior windows of the problem is within LandlordBuilding no more than two (2) times per year. Tenant, at Tenant’s reasonable controlsole cost and expense, then Tenant shall be entitled to an abatement of Rent (in proportion to responsible for the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction regular cleaning of the problem is within Landlordinterior of the exterior windows and any interior windows consistent with Tenant’s reasonable control, then Tenant shall have obligations under Section 17.2.
17.6. This Article relates to repairs and maintenance arising in the right to terminate this Lease. Landlord will consult with Tenant regarding ordinary course of operation of the need for replacement of capital itemsBuilding and the Property. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made casualty described in Article 23, Article 23 shall apply in lieu of this Article. In the event of eminent domain, Article 24 shall apply in lieu of this Article.
17.7. Costs incurred by Landlord (or whether pursuant to this Article shall constitute Operating Expenses. Notwithstanding the foregoing, to the extent that the cost of such item is not in need of replacement repairs and is instead part of maintenance caused by Tenant’s repair and maintenance acts, neglect, fault or omissions exceeds the limits of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but required to be maintained by Tenant regarding the Project. pursuant to this Lease but are covered by insurance maintained or required to be maintained by Landlord will obtain the warranties under this Lease, then Landlord shall file a claim for such excess pursuant to Landlord’s insurance and guaranties as may be expressly required in the final approved Construction Documents Tenant shall reimburse Landlord for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary deductible therefor any increase in premium resulting from such claim within thirty (30) days after receipt of Landlord’s construction contract with its general contractoran invoice therefor.
Appears in 1 contract
Sources: Lease (Carisma Therapeutics Inc.)
Repairs and Maintenance. Landlorda. Tenant shall keep in good order, at its sole cost condition and expenserepair the Premises and every part thereof, will promptly make all replacements structural and non-structural, (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but whether or not limited to the roof, foundation and structural elements such portion of the Buildings, Premises requiring repair or the HVAC system, major elevator components and the main equipment and systems providing services means of repairing same are reasonably or readily accessible to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of and whether or not the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within repairs occurs as a reasonable period after receipt result of Tenant's use, any prior use, the elements or age of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five Premises), including without limiting the generality of the foregoing, all plumbing, heating, air conditioning (5) consecutive business daysTenant shall procure at Tenant's expense, an air conditioning system maintenance contract), ventilating, electrical, lighting facilities and equipment within the Premises, fixtures, walls (interior and exterior, foundations, ceilings, roofs (interior and exterior), floors, windows, doors, plate glass and skylights located within the Premises, and so long as all landscaping, driveways, parking lots, fences and signs located on the correction of Premises and the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion sidewalks adjacent to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month periodPremises.
b. Tenant shall, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within less frequently than once each fifteen (15) days after Tenant’s notice to Landlord years of the Tenant’s request for such replacementTerm and Extended Terms, thenresurface the parking lot. Tenant shall, within not less frequently than once every three (3) years of the Term and Extended Terms, slurry coat and restripe the parking lot. Tenant shall, not less frequently than once each ten (10) days after years of the expiration Term and Extended Terms, repaint the exterior of such fifteen the building with the color scheme to be approved in advance by Landlord, if different from existing color scheme.
c. If at any time during the Term, including renewals or extensions, Tenant fails to maintain the Premises or make any repairs or replacements as required by ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ thirty (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (1030) days) whether the item in question is a capital replacement to be made by Landlord ' prior written notice, unless repairs are deemed emergency or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agreestructural, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant but shall not be obligated to repair required to, enter the Premises and perform the maintenance or make the repairs or replacements for the account of Tenant; any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained sums expended by Landlord or in so doing, together with interest at ten percent (10%) per annum, shall be deemed additional rent and shall be immediately due from Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary demand of Landlord’s construction contract .
d. Tenant waives the provisions of Civil Code Sections 1941 and 1942 and any other law that would require Landlord to maintain the Premises in a tenantable condition or would provide Tenant with its general contractorthe right to make repairs and deduct the cost of those repairs from the rent.
Appears in 1 contract
Sources: Lease (Heritage Oaks Bancorp)
Repairs and Maintenance. 18.1 Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems (for purposes of clarity, any supplemental HVAC serving the Premises and Tenant equipment shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord.
18.2 Except for services of Landlord, if any, required by Section 18.1, and subject to Landlord’s obligations under this Lease, Tenant shall at its Tenant’s sole cost and expense, will promptly make all replacements expense maintain and keep the Premises (as opposed to repairs and maintenance) of capital items including any supplemental HVAC serving the Project Premises, and any other Tenant systems or equipment exclusively serving the Premises) and every part thereof in a manner consistent with the standards prevailing good condition and repair, damage thereto from time to time for Comparable Class Buildings, including, but not limited ordinary wear and tear or from casualty and condemnation excepted (subject to the roof, foundation terms of Sections 24 and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above25 below), and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenshall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of such fifteen the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear and damage by casualty and condemnation excepted (15subject to the terms of Sections 24 and 25 below) day periodand with the Tenant Improvements in substantially the same condition as existed on the Term Commencement Date; and shall, Landlord at Landlord’s request and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will remove all telephone and data systems, wiring and equipment from the Premises (with respect to wiring, only to the extent installed by a Tenant Party (as defined below)), and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof.
18.3 Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease except to the extent that (a) such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance, or (b) such failure arises from Landlord’s gross negligence or willful misconduct. Tenant shall provide written notice to Landlord of any needed maintenance or repairs which Landlord is obligated to perform under this Lease, and maintain Landlord shall use reasonable good faith efforts to undertake such maintenance or repairs as soon as reasonably possible after receipt of such notice. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4 If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease; subject to compliance with Tenant’s reasonable security procedures and so long as Landlord is using commercially reasonable efforts to minimize any material adverse interference with Tenant’s use of the Premises.
18.5 This Article relates to repairs and maintenance arising in the ordinary course of operation of the Building and the Project. In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6 Costs incurred by Landlord pursuant to this Article shall constitute Operating Expenses, subject to the exclusions set forth in Section 9.1(c).
18.7 Notwithstanding anything to the contrary in this Lease, in the event of emergency that results in an interruption in services to the Premises that has the reasonable potential to become a material interference to the operation of Tenant’s equipment or the Premises with a material adverse effect on the conduct of Tenant’s business, if Landlord has not commenced restoring such services within forty-eight (48) hours after written notice from Tenant, and replace if necessary) the failure to commence such restoration is not due to the unavailability of necessary equipment, parts, materials or labor or other Force Majeure, then Tenant shall have the right, but not the obligation, to take such action and perform such work as is reasonably necessary to repair any portion or component of the Premises, Building or the Project to the extent necessary to restore such services to the Premises; provided, however, that (includinga) Tenant shall give Landlord as much advance written notice as reasonably practicable of the actions it is taking, without limitation(b) in no event shall Tenant be permitted access to, all furnitureor to take any action that would reasonably be expected to affect, trade fixtures any equipment or facilities that serve other tenants’ premises in the Building or the Project, and equipment of (c) in exercising its rights under this Section 18.7. Tenant shall be solely responsible for, and shall reimburse, indemnify, defend and hold harmless and release Landlord and its affiliates and their respective directors, officers, shareholders, members, employees, contractors and agents for, from and against, any Claims suffered or incurred by Landlord, any other tenant or any other person or entity caused by or arising from the actions taken by Tenant, all areas devoted including but not limited to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent any damage or injury to persons or property (subject to Landlord’s obligations under the last sentence of this paragraph). Tenant shall use commercially reasonable efforts to minimize interference with the standards prevailing from time rights of other tenants to time use their respective premises in Comparable Class Buildingsthe Building, except as and all work done in accordance herewith must be performed at a reasonable and competitive cost and expense. If the emergency situation resulting in the interruption of services to reasonable wear the Premises addressed by Tenant under this Section is due to the negligence or intentional misconduct of Landlord or its agents, contractors or employees, or if the work performed by Tenant to remedy such interruption of services to the Premises is not Tenant’s sole responsibility under the terms and tear. Upon expiration or earlier termination conditions of this Lease, then Landlord agrees to reimburse Tenant will surrender and deliver for the Premises to Landlord in a similar condition in which they existed at the commencement reasonable cost of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property work performed by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated pursuant to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation this Section within thirty (30) days of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorinvoice.
Appears in 1 contract
Repairs and Maintenance. Landlord, at its sole cost 18.1. Landlord shall repair and expense, will promptly make all replacements maintain the structural and exterior portions of the Building (as opposed to repairs including the roof and maintenanceany structural or exterior portions of Common Areas in the Demised Premises) and the structural and exterior and interior portions of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsCommon Areas, including, but not limited to the roofwithout limitations, foundation roofing and structural elements of the Buildingscovering materials, foundations, exterior walls, the HVAC systemplumbing, major elevator components fire sprinkler system (if any), heating, ventilating, air conditioning, elevator, and electrical systems (excluding any Building Systems exclusively serving the Demised Premise) installed or furnished by Landlord (and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving full cost thereof shall be included as a part of the Parking AreaOperating Expenses), unless the need for such maintenance or repairs are required in whole or in part because of any such replacement is caused act, neglect, fault of or omissions of any duty by the negligence or willful misconduct of Tenant or Tenant, its agents, employeesservants, employees or contractors, or breach of this Lease by Tenantinvitees, in which event case Tenant will bear shall pay to Landlord the cost of such repairs maintenance and repairs.
18.2. Subject to the extent as provided in this Lease. In no event will Landlord be liable to Tenant Section 22 and except for failure to make any services of Landlord, if any, required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveSections 18.1, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of at Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expenseexpense keep the Demised Premises and every part thereof in good condition and repair, will repair damage thereto from ordinary wear and maintain (and replace if necessary) the Project (tear excepted, including, without limitation, all furnitureBuilding Systems exclusively serving the Demised Premises. Subject to Section 22, trade fixtures and equipment of TenantTenant shall, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with upon the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Demised Premises to Landlord in a similar as good as condition in which they existed at the commencement of this Lease excepting reasonable as when received, ordinary wear and tear excepted. Other than as specifically set forth in Section 18.1 and damage arising from either an insurable casualty in the Work Letter, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Demised Premises or any cause part thereof.
18.3. Landlord shall not required be liable for any failure to be repaired make any repairs or to perform any maintenance which is an obligation of Landlord unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Tenant shall be obligated waives the rights under any applicable law, statute or ordinance now or hereafter in effect to repair make repairs at Landlord’s expense.
18.4. Repairs under this Article 18 which are obligations of Landlord are subject to allocation among Tenant and other tenants as Operating Expenses.
18.5. This Article 18 relates to repairs and maintenance arising in ordinary course of operation of the Building and any related facilities. In the event of fire, earthquake, flood, vandalism, war, or similar cause of damage incurred in connection with any removal of Tenant’s furnitureor destruction, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant this Article 18 shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation applicable and the provisions of the Project for re-letting. This Section Article 22 shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcontrol.
