Landlord Work Landlord shall, at Landlord’s sole cost and expense, concurrently with Tenant’s construction of the Tenant Improvements, remove the existing demising wall and construct a Building standard demising wall at the Expansion Premises, which shall include studs, acoustical insulation and dry wall ready for finish on the Tenant side only and any necessary penetrations, fire dampers and sound traps (collectively, the “Demising Wall”), which Demising Wall shall be adjacent to the Expansion Premises as set forth on Exhibit A to this Amendment (collectively, the “Landlord Work”). Tenant may not change or alter the Landlord Work. Landlord shall use commercially reasonable efforts to Substantially Complete the Landlord Work no later than forty-five (45) days after the Expansion Delivery Date. In addition, Landlord shall, at Landlord’s sole cost and expense, to the extent required in order to allow Tenant to obtain a certificate of occupancy, or its legal equivalent, for the Expansion Premises for general office use assuming a normal and customary office occupancy density, cause the Landlord Work and the Building Common Areas (including the Base Building restrooms on the seventh (7th) floor of the Building), to comply with applicable building codes and other governmental laws, ordinances and regulations related to handicap access, which were enacted and enforced as of the date of this Amendment. Because Landlord shall be constructing the Landlord Work concurrently with Tenant’s construction of the Tenant Improvements, there will be a certain “overlap” period pursuant to which both Landlord’s representatives, employees, vendors and contractors and Tenant’s representatives, employees, vendors and contractors may be present and performing work in a portion of the Premises. During any such “overlap” period(s) when both parties and/or their respective employees, vendors, contractors or consultants are concurrently performing work in, or accessing, any portion of the Premises, neither party shall unreasonably interfere with or delay the work of the other party and/or its contractors or consultants, and both parties shall mutually coordinate and cooperate with each other, and shall cause their respective employees, vendors, contractors, and consultants to work in harmony with and to mutually coordinate and cooperate with the other’s employees, vendors, contractors and consultants, respectively, to minimize any interference or delay by either party with respect to the other party’s work. In addition, Landlord shall, and shall cause the other Landlord Parties to, use commercially reasonable efforts to minimize any interference with Tenant’s operations in the Existing Premises. Landlord shall have no obligation to move any furniture or other personal property of Tenant in the performance of Landlord Work. Tenant hereby agrees that the construction of the Landlord Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Except as otherwise expressly provided in the Lease (including this Tenant Work Letter), Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Landlord Work, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Landlord Work or Landlord’s actions in connection with the Landlord Work, or for any inconvenience or annoyance occasioned by the Landlord Work or Landlord’s actions in connection with the Landlord Work.
Landlord Improvements (a) On the Commencement Date, Landlord will deliver the Leased Premises to Tenant in a broom clean condition, and, along with the lighting, electrical (excluding the UPS system and the diesel generator), mechanical and plumbing fixtures, plumbing systems, dock doors and HVAC servicing the Leased Premises, hot water, doors and plate-glass, will be delivered to Tenant in good condition and repair, as defined in Section 5.05 above.
(b) After receipt of the Letter of Credit and any required building permit, Landlord will commence and diligently pursue to completion, the construction of the improvements to the Leased Premises (the “Landlord Improvements”), in accordance with plans and specifications as shown in Exhibit B, subject to approval by local regulatory authorities (the “Plans”), which Plans are made a part of this Lease by reference. Any changes or modifications to the Plans must be made and accepted by written change order or agreement signed by Landlord and Tenant and will constitute an amendment to this Lease. Any Landlord Improvements made by Landlord are the property of Landlord and must be surrendered to Landlord upon the termination of this Lease without credit to Tenant. Upon completion of any Landlord Improvements and issuance of a final certificate of occupancy (to be applied for by Landlord’s general contractor) and certification from Landlord’s general contractor certifying to Tenant that all Landlord Improvements have been completed in accordance with the Plans (the “General Contractor’s Certificate”), thereafter Landlord shall provide and Tenant shall acknowledge receipt and acceptance of “as-built plans” of all work done in accordance with this Section 6.01.
(c) Landlord shall furnish an allowance of up to $172,800.00 (One hundred seventy-two thousand, eight hundred dollars) (“Landlord Improvement Allowance”) to be credited against the cost of the construction of the Landlord Improvements. If the actual cost of construction of the Landlord Improvements is less than the Landlord Improvement Allowance (“Allowance Overage”), Tenant shall have no right or claim to such difference; provided however, that if there is an Allowance Overage, Landlord, upon submission of supporting documentation by Tenant, will reimburse Tenant for any third party costs of low voltage wiring and laboratory benches for the Leased Premises, but such reimbursement shall not exceed the lesser of the Allowance Overage or 69,120.00 (Sixty-nine thousand, one hundred twenty & xx/100 dollars). If the actual cost of construction of the Landlord Improvements exceeds the Landlord Improvement Allowance, Tenant shall pay such excess cost to Landlord within ten (10) business days after receipt of supporting documentation and the General Contractor’s Certificate,.