Appears in 1 contract
Sources: Lease (Emergent BioSolutions Inc.)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain in good condition the structural and exterior portions and Common Areas of the Building and the Property, including roofing and covering materials; foundations; exterior walls; plumbing; fire sprinkler systems (if any); heating, ventilating, air conditioning systems; elevators; and electrical systems installed or furnished by Landlord consistent with other similar properties in the rental market in which the Building is located, and in full accordance with Applicable Laws applicable to office and laboratory use generally, without regard for Tenant’s Alterations. The Common Areas shall be maintained by Landlord in compliance with the ADA except to the extent such compliance would not be required but for Tenant’s Alterations or its particular use of the Premises, as opposed to the Permitted Uses, generally. Landlord shall maintain (or provide for the maintenance of) in a neat, attractive and first-class condition all signs, roadways, landscaped areas, parking areas, sidewalks and entrances areas on the Property.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, excepting damage thereto from ordinary wear and tear, and damage by casualty or condemnation (except to the extent Tenant is obligated to restore the same) excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, excepting damage thereto from ordinary wear and tear, and damage by casualty or condemnation (except to the extent Tenant is obligated to restore the same), and matters for which Tenant is not responsible; and shall, at Landlord’s request and Tenant’s sole cost and expense, remove all telephone and data systems, wiring and equipment from the Premises, and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than as described in Exhibit B. Tenant shall be responsible, at its sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving for the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements cleaning of the BuildingsPremises and Tenant’s removal of its trash, garbage and Hazardous Materials; provided, however, that Tenant is encouraged to participate in the HVAC system, major elevator components waste removal and recycling program in place at the main equipment Property. Landlord shall provide a dumpster at the loading dock for Tenant’s use in the disposal of materials (other than Hazardous Materials and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Leaseother controlled substances).
18.3. In no event will Landlord shall not be liable to Tenant for Claims arising out of any failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance (or unless Landlord has actual knowledge of the need therefor). Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense; however, in the event that Landlord fails to make a repair or perform maintenance that is Landlord’s obligation pursuant to this Lease within applicable notice and cure periods set forth in Section 31.11, and such failure continues for ten (10) days after notice thereof to Landlord (with a copy to Landlord’s mortgagee) or such replacement has been delivered shorter period, if any, as may be feasible in case of an emergency threatening life or property (such notice to expressly state in bold and prominent print Tenant’s intention to exercise its rights under this Section), then Tenant, without being under any obligation to do so and without thereby waiving such default, may remedy such default and perform such repair for the account and at the expense of Landlord. All reasonable expenditures made by Tenant in connection therewith, including reasonable attorneys’ fees in instituting, prosecuting or defending any action or proceeding, shall be paid to Tenant by Landlord within thirty (30) days after submission by Tenant to Landlord and Landlord shall fail to make such replacement within of a reasonable period after receipt of such noticereasonably detailed invoice therefor. If Landlord fails to perform a required replacement or fails pay such costs to repair a warranted item Tenant within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service fifteen (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (4515) days in any twelve (12) month period, and so long as the correction following notice from Tenant of the problem is within Landlord’s reasonable controlsuch failure, then Tenant shall have the right to terminate recover the same by an abatement of Base Rent and the Property Management Fee, provided that such abatement (and the accrual of any interest on such amounts) shall cease at such time as and to the extent that payment is tendered to Tenant. Notwithstanding the foregoing, if the amount of the abatement is more than 25% of the aggregate amount of Base Rent due in any month, then the amount abated in any one month shall not exceed 25% of the Base Rent and the excess amount of the abatement shall be carried forward with interest at the Default Rate. Tenant’s self-help rights under this Leaseparagraph shall be exercised by Tenant only (a) with respect to conditions actually existing within the Premises and (b) with respect to conditions that materially affect Tenant’s ability to use and enjoy the Premises and to conduct Tenant’s operations therein. The provisions of this paragraph may not be exercised by or on behalf of any subtenants. Any disputes regarding Tenant’s right to have undertaken any such remedy, the amount of reimbursement claimed by Tenant, or the amount of abatement shall be resolved by arbitration as set forth below. The parties shall direct the Boston office of the AAA to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord will consult with or Tenant regarding and has not worked for either party or its affiliates at any time during the need for replacement of capital itemsprior five (5) years. In the event of a dispute between Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator. The arbitration shall be conducted in accordance with the expedited commercial arbitration rules of the AAA insofar as to whether a particular item is a capital replacement to be made by Landlord such rules are not inconsistent with the provisions of this Lease (or whether such item is not in need which case the provisions of replacement this Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and is instead part of Tenant’s repair and maintenance of capital items)attorneys’ fees, which dispute is not resolved shall be paid by such party) shall be borne equally by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for parties. Any such replacement, then, arbitration shall be commenced within ten (10) days after demand (or, if later, appointment of the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within arbitrator). Within ten (10) days) days after appointment, the arbitrator shall determine whether Tenant was entitled to exercise its self-help rights and/or the item in question amount of reimbursement to which Tenant is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital itemsentitled. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose arbitrator’s decision shall be final and bindingbinding on the parties.
18.4. The losing party If any excavation shall pay be made upon land adjacent to or under the fees Building, or shall be authorized to be made, then at reasonable times and costs upon reasonable advance notice, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such third engineerwork as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease. At a minimumSuch work will be done at Landlord’s sole cost, each and Landlord shall take such measures as are reasonably and customarily required to avoid any adverse impacts on Tenant’s use and occupancy of the engineers shall be disinterested engineers, with substantial experience Premises.
18.5. This Article relates to repairs and maintenance arising in the Miami-Dade County commercial real estate office marketordinary course of operation of the Building and the Property. Except for In the specific capital items to be replaced event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain pursuant to this Article shall constitute Operating Expenses (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration unless otherwise limited or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall applyexcluded under Article 9). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Sources: Lease (Aveo Pharmaceuticals Inc)
Repairs and Maintenance. 18.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building (including water tightness thereof) and Project, including, without limitations, roofing and covering materials, foundations, exterior walls, the plumbing, fire sprinkler system (if any), heating, ventilating, air conditioning, elevator, and electrical systems thereof (and the full cost thereof shall be included as a part of Operating Expenses as provided in Article 7), unless such maintenance or repairs are required in whole or in part because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the cost of such maintenance and repairs. Notwithstanding anything to the contrary 21 25 set forth elsewhere in this Lease, Landlord, at its sole cost and expenseexpense and not as an Operating Expense, will promptly make all replacements (as opposed to repairs and maintenance) shall be responsible for maintaining the structural integrity of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation the exterior walls and structural elements the floor slabs of the BuildingsBuilding. In the event that Tenant desires to independently arrange for certain services otherwise furnished by Landlord (other than landscaping), the HVAC systemTenant shall give notice to Landlord of such desire and, major elevator components and the main equipment and systems providing services subject to the Project including without limitationLandlord's approval, the Project-wide sprinkler systemswhich approval shall not be unreasonably withheld, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any Tenant may make such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, arrangements in which event Tenant will bear shall pay the entire cost of such repairs therefor directly to the extent provider thereof and no costs associated with any such service shall be included in Operating Expenses. In the event Landlord approves of any such arrangement, Landlord reserves the right to monitor the work or services provided by any such provider. Upon request by Landlord in the event that Landlord is dissatisfied with a provider or with the work or services provided, Tenant shall terminate any such arrangements provided that Tenant shall have no less than forty five (45) days following receipt of Landlord's request to effect such termination. In addition, upon request by Landlord Tenant shall promptly furnish to Landlord copies of all documents, contracts, work orders and other instruments executed in connection with any such arrangement.
18.2 Except for services of Landlord, if any, required by this Lease, Tenant shall at Tenant's sole cost and expense keep the Demised Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Demised Premises to Landlord in as good condition as when received, ordinary wear and tear and damage by casualty excepted. Except as otherwise specifically provided herein, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof.
18.3 Except as provided in this Lease. In no event will Section 16.2, Landlord shall not be liable to Tenant for any failure to make any required replacement repairs or to perform any maintenance which is an obligation of Landlord unless such failure shall persist for an unreasonable time after written notice of the need for of such replacement has been delivered by Tenant repairs or maintenance is given to Landlord and Landlord shall fail by Tenant. Tenant waives the rights under any law, statute or ordinance now or hereafter in effect to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice repairs at Landlord's expense, Tenant's rights being only as set forth abovein this Lease.
18.4 Repairs under this Article 18 which are obligations of Landlord are subject to allocation among Tenant and other tenants as Operating Expenses.
18.5 This Article 18 relates to repairs and maintenance arising in ordinary course of operation of the Building, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or and any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, vandalism, war, or whether such item is not in need similar cause of replacement and is instead part of Tenant’s repair and maintenance of capital items)damage or destruction, which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant Article 18 shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish applicable and the provisions of Article 22 entitled "Damage or remove in connection with renovation of the Project for re-letting. This Section Destruction" shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcontrol.
Appears in 1 contract
Sources: Lease (Gene Logic Inc)
Repairs and Maintenance. 18.1 Landlord shall repair and maintain the Building and Project, including the structural and exterior portions and Common Areas of the Building and Project, and including roofing and covering materials, the plumbing, fire sprinkler system (if any), water, sewer, heating, ventilating, air conditioning, elevator, and electrical and all mechanical and utility systems, installed or furnished by Landlord in a first-class condition, and to comply with applicable laws.
18.2 Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant's sole cost and expenseexpense keep the Premises in good condition and repair, will promptly make all replacements (damage thereto from causes beyond the reasonable control of Tenant and ordinary wear and tear excepted. Tenant shall upon the expiration or sooner termination of the term hereof surrender the Premises to Landlord in the same condition as opposed when received, ordinary wear and tear damage from causes beyond the reasonable control of Tenant excepted. Landlord shall have no obligation to repairs alter, remodel, improve, repair, decorate or paint the Premises or any part thereof during the term or any extended term of the Lease. Landlord shall also maintain and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited repair any damage to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is Premises caused by the negligence or willful misconduct of Tenant Landlord or its agentsagents or employees' negligence, employees, or contractors, fault or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will duty.
18.3 Landlord shall not be liable to Tenant for any failure to make any required replacement repairs or to perform any maintenance which is an obligation of Landlord unless such failure shall persist for an unreasonable time after written notice of the need for of such replacement has been delivered by Tenant repairs or maintenance is given to Landlord by Tenant. Except as provided in Articles entitled, "Damage or Destruction" and "Eminent Domain" or as otherwise provided in this Lease, there shall be no abatement of rent and no liability of Landlord shall fail by reason of any injury to make such replacement within a reasonable period after receipt or interference with Tenant's business arising from the making of such notice. If Landlord fails any repairs, alterations or improvements in or to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Building or the Premises untenantable for five (5) consecutive business daysor in or to fixtures, appurtenances and equipment therein. Tenant waives the rights under Section 1941 and 1942 of the California Civil Code or under any law, statute or ordinance now or hereafter in effect to make repairs at Landlord's expense.
18.4 Repairs and maintenance under this Article 18 which are obligations of Landlord are subject to allocation among tenants as Operating Expenses. However, if the repairs or maintenance are required in whole or in part because of any neglect, fault of or omissions of any duty by Tenant, its agents or employees, and so long as the correction cost of such maintenance and repair is not covered by insurance maintained by Landlord, Tenant shall pay to Landlord the entire cost of such maintenance and repairs, not just its Pro Rata Share.
18.5 This Article 18 relates to repairs and maintenance arising in ordinary course of operation of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in Building and any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, vandalism, war, or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire this Article 18 shall not be applicable and the provisions of Article 22 entitled "Damage or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof Destruction" shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties apply and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcontrol.
Appears in 1 contract
Sources: Lease (Genetronics Biomedical LTD)
Repairs and Maintenance. 18.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); elevators; and electrical systems installed or furnished by Landlord.
18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expenseexpense maintain and keep the Premises and every part thereof in good condition and repair, will promptly make all replacements (as opposed to repairs damage thereto from ordinary wear and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth abovetear excepted, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, thenshall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of such fifteen the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is casualty repairs that are not in need of replacement and is instead part of Tenant’s repair responsibility pursuant to this Lease) excepted; and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenantshall, at its Landlord’s request and Tenant’s sole cost and expense, will repair remove all telephone and maintain (and replace if necessary) the Project (includingdata systems, without limitation, all furniture, trade fixtures wiring and equipment of Tenantfrom the Premises, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any area which Landlord has notified Tenant in writing that it intends part thereof, other than pursuant to refurbish or remove in connection with renovation the terms and provisions of the Project Work Letter.
18.3. Landlord shall not be liable for re-lettingany failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem reasonably necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease.
18.5. This Section shall not apply Article relates to repairs and maintenance arising in the case ordinary course of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on operation of the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties Building and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6. Costs incurred by Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts pursuant to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article shall constitute Operating Expenses.
Appears in 1 contract
Repairs and Maintenance. Landlord, at its sole cost and expense, will promptly make all replacements (Section 7.01 Except as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as otherwise provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above Article, Tenant, at its sole cost and expense, will shall maintain each of the Demised Properties and each part thereof, structural and non-structural, in good order, condition and repair, including all areas outside of any buildings (including all sidewalks, driveways, landscaping, trash enclosures, and trash compacting and loading areas on the Demised Properties), and including any roof on any buildings, in a neat and clean condition, and shall take such reasonable actions necessary for the preservation and safety thereof. Landlord shall have no duty whatsoever to maintain, replace, upgrade, or repair and maintain any portion of the Demised Properties, including any structural items, roof or roofing materials. In connection with Tenant’s obligations under this Section 7.01, Landlord hereby assigns to Tenant (and replace if necessary) to the Project (includingextent assignable), without limitationrecourse or warranty whatsoever, all furnitureassignable warranties, trade fixtures guaranties, indemnities and equipment similar rights (collectively, “Warranties”) which Landlord may have against any manufacturer, seller, engineer, contractor or builder in respect of Tenantany of the Demised Premises. Landlord shall use commercially reasonable efforts to assist Tenant in the enforcement of the Warranties and any other warranties, all areas devoted to corridorsguaranties, elevator lobbiesindemnities and similar rights which Landlord may have against any manufacturer, restroomsseller, mechanical roomsengineer, janitorial closetscontractor or builder in respect of any of the Demised Premises, electrical and telephone closetsin each case, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and accordance with their respective terms. Such assignment shall remain in a manner consistent with effect until the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, whereupon such assignment shall cease and all of the Warranties shall automatically revert to Landlord. In confirmation of such reversion Tenant will surrender shall execute and deliver promptly -10- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 any certificate or other document reasonably required by Landlord. Landlord shall also retain the Premises right to Landlord in a similar condition in which they existed enforce any Warranties upon the occurrence of an Event of Default.
Section 7.02 Promptly following the Commencement Date, Tenant covenants to take such reasonable actions and efforts to complete, at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furnituresole cost and expense, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation during the first (1st) year of the Project for re-letting. This Section shall not apply in Lease Term, the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant recommended repairs listed on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties Schedule 7.02 attached hereto and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be made a third party beneficiary of Landlord’s construction contract with its general contractorpart hereof.
Appears in 1 contract
Repairs and Maintenance. Landlord, at its sole cost and expense, will promptly make all replacements (as opposed 17.1. Subject to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above obligations hereunder, Tenant, at its sole cost and expense, will repair shall maintain and maintain (and replace if necessary) keep the Project (including, without limitationPremises, all furnitureimprovements thereon, trade fixtures and equipment of Tenantall appurtenances thereto, all areas devoted including but not limited to corridorssidewalks, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending parking areas, lobby areascurbs, refuse dumpstersroads, loading docks driveways, lighting standards, landscaping, sewers, water, gas and other similar electrical distribution systems and facilities, Building stairsdrainage facilities, Building elevator shaftsand all signs, elevator mechanical roomsboth illuminated and non-illuminated that are now or hereafter on the Premises, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe good condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by TenantPermitted Use. Tenant shall be obligated to repair any damage incurred in connection with any removal make all repairs, replacements and improvements, including, without limitation, all HVAC, plumbing and electrical repairs, replacements and improvements required, and shall keep the same free and clear from all rubbish and debris, excluding, however, the foundation, slab, structural portions of Tenant’s furniturethe walls and roof (not including the membrane), equipment or other personal property and structural steel aspects of the Buildings. All repairs made by Tenant shall be at least equal in quality to the original work, and shall be made only by a licensed, bonded contractor approved in advance by Landlord (which shall not be unreasonably withheld, conditioned or its agentsdelayed); provided, representatives however, that such contractor need not be bonded or employeesapproved by Landlord if the non-structural alterations, provided that repairs, additions or improvements to be performed do not exceed Fifty Thousand Dollars ($50,000) per occurrence or an aggregate amount of One Hundred Thousand Dollars ($100,000) in any twelve (12) month period. Tenant shall not be obligated take or omit to repair take any damage to any area action, the taking or omission of which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of cause waste, damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as injury to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Tenant shall indemnify, defend (by legal counsel acceptable to Landlord) and hold harmless Landlord will use reasonable efforts from and against any and all Claims (as defined below) arising out of the failure of Tenant or Tenant’s Agents to cause Tenant perform the covenants contained in this Section. “Tenant’s Agents” shall be defined to be a third party beneficiary of Landlordinclude Tenant’s construction contract with its general contractorofficers, employees, agents, contractors, invitees, customers and subcontractors.
Appears in 1 contract
Sources: Lease Agreement (Illumina Inc)
Repairs and Maintenance. Landlord(a) Subject to Section 2(b) above, at its sole cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements by taking possession of the BuildingsPremises, Tenant shall be deemed to have accepted the HVAC systemPremises as being in good and sanitary order, major elevator components condition and repair, including the main equipment initial Tenant Improvements, in good, clean and systems providing services to first-class condition and repair, and in any event in at least as good condition as on the Project including without limitationCommencement Date, reasonable wear and tear excepted. Without limiting the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving generality of the Parking Areaforegoing (but subject to Section 2(b) above), Tenant shall be solely responsible for maintaining and repairing all fixtures, non-Building standard electrical lighting, ceilings and floor coverings, windows, doors, plate glass, skylights, and interior walls within the Premises using the same quality of materials as used in the original construction. In addition, Tenant shall be responsible for all repairs made necessary by Tenant or any Tenant Party. Landlord acknowledges that Tenant shall have no obligation to repair or maintain any areas of the Building outside of the Premises, unless the need for such repair or maintenance is required due to acts of Tenant or any such replacement is caused by Tenant Party. Excepting maintenance, repairs or replacements required due to the negligence or willful misconduct of Tenant or Landlord, its agents, employees, contractors and subcontractors, Tenant acknowledges that Landlord shall have no obligation to maintain, repair or contractorsreplace any telecommunications or computer cabling or wiring which is located in the Premises or which exclusively serves the Premises (collectively, “Cabling”). Tenant shall, at Tenant’s expense, contract with a reputable contractor to maintain the Cabling. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or breach paint the Premises except as specifically set forth in this Lease. Under no circumstances shall Tenant make any repairs to the Building or to the mechanical, electrical or heating, ventilating, air conditioning, fire sprinkler or energy management control systems of this Lease the Premises or the Building, unless such repairs are previously approved in writing by Landlord, which shall not be unreasonably withheld, conditioned or delayed. Tenant waives the provisions of 1931(1), 1941 and 1942 of the California Civil Code, and any similar or successor law regarding Tenant, in which event Tenant will bear the cost ’s right to make repairs and deduct expenses of such repairs from the Rent due under this Lease.
(b) Landlord shall operate the Building to a standard of quality consistent with that of other comparable office buildings in the extent City and County of San Francisco as of the Commencement Date and shall replace Building standard lamps, starters and ballasts (all nonstandard lighting within the Premises shall be the responsibility of Tenant).
(c) Landlord shall be responsible for maintaining and repairing all structural portions of the Building and shall maintain the roof, sidewalls, and foundations of the Building in good, clean and safe condition and repair. Landlord shall also maintain all Building Common Areas. Landlord shall be responsible for maintenance and repair of all Building Systems, provided, however, that Tenant shall be responsible for maintaining all fixtures and equipment, including sink(s), which may be located within the Premises. Except as otherwise provided in this Lease. In , Landlord shall have no event will liability to Tenant, nor shall Tenant’s obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord be liable to Tenant for failure making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenants’ lease or required by law to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Building or the Premises. Landlord shall use reasonable efforts to minimize any interference with Tenant’s business at the Premises. If Tenant fails to maintain the Premises untenantable for five (5) consecutive business as required in Section 11(a), Landlord may give Tenant 30 days, ’ written notice to do such acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work within such time period and so long as the correction of the problem is within Landlord’s reasonable controlthereafter diligently prosecute it to completion, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant Landlord shall have the right to terminate this Leasedo such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant promptly after demand with interest at the Prime Rate plus 2% per annum, from the date of such work, but not to exceed the maximum amount then allowed by law. Landlord will consult shall have no liability to Tenant for any damage, inconvenience, or interference with Tenant regarding the need for replacement use of capital items. In the event of a dispute between Landlord and Premises by Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether the result of performing any such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by work. For the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination purpose of this Lease, Tenant will surrender and deliver the Premises to Landlord “Prime Rate” shall mean the rate, or base rate, reported in a similar condition the Money Rates column or section of The Wall Street Journal as being the base rate on corporate loans at large U.S. money center commercial banks (whether or not such rate has actually been charged by any such bank) on the first date on which The Wall Street Journal is published in the month preceding the month in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorsubject costs are incurred.