(d) Notwithstanding anything contained in Section 6.01 (c) above, within 30 days after the issuance of the General Contractor’s Certificate, Landlord will determine the sum of (i) the actual cost of the Landlord Improvements, plus (ii) if any, the actual costs submitted by Tenant towards the Contingent Allowance, and the product of the calculation shall be rounded to the next $1,000.00 (One Thousand Dollars). If the resultant amount is less than the Landlord Improvement Allowance, Landlord shall reduce the monthly Base Rent by $20.25 (“Base Rent Reduction Factor”) for each whole $1,000.00 (One Thousand Dollars) of such amount effective January 1, 2012. If it is determined that the monthly Base Rent is to be reduced and if Tenant has already paid Base Rent in a pre-reduction amount, Landlord shall give Tenant credit for any such excess payment, and reduction in monthly Base Rent shall be memorialized in an amendment to this Lease. In the event that the monthly Base Rent is reduced in accordance with this Section 6.01(d), there shall be no reduction in the Security Deposit Amount or in the requirements set forth for the Letter of Credit. The following example illustrates the intentions of the parties hereto as to computation of any reduction of the monthly Base Rent: Assumptions:
1. Actual cost of the Landlord Improvements: $100,000.00
2. Actual cost of qualifying costs for Contingent Allowance: $50,500.00 Total cost of Landlord Improvements and Contingent Allowance Costs: ($100,000.00 + $50,500.00) = $150,500.00 Determination of reduction in monthly Base Rent: Total Landlord Improvement Allowance $ 172,800.00 Less total cost of Landlord Improvements and contingent costs 150,500.00 $ 22300.00 Rounded to next $1,000.00 (One Thousand Dollars) $ 23,000.00 Divided by $1,000.00 (One Thousand Dollars) 1,000.00 Base Rent Reduction Factor 20.25 Reduction in monthly Base Rent $ 465.75
(e) In addition to the Landlord Improvements, Landlord, at Landlord’s sole cost and expense, shall have the following additional work performed on the Leased Premises prior to delivery of possession to Tenant, such work to be coordinated with the construction of the Landlord Improvements:
(i) Replace all stained, damaged or missing ceiling tiles,
(ii) Paint all walls in the Leased Premises, the color to be designated by Tenant,
(iii) Replace all vinyl floor tiles in the open laboratory area as shown in Exhibit C,
(iv) Shampoo all carpets in the office areas and hallways and
(v) Any existing water supply or drainage pipes in the open lab area that are not initially utilized by Tenant shall be capped and made reasonably flush with the floor, but such capping shall allow for those pipes to be tapped by Tenant for future use.
(vi) Re-caulk all perimeter flashing; install new pads under all gas line blocking; repair any loose or open curb or wall flashing; repack all pitch pans; repair any open joints on gravel guard; repair any loose scupper flashing; clean, prime and install EPDM peel and stick tape to all roof side tilt wall joints; clean all debris from around drains and entire roof; install Xxxxxx 97 asbestos free aluminum coating to entire roof surface
(vii) Repair any existing alligator or pothole areas.
Tenant Work Before commencing any repair or Alteration (“Tenant Work”), Tenant shall deliver to Landlord, and obtain Landlord’s approval of, (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Tenant shall perform all Tenant Work (i) in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and specifications, all Laws, the National Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to perform any inspection, give any notice, or cause such Tenant Work to be performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with any workforce or trades engaged in performing other work or services at the Project.
Landlord’s Work Prior to the execution of the Lease, Landlord and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Base Building Working Drawings to the extent such Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Base Building Working Drawings, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and in conformity with the Base, Shell and Core Description, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase II Work (the “Phase II Base Building Working Drawings”) by no later than October 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Phase II Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Phase II Base Building Working Drawings to the extent such Phase II Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Phase II Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Phase II Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Phase II Base Building Working Drawings, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase II Work”. The improvements shown on the Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are hereby collectively referred to as “Landlord’s Work”. The Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred to herein as the “Approved Working Drawings for Landlord’s Work”.
Lessee Improvements Lessee shall prepare final plans and ------------------- specifications for construction of the Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00.
Tenant’s Work Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work.
Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and
Tenant Improvements Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.
Landlord’s Options Landlord shall have the option, exercisable by written notice delivered to Tenant within twenty (20) days after Landlord’s receipt of a Transfer Notice accompanied by the other information described in Section 12.1, to: (a) permit Tenant to Transfer the Premises; or (b) disapprove (provided, Landlord’s disapproval must be in accordance with Section 12.1 hereof) the Tenant’s Transfer of the Premises and to continue the Lease in full force and effect as to the entire Premises; or (c) in the event of (i) a proposed assignment of the Lease or (ii) a sublease of more than 50% of the Premises (taking into account all sublets in the aggregate) for all or substantially all of the balance of the Term, terminate the Lease as of the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice (a “Recapture”); provided, however, that if Landlord shall notify Tenant of Landlord’s intention to Recapture the Premises, Tenant may elect to withdraw its Transfer Notice by written notice of such election delivered to Landlord within ten (10) business days of Tenant’s receipt of Landlord’s Recapture notice. If Landlord approves of the proposed Transfer pursuant to Section 12.1 above, Tenant may enter into the proposed Transfer with such proposed Transferee subject to the following conditions: (i) the Transfer shall be on the same terms set forth in the Transfer Notice; and (ii) no Transfer shall be valid and no Transferee shall take possession of the Premises until an executed counterpart of the assignment, sublease or other instrument effecting the Transfer (in the form approved by Landlord) has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of Tenant’s obligations under this Lease applicable to that portion of the Premises then being transferred (provided that, for a subtenant, the rental obligations shall be governed by the terms of the applicable sublease). If Landlord exercises its option to terminate this Lease (or in the case of a partial sublet to release Tenant with respect to a portion of the Premises) as provided above, Tenant shall surrender possession of the Premises on the proposed effective date of the Transfer set forth in Tenant’s Transfer Notice, and thereafter neither Landlord nor Tenant shall have any further liability with respect thereto, except with respect to those matters that expressly survive the termination of the Lease.
Expansion Premises In addition to the Original Premises, commencing on the Expansion Premises Commencement Date (as defined below), Landlord leases to Tenant, and Tenant leases from Landlord, the Expansion Premises.
LEASE ALTERATIONS The Owner hereby gives power to the Agent to initiate, sign, renew, modify, or cancel rental agreements and leases for the Property, or any part thereof and collect and give receipts for rents, other fees, charges, and security deposits.