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Repairs and Maintenance. (a) Except as specifically otherwise provided in subparagraphs (b) and (c) of this Article, Tenant, at its sole cost and expense and throughout the Term (as may be extended) of this Lease, shall keep and maintain the Premises in good order and condition, free of accumulation of dirt and rubbish, and shall promptly make all repairs other than repairs to the footings and foundations and the structural steel columns and girders forming a part of the Premises necessary to keep and maintain such good order and condition. Tenant shall have the option of replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant's desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the Premises with a reasonable time of notice to Landlord and shall charge Tenant for such services at Landlord's standard rate (such rate to be competitive with the market rate for such services). Tenant shall not use or permit the use of any portion of the Premises for outdoor storage except for exterior chemical storage in connection with Tenant's business operations at the Premises, provided that (i) the proposed storage area is designated on the plans to be provided in advance to the Landlord for its approval, (ii) Tenant has received, at its sole cost and expense, will promptly make all replacements federal, state and local permits, approvals and authorizations for the utilization of said storage area, (as opposed to repairs iii) the installation, use and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements operation of the Buildingsstorage area complies with all federal, state and local environmental and other laws, rules and regulations, and (iv) in the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of event that said storage area utilizes an area that would otherwise constitute one or more parking spaces in the Parking Area, unless the need parking space or spaces utilized for any such replacement storage area shall be counted in the number of parking spaces that Landlord is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs required to the extent as provided in this Lease. In no event will Landlord be liable furnish to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenanthereunder. Tenant shall be obligated permitted to repair any damage incurred utilize the area that the previous tenant in the Premises utilized as a storage area provided, however, that Tenant hereby acknowledges that Landlord makes no representations, warranties or covenants regarding whether appropriate federal, state and local permits, approvals, and authorizations were previously obtained in connection with any removal of Tenant’s furnituresaid storage area. When used in this Article 15, equipment or other personal property the term "repairs" shall include replacements and renewals when necessary. All repairs made by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated utilize materials and equipment which are at least equal in quality and usefulness to repair any damage to any area which Landlord has notified Tenant those originally used in writing that it intends to refurbish or remove in connection with renovation of constructing the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties Building and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorshall maintain all HVAC systems serving the Building and the Premises.
Appears in 1 contract
Repairs and Maintenance. 17.1. Landlord shall repair and maintain the Project Common Areas, including, without limitation, repair and maintenance of landscaping, parking facilities, driveways, walkways, lighting, utilities, snow removal, irrigation and storm water management systems (and the full cost thereof shall be included as a part of Operating Expenses), unless such maintenance or repairs are required in whole or in part because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the cost of such maintenance and repairs.
17.2. Except for services of Landlord, if any, required by Section 17.1, Tenant shall at its Tenant’s sole cost and expenseexpense keep the Demised Premises and every part thereof in good condition and repair, will promptly make damage thereto from ordinary wear and tear and condemnation excepted. Tenant shall, upon the expiration or earlier termination of the Term, surrender the Demised Premises to Landlord in as good as condition as when received, condemnation and ordinary wear and tear excepted. Other than as specifically set forth in the Work Letter, Landlord shall have no obligation to alter, remodel, improve, repair, decorate, or paint the Demised Premises or any part thereof.
17.3. [Intentionally Omitted.]
17.4. Tenant shall at all replacements (as opposed to repairs times during the Term maintain and maintenance) of capital items serving operate the Building in a first-class manner for the uses set forth in Section 2.1.10. Landlord shall at all times during the Term maintain and operate the Project in a first-class manner consistent with for (i) pharmaceutical, biological or medical device research laboratory uses and related manufacturing, warehouse and distribution uses, or (ii) first-class office uses.
17.5. This Article 17 relates to repairs and maintenance arising in the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements ordinary course of operation of the BuildingsBuilding, the HVAC system, major elevator components Project and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, war, or whether such item is not in need similar cause of replacement and is instead part of Tenant’s repair and maintenance of capital items)damage or destruction, which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant Article 17 shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish applicable and the provisions of Article 21 entitled “Damage or remove in connection with renovation of the Project for re-letting. This Section Destruction” shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcontrol.
Appears in 1 contract
Sources: Lease Agreement (Qiagen Nv)
Repairs and Maintenance. Landlord14.01 Tenant shall take good care of the Demised Premises and the fixtures and appurtenances therein, but Landlord shall make all repairs thereto, including structural repairs, as and when needed to preserve them in good working order and condition. However, Tenant, at its sole cost and expense, will shall promptly make all replacements repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building, as shall be required by reason of (i) the performance or existence of Tenant's Changes, (ii) the installation, use or operation of Tenant's Property in the Demised Premises, (iii) the moving of Tenant's Property in or out of the Building, or (iv) the misuse or neglect of Tenant or any of its employees, agents or contractors; but Tenant shall not be responsible, and Landlord shall be responsible, for any of such repairs as opposed to repairs are required by reason of Landlord's neglect or other fault of Landlord or its employees, agents or contractors.
14.02 Landlord shall keep and maintenance) of capital items maintain the Building and its fixtures, appurtenances, systems and facilities serving the Project Demised Premises, in a manner consistent with good working order, condition and repair and shall make all repairs, structural and otherwise, interior or exterior, as and when needed in the standards prevailing from time Building, except for those repairs for which Tenant is responsible pursuant to time for Comparable Class Buildingsany other provisions of this Lease, includingand subject to all other provisions of this Lease, including but not limited to the roof, foundation and structural elements provisions of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent Article 21.
14.03 Except as expressly otherwise provided in this Lease. In , Landlord shall have no event will Landlord be liable liability to Tenant for failure by reason of any inconvenience, annoyance, interruption or injury to make business arising from Landlord or any tenant making any repairs or changes or performing maintenance services, whether or not Landlord is required replacement unless written notice of the need for such replacement has been delivered or permitted by Tenant to Landlord and Landlord shall fail this Lease or by law to make such replacement within a reasonable period after receipt of such notice. If Landlord fails repairs or changes or to perform a required replacement such services in or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysBuilding or the Demised Premises, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (or in proportion or to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniturefixtures, equipment or other personal property by Tenant appurtenances of the Building or its agents, representatives or employeesthe Demises Premises, provided that Landlord shall use due diligence with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant shall and otherwise in such manner and to the extent practical as will not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection unreasonably interfere with renovation Tenant's use and occupancy of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Demised Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Sources: Lease (RSL Communications PLC)
Repairs and Maintenance. Landlord8.1 The Premises at Tenant’s move-in will be in good operating condition, free of debris and structurally sound in accordance with industry standards in the Project area. By taking possession of the Premises, Tenant shall be deemed to have conclusively agreed to accept the Premises as being in good order, condition and repair, subject to “punchlist” items of which Tenant notifies Landlord within ten (10) days of taking occupancy and latent defects. Except as required by Article 20 below and ordinary wear and tear, Tenant shall, at its all times during the Lease Term and at Tenant’s sole cost and expense, will promptly make all replacements (as opposed to keep the Premises and every part thereof in good condition, order and repair except repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing resulting from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Landlord or Landlord’s representatives, employees or other agents (collectively, “Landlord’s Agents”). Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, or maintain any nonstandard items installed in the Premises by or at the request of Tenant, except as specified in Articles 13 and 20 below or in Exhibit B, if any. No representations relating to the condition of the Premises, the Building or the Project have been made by Landlord or Landlord’s Agents to Tenant, except as may be specifically set forth in this Lease.
8.2 Subject to the provisions of Article 8.1 above and Article 20 below, Landlord shall maintain the Common Areas, the foundation and structural portions of the Building, and the plumbing, heating, ventilation and air conditioning (“HVAC”), fire, life, safety, mechanical and electrical systems outside of the Premises providing the services and utilities to be furnished by Landlord pursuant to Article 13.1 below, in good order and condition; provided, however if any maintenance and repairs are caused by the act, neglect, fault, or omission of any duty by Tenant or its Tenant’s agents, servants, employees, or contractorsinvitees (collectively, or breach of this Lease by “Tenant’s Agents”), in which event Tenant will bear shall pay to Landlord the reasonable cost of such repairs to the extent as provided in this Leasemaintenance and repairs. In no event will Landlord shall not be liable to Tenant for any failure to make any required replacement such repairs or to perform any maintenance unless such failure persists for an unreasonable time after Tenant gives written notice to Landlord of the need for such replacement has been delivered by Tenant repairs or maintenance. Notwithstanding anything in this Lease to Landlord and Landlord shall fail the contrary, in the event of an interruption in essential services to make such replacement within a reasonable period after receipt of such notice. If Landlord fails the Premises (defined for these purposes as the failure to perform a required replacement provide HVAC service, electrical service, elevator service, water or fails restroom facilities) or Tenant’s access to repair a warranted item within a reasonable period after receipt of notice as set forth abovePremises is materially impaired, and such failure causes the Project to be without an essential building service (such as electricity interruption or HVAC but not to include elevators) which renders all impairment is caused by Landlord’s or any portion Landlord’s Agent’s negligent or willful misconduct and continues for a period of the Premises untenantable for five (5) consecutive business daysdays or twenty (20) days in any one calendar year, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (for the period that such services are not provided where such interruption or impairment materially interferes with the normal business conduct of Tenant in proportion the Premises and Tenant is unable to and does not use the area so untreatable) until such essential service is restoredPremises. If any such failure aggregates interruption occurs during a period when Tenant is not otherwise required to a total pay Rent, Tenant’s free rent period shall be extended for the number of forty-five (45) days in any twelve (12) month period, and so long as that the correction of the problem is within Landlord’s reasonable control, then services were not provided. Tenant shall have waives the right to make repairs at Landlord’s expense or terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (Lease under any law, statute or whether such item is not ordinance now or hereafter in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractoreffect.
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Sources: Lease (Ritter Pharmaceuticals Inc)
Repairs and Maintenance. Landlord(a) Tenant shall, at its Tenant's sole cost and expense, will promptly maintain the Premises in good, clean and safe condition and repair, ordinary wear and tear excepted. Without limiting the generality of the foregoing, Tenant shall be solely responsible for maintaining and repairing all fixtures, electrical lighting, ceilings and flooring coverings, windows, doors, plate glass, skylights, and interior walls within the Premises. In addition, Tenant shall be responsible for all repairs made necessary by Tenant, its employees, agents, contractors or invitees. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises except as specifically set forth in this Lease. Under no circumstances shall Tenant make all replacements (as opposed to any repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roofBuilding or to the mechanical, foundation and structural elements electrical or heating, ventilating or air conditioning systems of the Buildings, Premises or the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking AreaBuilding, unless such repairs are previously approved in writing by Landlord, which shall not be unreasonably withheld or delayed.
(b) Landlord, at its expense, shall be responsible for repairing any (i) patent defects in the need for any such replacement is caused Tenant Improvements constructed by the negligence or willful misconduct of Tenant or Landlord, its agents, employees, or contractorscontractors and/or subcontractors, or breach for a period of this Lease by Tenantone year following Substantial Completion and (ii) latent defects, in which event Tenant will bear the cost of such and making all structural repairs to the extent Building and Project, and shall maintain the roof, sidewalls, and foundations of the Building in good, clean and safe condition and repair. Landlord shall also maintain all landscaping, driveways, parking lots, fences, signs, sidewalks and other exterior Project Common Areas and interior Building Common Areas of the Project in a first class condition. Landlord, at its expense, shall be responsible for maintenance and repair of all plumbing, heating, electrical, air conditioning and ventilation systems. Subject to the limitations set forth in Section 7 of this Lease, all expenses incurred by Landlord pursuant to this Section 13(b) shall be within the definition of Operating Expenses. The foregoing obligations of Landlord contained in this Section 13(b) are collectively referred to as "LANDLORD'S REPAIRS". Except as otherwise provided in this Lease, Landlord shall have no liability to Tenant, nor shall Tenant's obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord making any repairs or changes which Landlord is required or permitted by this Lease or by any other tenants' lease or required by law to make in or to any portion of the Building or the Premises. In Landlord shall use reasonable efforts to minimize any interference with Tenant's business at the Premises, including performing work during off-business hours, and shall provide Tenant with written notice prior to commencing any repairs or changes which might interfere with Tenant's business at the Premises. If Tenant fails to maintain the Premises in good order, condition and repair, Landlord may give Tenant thirty (30) days written notice to do such acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work within such time period and diligently prosecute it to completion, then Landlord shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant promptly after demand with interest at the "REFERENCE RATE" (formerly, "Prime Rate") then being charged by the San Francisco main office of Bank of America NT & SA plus two percent (2%) per annum, from the date of such work, but not to exceed the maximum amount then allowed by law. Except as set forth in this Lease, Landlord shall have no event will Landlord be liable liability to Tenant for any damage, inconvenience, or interference with the use of the Premises by Tenant as the result of performing any such work. Notwithstanding the foregoing, if as a result of Landlord's failure to make perform the Landlord's Repair (delays due to Force Majeure Events and/or Tenant Delays shall not constitute a Landlord's failure to perform the Landlord's Repairs), Tenant is unable to conduct business operations within the Premises, to the extent that such disruption continues for three (3) business days, for each day thereafter until such disruption ceases, Tenant shall be entitled to a single day of Base Rent-free possession of the Premises; provided, however, if Tenant proceeds under Section 13(b) or 13(c), such abatement shall cease upon Tenant's completion of such repair or the date that such repair would have been completed had Tenant utilized its commercially reasonable efforts, which ever is sooner.
(c) Notwithstanding any required replacement unless other provisions of this Lease to the contrary, upon receipt of written notice of (the need for such replacement has been delivered by "FIRST REPAIR NOTICE") from Tenant to that Landlord and Repairs are required, Landlord shall fail cause such repair to make such replacement be made within a reasonable period of time given the circumstances but in no event later than thirty (30) days after receipt it receives the Repair Notice; provided, however, that if the repair is of such noticea nature that it cannot be completed within thirty (30) days (which fact shall be indicated in writing delivered to Tenant by Landlord), then such longer time as reasonably necessary to complete such repairs. If Landlord fails to perform a required replacement or make the repair within the said time period, Tenant may give an additional notice (the "SECOND REPAIR NOTICE") to Landlord. If Landlord fails to commence thereafter such repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction days after receipt of the problem is within Landlord’s reasonable controlSecond Repair Notice and thereafter diligently pursue said repair to completion, then Tenant may perform such repair. All repairs performed by Tenant pursuant to this Section shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by a qualified licensed contractor(s) with sufficient expertise in such matters and in accordance with all applicable laws, statutes and ordinances. Landlord (or whether such item is not in need of replacement and is instead part of shall reimburse Tenant for Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties 's actual costs incurred within fifteen (15) days after Landlord's receipt of a written demand from Tenant’s notice to , which demand shall include supporting invoices. Amounts not paid by Landlord of within such time period shall accrue interest at the Tenant’s request Reference Rate until paid in full. If Landlord disputes the need for such replacementrepair, then, Landlord shall deliver written notice of such disagreement to Tenant within ten (10) days after its receipt of the expiration Repair Notice. Notwithstanding such dispute, Tenant may cause such repair to be completed pending resolution of such fifteen (15) day period, Landlord and Tenant dispute. The dispute shall each select an independent disinterested be resolved by a mutually acceptable third party engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final binding upon Landlord and bindingTenant. The losing party shall pay the fees and costs of such third engineer. At a minimumthe engineer or arbitrator, each whichever is applicable.
(d) Landlord acknowledges that certain of the engineers Landlord Repairs may have to be made on an expedited basis due to a material disruption of Tenant's business operations caused by such condition, which condition shall be disinterested engineersreferred to as an "EMERGENCY CONDITION." In this regard, with substantial experience in the Miamievent an Emergency Condition relating to a Landlord Repair exists, Tenant shall deliver to Landlord, by facsimile, a written notice ("EMERGENCY NOTICE") describing such Emergency Condition. The Emergency Notice shall, in bold typed across the top, stating "AN EMERGENCY SITUATION EXISTS AT THE PREMISES REQUIRING YOUR IMMEDIATE ATTENTION." In the event that Landlord fails to commence repair of the Emergency Condition within twenty-Dade County commercial real estate office market. Except four (24) hours (if such situation occurs during non-business hours, Tenant shall utilize Landlord's paging system, the procedure for which shall be provided to Tenant prior to the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above Commencement Date), Tenant, at its sole cost using licensed contractors which are qualified to perform such tasks in compliance with applicable laws, shall have the right to make the Landlord Repairs; provided, however, such repairs shall be limited to the temporary remediation of such Emergency Condition and expense, will Landlord shall thereafter be responsible for the full repair of such condition. Landlord shall reimburse Tenant's actual expenses incurred in making such temporary remediation repairs within fifteen (15) days following Landlord's receipt of written demand and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from supporting invoices. Amounts not paid by Landlord within such time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed period shall accrue interest at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred Reference Rate until paid in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorfull.
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Repairs and Maintenance. Landlord, at its sole cost 18.1. Landlord shall keep and expense, will promptly make all replacements (as opposed to repairs maintain in good order and maintenance) of capital items serving repair the Building and Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation structure and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanicalincluding the foundation, roof and roof covering materials, exterior walls, elevators, electrical, life plumbing, fire and safety and plumbing systems, elevatorssecurity systems, the fire alarm systems HVAC. systems, entrance, sidewalks, lobbies, stairways, landscaped areas, parking facilities, lobbies and repaving other common areas and facilities of the Parking AreaBuilding (and the full cost thereof shall be included as a part of Operating Expenses, unless expressly excluded pursuant to Article 7). In addition, Landlord covenants with Tenant to proceed with due diligence to remedy, as promptly as is feasible under the need for circumstances, any such replacement is caused by the negligence or willful misconduct material interruption of Tenant or its agents, employees, or contractors, or breach of this Lease services. Landlord shall in no event be required to make repairs to leasehold improvements made by Tenant, or another tenant. Tenant agrees to deliver notice to Landlord, as promptly as is reasonable under the circumstances, of any defective condition in which event Tenant will bear or about the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable Demised Premises known to Tenant for which Landlord is required to repair hereunder; provided, however, that Tenant's failure to make report to Landlord any required replacement unless written notice such defective condition shall not relieve Landlord of Landlord's obligation to repair any such defective condition promptly upon learning of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such noticerepair. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveNotwithstanding the foregoing, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made any of the foregoing maintenance or repairs are required by Landlord (reason of any act or whether such item is not in need of replacement and is instead part omission of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice Tenant shall pay to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration cost of such fifteen (15) day period, Landlord maintenance and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office marketrepairs.
18.2. Except for the specific capital items to be replaced services of Landlord, if any, required by Landlord as described above and the items warranted by Landlord as described above Section 18.1, Tenant shall at Tenant, at its 's sole cost and expense, will repair expense keep the Demised Premises and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) every part thereof in a clean, attractive and safe good condition and in a manner consistent with the standards prevailing repair, damage thereto from time to time in Comparable Class Buildings, except as to reasonable ordinary wear and teartear and damage by casualty excepted. Upon Tenant shall, upon the expiration or earlier termination of this Lease, Tenant will surrender and deliver the Demised Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable good condition, ordinary wear and tear and damage by casualty excepted.
18.3. Repairs under this Article 18 which are obligations of Landlord are subject to allocation among Tenant and other tenants as Operating Expenses.
18.4. This Article 18 relates to repairs and maintenance arising from either an insurable casualty or in the ordinary course of operation of the Building, the Project and any cause not required to be repaired by Tenantrelated facilities. Tenant shall be obligated to repair any damage incurred in connection with any removal In the event of Tenant’s furniturefire, equipment earthquake, flood, hurricane or other personal property by Tenant act of God, vandalism, war, or its agentssimilar cause of damage or destruction, representatives or employees, provided that Tenant this Article 18 shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation applicable and the provisions of the Project for re-letting. This Section Article 22 shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcontrol.
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Repairs and Maintenance. 18.1 Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; base Building plumbing; base Building fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC exclusively serving the Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord.
18.2 Except for services of Landlord, if any, required by Section 18.1, Tenant shall at its Tenant’s sole cost and expense maintain and keep the Premises (including but not limited to the portion of the HVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC exclusively serving the Premises, and any other systems or equipment exclusively serving the Premises) and every part thereof in good condition and repair, and within ten (10) business days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear excepted; and shall, at ▇▇▇▇▇▇▇▇’s request and ▇▇▇▇▇▇’s sole cost and expense, will promptly make remove all replacements (as opposed to repairs telephone and maintenance) data systems, wiring and equipment installed by or on behalf of capital items serving Tenant from the Project in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsPremises, including, but not limited and repair any damage to the roofPremises caused thereby. Landlord shall have no obligation to alter, foundation remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and structural elements provisions of the BuildingsWork Letter.
18.3 Subject to Section 16.3 above, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need Landlord shall not be liable for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.
18.4 If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such replacement has been delivered work as such person shall reasonably deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by Tenant to proper foundations, without any claim for damages or liability against Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement without reducing or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlordotherwise affecting Tenant’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate obligations under this Lease. Landlord will consult shall use commercially reasonable efforts to cause such work to be completed in a manner that minimizes interference with Tenant regarding ▇▇▇▇▇▇’s business operations within the need for replacement Premises.
18.5 This Article relates to repairs and maintenance arising in the ordinary course of capital itemsoperation of the Building and the Project. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article.
18.6 Costs incurred by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice pursuant to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision this Article shall be final and binding. The losing party shall pay includible in Operating Expenses to the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience extent permitted in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
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Repairs and Maintenance. Landlord, at its sole cost 19.1. Landlord shall repair and expense, will promptly make all replacements (as opposed to repairs maintain the structural and maintenance) exterior portions and Common Areas of capital items serving the Project in a manner consistent with Building and the standards prevailing from time to time for Comparable Class BuildingsProject, including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide roofing and covering materials, foundations, exterior walls, plumbing, fire sprinkler systemssystems (if any), mechanicalheating, electricalventilating, life safety and plumbing systemsair conditioning, elevators, and electrical systems installed or furnished by Landlord. Any costs related to the fire alarm systems and repaving repair or maintenance activities specified in this Section 19.1 shall be included as a part of the Parking AreaOperating Expenses, unless such repairs or maintenance is (a) specifically excluded from the need for definition of Operating Expenses above, in which case Landlord shall not charge Tenant any such replacement is caused by the negligence portion thereof, or willful misconduct (b) required in whole or in part because of Tenant any act, neglect, fault or omissions of Tenant, its agents, employeesservants, employees or contractors, or breach of this Lease by Tenantinvitees, in which event case Tenant will bear shall pay to Landlord the cost of such repairs and maintenance.
19.2. Except for services of Landlord, if any, required by Section 19.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear and insured casualty excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good of a condition as when received, ordinary wear and tear and insured casualty excepted; and shall, at Landlord’s request, remove all telephone and data systems, wiring and equipment from and serving the Premises installed by Tenant (collectively, the “Cabling”), and repair any damage to the extent Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and provisions of the Work Letter.
19.3. [Intentionally omitted]
19.4. Repairs under this Article 19 that are obligations of Landlord are subject to allocation among Tenant and other tenants as Operating Expenses, except as otherwise provided in this LeaseArticle 19 or as specifically excluded from the definition of Operating Expenses in Article 10.
19.5. In no event will Landlord be liable This Article 19 relates to Tenant for failure to make any required replacement unless written notice repairs and maintenance arising in the ordinary course of operation of the need for such replacement has been delivered by Tenant to Landlord Building and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or and any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsrelated facilities. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (fire, earthquake, flood, vandalism, war, terrorism, natural disaster or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof destruction, Article 25 shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit apply in lieu of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorthis Article 19.
Appears in 1 contract
Sources: Lease (Avi Biopharma Inc)
Repairs and Maintenance. Landlord will maintain the following in a clean and sanitary condition, reasonable wear and tear and any casualty covered by the provisions of Article XII of this Lease excepted, promptly (after actual notice) making all necessary repairs and replacements: the Building’s roof, roof deck including joists, downspouts, gutters and other portions of the roof drainage system, foundation, exterior walls and the Common Areas. Landlord’s obligation to maintain the Common Areas includes the regular mowing of any grass, trimming, weed removal and general landscape maintenance, exterior lighting, exterior signs and common sewage plumbing and the maintenance of all paved areas including driveways, parking lots and alleys. You will promptly after obtaining actual knowledge, give Landlord written notice of any defect or need for repairs to the Premises, Building or to the Common Areas, and after receipt of which Landlord will have a reasonable opportunity to repair the same or cure such defect. Landlord’s liability with respect to any defects, repairs, or maintenance or the curing of such defect for which Landlord is responsible under the provisions of this Lease will be limited to the cost of such repairs or maintenance or the curing of such defect. Except as qualified by Paragraph 7.4(a) of this Lease, the term “walls” as used herein will not include windows, glass or plate glass, doors, special store front or office entry. Landlord will, at its sole Landlord’s cost and expense, will promptly make all replacements (as opposed to repairs and maintenance) pay for the repair of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited any damage to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is Premises resulting from and/or caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will a Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorParty.
Appears in 1 contract
Repairs and Maintenance. Landlord18.1 Landlord shall, throughout the term of this Lease, at its sole own cost and expense, will promptly make all replacements and without any cost or expense to Tenant, keep and maintain in good condition and repair the structural components, but not the surface finishes or cosmetic improvements, of (as opposed to repairs i) the foundations, (ii) structural walls (including responsibility for the watertight integrity of the exterior glazing and maintenanceframing system), (ii) floors, including the second floor deck, and (iii) structural roof (but excluding the roof membranes) of capital items serving the Project in a manner Premises (subject to wear and tear consistent with commercially reasonable maintenance and repair standards applicable to comparable buildings). However, Tenant shall take all reasonable precautions to insure that, in accordance with Section 10.6, the second floor deck is not over-loaded with improvements, fixtures or equipment. In addition, Landlord shall, at its own cost and expense, and without any cost or expense to Tenant, promptly repair any patent or latent defects in the design, materials or construction of the work required of Landlord under the Work Letter to the extent of Landlord's warranties in Section 14.4 and 14.5 hereof.
18.2 Except as otherwise set forth in Sections 18.1 and elsewhere in this Lease, including without limitation Articles 7, 21, 22 and 23, throughout the term of this Lease, at its own cost and expense, and without any cost or expense to Landlord, Tenant shall keep and maintain in good, sanitary and neat order, condition, and repair, the Premises and every part thereof (subject to wear and tear consistent with commercially reasonable maintenance and repair standards prevailing from time applicable to time for Comparable Class Buildingscomparable buildings), includingincluding all improvements, fixtures, equipment and personal property, and all appurtenances thereto, including but not limited to the roofwater, foundation gas and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm electrical distribution systems and repaving of facilities, all signs, both illuminated and non-illuminated that are now or hereafter on the Parking AreaPremises, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agentsand exterior sidewalks, employeesparking areas, or contractorscurbs, or breach of this Lease by Tenantinternal roads, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord driveways, lighting standards, landscaping, sewers, and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. drainage facilities.
18.3 If Landlord fails to perform a make any repairs required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth aboveLandlord under this Article 18, and such failure causes the Project to be without an essential building service (such as electricity unreasonably interferes with Tenant's use or HVAC but not to include elevators) which renders all or any portion occupancy of the Premises untenantable and continues for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within more than fifteen (15) days after Tenant’s written notice from Tenant to Landlord demanding performance by Landlord, Tenant may, without waiving or releasing Landlord from any obligation therefore, make such repairs on behalf of Landlord. However, Tenant may not deduct the Tenant’s request for such replacementcost thereof from, thenor set off the cost against, within ten (10) days after Basic Annual Rent except in accordance with the expiration provisions of such fifteen (15) day periodArticle 26. Tenant waives Civil Code Sections 1941 and 1942 relating to a landlord's duty to maintain the Premises in a tenantable condition, Landlord and Tenant shall each select an independent disinterested engineerunder said sections or under any law, which engineers shall mutually determine (within ten (10) days) whether statute or ordinance now or hereafter in effect to make repairs at Landlord's expense, so that the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement parties' rights and is instead part of Tenant’s repair obligations regarding repairs and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimumgoverned by this Article 18, each of the engineers shall be disinterested engineersArticle 26, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination applicable provisions of this Lease.
18.4 There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, Tenant will surrender alterations or improvements in or to any portion of the Premises, or in or to improvements, fixtures, equipment and deliver personal property therein, provided that Landlord makes commercially reasonable efforts to comply with its repair and replacement obligations under this Article 18 at such times and in such manner as do not unreasonably interfere with Tenant's use or occupancy of the Premises to Landlord in a similar condition in Premises. If repairs or replacements become necessary which they existed at by the commencement terms of this Lease excepting reasonable wear are the responsibility of Tenant and tear and damage arising from either an insurable casualty Tenant fails to make the repairs or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possiblereplacements, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect may do so pursuant to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary provisions of Landlord’s construction contract with its general contractorSection 24.3 of this Lease.
Appears in 1 contract
Repairs and Maintenance. Landlord14.01 Tenant shall take good care of the Demised Premises and the fixtures and appurtenances therein, and at its sole cost and expense shall make all repairs thereto, as and when needed to preserve them in good working order and condition except as otherwise provided in Section 14.02 hereof. In addition, Tenant, at its expense, will shall promptly make all replacements repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building as shall be required by reason or (i) the performance or existence of work by Tenant necessary to suit the Demised Premises to Tenant's initial occupancy or in connection with Tenant's changes, (ii) the installation, use or operation of Tenant's Property in the Demised Premises, (iii) the moving of Tenant's Property in or out of the Building, or (iv) the misuse or neglect of Tenant or any of its employees, agents or contractors. Tenant shall not be responsible, and Landlord shall be responsible, for any repairs to the Demised Premises as opposed are required by reason of Landlord's neglect or other fault in the manner of performing any work provided for in Article 2 which Landlord is to repairs perform in Tenant's changes which may be undertaken by Landlord for Tenant's account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents or contractors.
14.02 Landlord shall keep and maintenance) of capital items maintain the Building and its fixtures, appurtenances, systems and facilities (including the heating, ventilating and air-conditioning systems and the central or core elevator and plumbing systems), serving the Project Demised Premises, in a manner consistent with good working order, condition and repair and shall make all structural repairs, interior and exterior, except as indicated in the standards prevailing from time second sentence of Section 14.01, as and when needed in the Building, except for those repairs for which Tenant is responsible pursuant to time for Comparable Class Buildingsany other provisions of this Lease, includingand subject to all other provisions of this Lease, including but not limited to the roof, foundation and structural elements provisions of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorArticle 22.
Appears in 1 contract
Sources: Office Lease Agreement (Star Telecommunications Inc)
Repairs and Maintenance. 14.1 Tenant shall take good care of the Damaged Premises. Tenant, at its expense, shall promptly make all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise in and about the Damaged Premises and the Building, as shall be required by reason of (i) the performance of Tenant's Changes, if Landlord or its affiliate does not perform the Tenant's Changes; (ii) the installation, use or operation of Tenant's Property in the Damaged Premises by Tenant, its agents or employees; (iii) the moving of Tenant's Property in or out of the Building; or (iv) the misuse or neglect of Tenant or any of its employees, agents, contractors or invitees; but Tenant shall not be responsible, and Landlord shall be responsible, for any of such repairs as are required by reason of Landlord's neglect or other fault in the manner of performing any of Tenant's Finish Work or Tenant's Changes which may be undertaken by Landlord for Tenant's account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents, or contractors. Except if required by the neglect or other fault of Landlord or its employees, agents, or contractors, Tenant, at its expense, shall replace all scratched, damaged or broken doors or other glass in or about the Damaged Premises and shall be responsible for all repairs, maintenance, and replacement of wall and floor coverings in the Damaged Premises except for ordinary wear and tear. Landlord shall be responsible for the repair and maintenance of all non-conforming ballasts existing prior to the commencement of Tenant's Work which ballasts remain as fixtures in the Damaged Premises. Tenant shall be responsible for the repair and maintenance of all other ballasts.
14.2 Landlord, subject to the provisions of Section 5.4, shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Damaged Premises, in good working order, condition, and repair and shall make with all due diligence all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Damaged Premises, except for those repairs for which Tenant is responsible pursuant to any other provisions of this Lease.
14.3 Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption, or injury to Tenants business arising from Landlord's making any repairs or changes which Landlord is required or permitted by this Lease or required by law, to make in or to any portion of the Building or the Damaged Premises, or in or to the fixtures, equipment of appurtenances of the Building or the Demised Premises, provided that Landlord shall use due diligence with respect thereto and shall perform such work, except in case of emergency, at a time reasonably convenient to Tenant and otherwise in such a manner as will not materially interfere with Tenant's use of the Demised Premises. Landlord, at its sole cost expense and expensenot subject to ss 5.4, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time shall be responsible for Comparable Class Buildings, including, but not limited to the roof, foundation roof replacement and structural elements repair and replacement during the initial term of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Sources: Lease Agreement (Paradyne Corp)
Repairs and Maintenance. Landlord, at its sole cost 9.1 The Lessor undertakes to maintain the exterior and expense, will promptly make all replacements (as opposed to repairs public parts of the Demised Premises [and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildingsbuilding], including, but not limited to the roof, foundation and structural elements of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systemsits foundations, mechanicalpillars, electricalbeams, life safety floors, roofs, terraces, walls and plumbing systemsother structural parts, elevatorsits entrances, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project common areas (including, without limitation, halls, corridors, [elevators] and stairways), its main sewers, drains, gutters, window and door casings, and the like, its heating and air conditioning equipment, and toilets, and all furniturebuilding systems (including, trade without limitation, plumbing and electrical systems) in good repair and tenantable condition, including, without limitation, repainting and repairing [at intervals of two years OR specify frequency of maintenance service] and, when their condition warrants, earlier attention. For this purpose, and subject to UNHCR’s agreement, the Lessor shall have the right, upon reasonable prior notice to UNHCR, and at reasonable times, to enter, inspect and make any necessary repairs to the Demised Premises, and may enter the Demised Premises forthwith whenever reasonably necessary to make emergency repairs. All such work shall be carried out with minimal disruption to UNHCR. Any such maintenance or repair work shall be of a quality no less than the original work or construction.
9.2 [DELETE this clause if there are no elevators in the Demised Premises:] In addition to the Lessor’s responsibility to maintain and repair all elevators in accordance with Article 9.1 hereof, the Lessor, upon request from UNHCR, shall provide UNHCR with the certificate(s) of maintenance and certificate(s) of inspection for any or all of the elevators serving the areas and floors occupied by UNHCR.
9.3 UNHCR shall take reasonable care of the Demised Premises and the fixtures and equipment appurtenances therein. UNHCR shall be responsible for minor repairs to, and routine maintenance of, the Demised Premises arising from its occupation and use of Tenantthe Demised Premises during the term of this Lease, all areas devoted [NOTE: it may be useful to corridorsinsert a financial cap for UNHCR’s obligation under this Article to maintain the Demised Premises.]. Such minor repairs include the routine repair of locks, elevator lobbieswindows, restroomsdoors, mechanical roomsfloors, janitorial closetsfittings, electrical lightings, appurtenances and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chasessanitary ware. UNHCR shall not be responsible for (i) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration ; (ii) obsolescence; (iii) damage by the elements or earlier termination circumstances over which UNHCR has no control; (iv) damage caused by, or resulting from, any acts or omissions of the Lessor, its employees, officers, agents, or subcontractors; or (v) damages or defects set out in the Entry Inspection Letter described in Article 3 above.
9.4 The Lessor undertakes and agrees to maintain the sidewalks of [the Demised Premises] OR [of the building] in good repair and free of [ice, snow and] any obstruction and to accept all liability in connection therewith.
9.5 [DELETE this Lease, Tenant will surrender and deliver clause unless the Premises building is to Landlord in a similar condition be shared with other occupants:] The Lessor undertakes that no part of the building in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty Demised Premises are located shall be let or used for any illegal purpose or for gambling and, in considering potential tenants or any cause not required activities to be repaired by Tenant. Tenant take place in such building, the Lessor shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided take into account that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply UNHCR is a tenant in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Demised Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Sources: Lease Agreement
Repairs and Maintenance. Landlord15.01 Tenant shall take good care of the Demised Premises. Tenant, at its sole cost and expense, will shall promptly make all replacements repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building, as shall be required by reason of (as opposed to repairs and maintenancei) the performance or existence of capital items serving Tenant's Work or Tenant's Changes, (ii) the Project installation, use or operation of Tenant's Property in a manner consistent with the standards prevailing from time to time for Comparable Class BuildingsDemised Premises, including, but not limited to (iii) the roof, foundation and structural elements moving of Tenant's Property in or out of the BuildingsBuilding, or (iv) the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence misuse or willful misconduct neglect of Tenant or any of its agents, employees, agents or contractors, or breach of this Lease by Tenant, in which event ; but Tenant will bear the cost shall not be responsible for any of such repairs to as are required by reason of Landlord's neglect or other fault in the extent as provided in this Lease. In no event will Landlord manner of performing any of Tenant's Work or Tenant's Changes which may be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made undertaken by Landlord (for Tenant's account or whether such item is not in need are otherwise required by reason of replacement and is instead part neglect or other fault of Tenant’s repair and maintenance of capital items)Landlord or its employees, which dispute is not resolved agents or contractors. Except if required by the parties within fifteen (15) days after Tenant’s notice to Landlord neglect or other fault of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agreeits employees, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement agents or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above contractors, Tenant, at its sole cost and expense, will shall replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and, for the repair and maintenance of all lighting fixtures therein.
15.02 Landlord, at its expense, shall keep and maintain (the Building and replace if necessary) its fixtures, appurtenances, systems and facilities serving the Project (includingDemised Premises, without limitationin good working order, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed in a manner consistent with or about the standards prevailing from time to time in Comparable Class BuildingsDemised Premises, except as for those repairs for which Tenant is responsible pursuant to reasonable wear and tear. Upon expiration or earlier termination any other provisions of this Lease.
15.03 Except as expressly otherwise provided in this Lease, Landlord shall have no liability to Tenant will surrender and deliver the Premises by reason of any inconvenience, annoyance, interruption or injury to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage business arising from either an insurable casualty Landlord's making any repairs or changes which Landlord is required or permitted by this Lease, or required by law, to make in or to any cause not required portion of the Building or the Demised Premises, or in or to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniturethe fixtures, equipment or other personal property by Tenant appurtenances of the Building or its agents, representatives or employeesthe Demised Premises, provided that Landlord shall use due diligence with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant shall and otherwise in such manner as will not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection materially interfere with renovation Tenant's use of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Demised Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.
Appears in 1 contract
Sources: Lease (Aveta Inc)
Repairs and Maintenance. Landlord14.01 Tenant shall take good care of the Demised Premises and the fixtures and appurtenances therein, and at its sole cost and expense shall make all repairs thereto, as and when needed to preserve them in good working order and condition except as otherwise provided in Section 14.02 hereof. In addition, Tenant, at its expense, will shall promptly make all replacements repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building as shall be required by reason of (i) the performance or existence of work by Tenant necessary to suit the Demised Premises to Tenant's initial occupancy or in connection with Tenant's Changes, (ii) the installation, use or operation of Tenant's Property in the Demised Premises, (iii) the moving of Tenant's Property in or out of the Building, or (iv) the misuse or neglect of Tenant or any of its employees, agents or contractors. Tenant shall not be responsible, and Landlord shall be responsible, for any repairs to the Demised Premises as opposed are required by reason of Landlord's neglect or other fault in the manner of performing any Work provided for in Article 3 which Landlord is to repairs perform in Tenant's Changes which may be undertaken by Landlord for Tenant's account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents or contractors.
14.02 Landlord shall keep and maintenance) of capital items maintain the Building and its fixtures, appurtenances, systems and facilities (including the heating, ventilating and air-conditioning systems and the central or core elevator and plumbing systems), serving the Project Demised Premises, in a manner consistent with good working order, condition and repair and shall make all structural repairs, interior and exterior, except as indicated in the standards prevailing from time second sentence of Section 14.01, as and when needed in the Building, except for those repairs for which Tenant is responsible pursuant to time for Comparable Class Buildingsany other provisions of this Lease, includingand subject to all other provisions of this Lease, including but not limited to the roof, foundation and structural elements provisions of the Buildings, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence or willful misconduct of Tenant or its agents, employees, or contractors, or breach of this Lease by Tenant, in which event Tenant will bear the cost of such repairs to the extent Article 22.
14.03 Except as expressly otherwise provided in this Lease. In , Landlord shall have no event will Landlord be liable liability to Tenant for failure by reason of any inconvenience, annoyance, interruption or injury to make business arising from Landlord or any tenant making any repairs or changes or performing maintenance services, whether or not Landlord is required replacement unless written notice of the need for such replacement has been delivered or permitted by Tenant to Landlord and Landlord shall fail this Lease or by law to make such replacement within a reasonable period after receipt of such notice. If Landlord fails repairs or changes or to perform a required replacement such services in or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business daysBuilding or Demised Premises, and so long as or in to the correction fixtures, equipment or appurtenances of the problem is within Landlord’s reasonable controlBuilding or the Demised Premises, then provided that Landlord shall be reasonably diligent with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant and otherwise in such manner and to the extent practical as will not unreasonably interfere with Tenant's use and occupancy of the Demised Premises.
14.04 When used in this Lease the term "repair" shall be deemed to include restoration and replacements as may be necessary to achieve and/or maintain good working order and condition. ARTICLE 15 -- SECURITY DEPOSIT
.01. In the event of any default by Tenant, Landlord may apply or retain all or any part of the security to cure the default or to reimburse Landlord for any sum which Landlord may spend by reason of the default. In the case of every such application or retention Tenant shall, on demand, pay to Landlord the sum so applied or retained which shall be added to the Security Deposit so that the same shall be restored to its original amount. If at the end of the Term Tenant shall not be entitled in default under this Lease, the Security Deposit, or any balance thereof, shall be returned to an abatement of Rent Tenant, within thirty (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (4530) days in any twelve (12) month period, and so long as after the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital itemsExpiration Date. In the event of a dispute between sale of the land and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendor or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant as agrees to whether a particular item look to the new Landlord solely for the return of said security; and it is a capital replacement agreed that the provision hereof shall apply to be made by Landlord (every transfer or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord assignment of the Tenant’s request for such replacement, then, within ten (10) days after security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the expiration of such fifteen (15) day period, monies deposited herein as security and neither the Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord nor its successors or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision assign shall be final and binding. The losing party shall pay the fees and costs of bound by any such third engineer. At a minimumassignment, each of the engineers shall be disinterested engineersencumbrance, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration attempted assignment or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred in connection with any removal of Tenant’s furniture, equipment or other personal property by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorattempted encumbrance.
Appears in 1 contract
Repairs and Maintenance. Landlord18.1 Subject to reimbursement by Tenant as its Pro Rata Share of Operating Expenses to the extent provided by Article 7, and subject to the provisions of Article 22 (Damage and Destruction) and 23 (Eminent Domain), Landlord shall repair, replace and maintain the structural and exterior portions of the Building, Project and Common Areas, including foundations, exterior walls, load bearing walls, windows, plate glass, roofing, and roofing covering materials, and plumbing, fire sprinkler system, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord (and not part of the Tenant Improvements).
18.2 Subject to the provisions of Article 7 (Operating Expenses), Article 22 (Damage and Destruction) and Article 23 (Eminent Domain), and except as otherwise set forth in Section 18.1, Tenant shall, throughout the term of this Lease, at its Tenant’s sole cost and expense, will promptly make all replacements (as opposed keep the Tenant Improvements Tenant is required to repairs and maintenance) of capital items serving the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited surrender to the roofLandlord in accordance with this Lease, foundation and structural elements of the Buildingsevery part thereof, the HVAC systemin good condition and repair, major elevator components and the main equipment Premises tendered by Landlord to Tenant, and systems providing services every part thereof, in the same condition as received on the date hereof, except for damage to the Project including without limitationPremises or such Tenant Improvements from causes beyond the reasonable control of Tenant, damages from casualties, condemnation, Hazardous Materials not placed on or about the Project-wide sprinkler systemsPremises by Tenant, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving of the Parking Area, unless the need for any such replacement is caused by the negligence its assignees or willful misconduct of Tenant subtenants or its their respective agents, employees, or contractors, and ordinary wear and tear. Tenant shall upon the expiration or breach earlier termination of this Lease the term hereof surrender the Premises and the Required Surrender Improvements to Landlord in the same condition as required by the prior sentence.
18.3 If Landlord fails to commence any repair, replacement or maintenance work required of Landlord under Section 18.1 within two (2) business days after Landlord receives Tenant, in which event Tenant will bear the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless ’s written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make repairs or maintenance (or such replacement within a reasonable period after receipt of time in excess of two (2) business days as is commercially reasonably necessary based upon the nature of such notice. If Landlord fails to perform a required replacement work or fails to repair a warranted item within a reasonable period after receipt of notice as set forth abovethe need for permits or other governmental approvals), and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion materially adversely impairs Tenant’s use of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable controlprovided in this Lease, then Tenant shall be entitled permitted to make such repairs, replacement or maintenance, provided that (i) the cost of such repairs, replacement or maintenance does not exceed Ten Thousand Dollars ($10,000.00); (ii) does not materially adversely impact the (a) base Building systems, (b) structural integrity of the Building, or (c) foundation, roof, structure, or exterior appearance of the Building, (iii) Tenant first gives Landlord an abatement additional two (2) business days’ prior written notice indicating that Tenant intends to undertake such repairs, replacement or maintenance, and (iv) Landlord fails to commence such repairs or maintenance within such two (2) business day period. If Tenant performs any repairs or maintenance as permitted under this Section 18.3, Tenant shall use only vendors and/or contractors approved by Landlord in its reasonable discretion and Landlord agrees to promptly reimburse Tenant for the reasonable, actual and documented costs of such repairs, replacement or maintenance performed by Tenant, but without any offset rights against Rent or any other amounts payable by Tenant under this Lease, within thirty (30) days after receipt of paid invoices therefore (including appropriate back-up documentation). Any repairs, replacement or maintenance performed by Tenant pursuant to this Section 18.3 shall be done in proportion accordance with the provisions of this Lease.
18.4 Notwithstanding Section 18.3 above, in the event of an interruption of Essential Services to the area so untreatablePremises, Tenant shall be permitted to make such repairs, replacement or maintenance work which would otherwise be required of Landlord under Section 18.1 provided that (i) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days Tenant immediately notifies both Landlord and Landlord’s Local Representative [as identified in any twelve (12) month periodSection 2.1.8] by both formal notice, as set forth in Section 42.11, and so long informal (emergency) notice by phone, voice mail or electronic mail, as the correction case may be, that an interruption to Essential Services has occurred and that Tenant intends to undertake such repairs, replacement or maintenance as permitted in this Section 18.4; (ii) the cost of such repairs, replacement or maintenance does not exceed Ten Thousand Dollars ($10,000.00); further provided, however, that this cost cap may be waived in writing by Landlord, which waiver shall not be unreasonably withheld, conditioned or delayed; (iii) does not materially adversely impact the (a) base Building systems, and (b) structural integrity of the problem is within Landlord’s reasonable controlBuilding, then or (c) foundation, roof, structure, or exterior appearance of the Building; and (iv) any repairs, replacement or maintenance performed by Tenant pursuant to this Section 18.4 shall have be done in accordance with the right to terminate provisions of this Lease. If Tenant performs any repairs, replacement or maintenance as permitted under this Section 18.4, Tenant shall use only vendors and/or contractors approved by Landlord will consult with in its reasonable discretion and Landlord agrees to promptly reimburse Tenant regarding for the need for reasonable, actual and documented costs of such repairs, replacement or maintenance performed by Tenant, but without any offset rights against Rent or any other amounts payable by Tenant under this Lease, within thirty (30) days after receipt of capital itemspaid invoices therefore (including appropriate back-up documentation). In the event of a dispute between Landlord and Tenant as material interruption of Essential Services to whether a particular item is a capital replacement to be made by Landlord (or whether such item is the Premises which does not in need of replacement and is instead part of otherwise fall within the limitations on Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day periodrights set forth above, Landlord and Tenant shall each select an independent disinterested engineercollectively use commercially reasonable efforts to restore Essential Services to the Premises as soon as reasonably possible.
18.5 There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, which engineers shall mutually determine (within ten (10) days) whether alterations or improvements in or to any portion of the item Premises, or in question or to improvements, fixtures, equipment and personal property therein unless such injury or interference is a capital replacement to be made by Landlord or whether such item is not in need of replacement unreasonable and is instead part the result of TenantLandlord’s repair and maintenance of capital items. The losing party shall bear the costs of both engineersgrossly negligent or willful act or omission. If repairs or replacements become necessary which by the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office market. Except for the specific capital items to be replaced by Landlord as described above and the items warranted by Landlord as described above , Tenant, at its sole cost and expense, will repair and maintain (and replace if necessary) the Project (including, without limitation, all furniture, trade fixtures and equipment of Tenant, all areas devoted to corridors, elevator lobbies, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairs, Building elevator shafts, elevator mechanical rooms, fire towers, Building electrical, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement terms of this Lease excepting reasonable wear are the responsibility of Tenant and tear and damage arising from either an insurable casualty Tenant fails to make the repairs or replacements, Landlord may do so pursuant to the provisions of Section 24.3.
18.6 Notwithstanding any cause not required to be repaired by Tenant. Tenant shall be obligated to repair any damage incurred of the foregoing, in connection with any removal the event of Tenant’s furniturea fire, equipment earthquake, flood, war or other personal property by Tenant similar cause of damage or its agentsdestruction, representatives or employees, provided that Tenant this Article shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish applicable and the provisions of Article 22, entitled “Damage or remove in connection with renovation of the Project for re-letting. This Section Destruction,” shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractorcontrol.
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Sources: Lease (Icagen Inc)
Repairs and Maintenance. Landlord, at its sole cost 18.1. Landlord shall repair and expense, will promptly make all replacements (as opposed to repairs and maintenance) of capital items serving maintain the Project in a manner consistent with the standards prevailing from time to time for Comparable Class Buildings, including, but not limited to the roof, foundation and structural elements Common Areas of the BuildingsProject, the HVAC system, major elevator components and the main equipment and systems providing services to the Project including without limitation, the Project-wide sprinkler systems, mechanical, electrical, life safety and plumbing systems, elevators, the fire alarm systems and repaving those certain portions of the Parking Areautility systems located outside the Premises to which the Premises may be connected, sidewalks, parking areas, curbs, roads, driveways, lighting standards, landscaping and snow removal. Costs incurred by Landlord pursuant to this Section shall constitute Operating Expenses which shall be allocated in accordance with Exhibit J, unless the need for such costs are incurred due in whole or in part to any such replacement is caused by the negligence act, neglect, fault or willful misconduct omissions of Tenant or its employees, agents, employees, contractors or contractors, or breach of this Lease by Tenantinvitees, in which event case Tenant will bear shall pay to Landlord the cost of such repairs to the extent as provided in this Lease. In no event will Landlord be liable to Tenant for failure to make any required replacement unless written notice of the need for such replacement has been delivered by Tenant to Landlord and Landlord shall fail to make such replacement within a reasonable period after receipt of such notice. If Landlord fails to perform a required replacement or fails to repair a warranted item within a reasonable period after receipt of notice as set forth above, and such failure causes the Project to be without an essential building service (such as electricity or HVAC but not to include elevators) which renders all or any portion of the Premises untenantable for five (5) consecutive business days, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall be entitled to an abatement of Rent (in proportion to the area so untreatable) until such essential service is restored. If such failure aggregates to a total of forty-five (45) days in any twelve (12) month period, and so long as the correction of the problem is within Landlord’s reasonable control, then Tenant shall have the right to terminate this Lease. Landlord will consult with Tenant regarding the need for replacement of capital items. In the event of a dispute between Landlord and Tenant as to whether a particular item is a capital replacement to be made by Landlord (or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items), which dispute is not resolved by the parties within fifteen (15) days after Tenant’s notice to Landlord of the Tenant’s request for such replacement, then, within ten (10) days after the expiration of such fifteen (15) day period, Landlord and Tenant shall each select an independent disinterested engineer, which engineers shall mutually determine (within ten (10) days) whether the item in question is a capital replacement to be made by Landlord or whether such item is not in need of replacement and is instead part of Tenant’s repair and maintenance of capital items. The losing party shall bear the costs of both engineers. If the engineers cannot agree, then the engineers shall mutually select a third independent disinterested engineer. Such third engineer shall then (within ten (10) days) make its determination whether the item in question is a capital replacement or whether such item is not in need of replacement and is instead a repair and maintenance item, whose decision shall be final and binding. The losing party shall pay the fees and costs of such third engineer. At a minimum, each of the engineers shall be disinterested engineers, with substantial experience in the Miami-Dade County commercial real estate office marketmaintenance.
18.2. Except for the specific capital items to be replaced services of Landlord, if any, required by Landlord as described above and the items warranted by Landlord as described above Section 18.1, Tenant, at its sole cost and expense, will repair shall maintain and maintain (and replace if necessary) keep the Project (including, without limitationPremises, all furnitureimprovements thereon, trade fixtures and equipment of Tenantall appurtenances thereto, all areas devoted to corridorsincluding lighting standards, elevator lobbiessewers, restroomswater, mechanical rooms, janitorial closets, gas and electrical distribution systems and telephone closets, vending areas, lobby areas, refuse dumpsters, loading docks and other similar facilities, Building stairsdrainage facilities, Building elevator shafts, elevator mechanical roomsAcid Neutralization Tank, fire towerssprinkler systems (if any) and all signs, Building electricalboth illuminated and non-illuminated that are now or hereafter on the Premises, mechanical and telephone rooms, electrical, communications and mechanical chases, projections, flues, vents, stacks, pipe shafts and other vertical penetrations, ducts and chases) in a clean, attractive and safe good condition and in a manner consistent with the standards prevailing from time to time in Comparable Class Buildings, except as to reasonable wear and tear. Upon expiration or earlier termination of this Lease, Tenant will surrender and deliver the Premises to Landlord in a similar condition in which they existed at the commencement of this Lease excepting reasonable wear and tear and damage arising from either an insurable casualty or any cause not required to be repaired by TenantPermitted Use. Tenant shall be obligated make all repairs, replacements and improvements, including all structural, roof, HVAC, plumbing and electrical repairs, replacements and improvements required, and shall keep the same free and clear from all rubbish, debris, insects, rodents and other vermin and pests. Tenant shall, no later than December 1st of each calendar year during the Term, provide to repair any damage incurred in connection with any removal Landlord a copy of Tenant’s furniturethe budget for maintenance, equipment or other personal property repairs and replacements at the Premises for the following calendar year. Tenant shall, no later than February 28th of each calendar year during the Term, provide to Landlord a detailed summary of the amounts actually expended by Tenant or its agents, representatives or employees, provided that Tenant shall not be obligated to repair any damage to any area which Landlord has notified Tenant in writing that it intends to refurbish or remove in connection with renovation of the Project for re-letting. This Section shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by Landlord or Tenant on the Project (as to which Section 15 hereof shall apply) or damage resulting from an eminent domain taking (as to which Section 17 hereof shall apply). To the extent possible, Landlord will assign to Tenant the benefit of any manufacturer’s warranties and guaranties with respect to the items installed by Landlord but to be maintained by Tenant regarding the Project. Landlord will obtain the warranties and guaranties as may be expressly required in the final approved Construction Documents for the Premises. Landlord will use reasonable efforts to cause Tenant to be a third party beneficiary of Landlord’s construction contract with its general contractor.during the
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