Tenant Alterations. (a) Tenant shall not make any alterations, additions or improvements (collectively referred to as “Tenant Alterations”) in or to the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, provided that such proposed Tenant Alterations (i) are nonstructural, (ii) do not affect the Building’s HVAC, plumbing, electrical, life safety or mechanical systems or services, (iii) do not affect any part of the Building other than the Premises, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and (v) do not reduce the value or utility of the Building. Tenant shall be permitted to make, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any twelve (12) month period in value and for which Tenant is not required to obtain a permit from the applicable municipality and if such Alterations are of the type described in clauses (i), (ii), (iii) and (iv) above (“Permitted Alterations”). Any other Tenant Alteration may be approved or disapproved by Landlord for any reason or for no reason. If Landlord consents to any Tenant Alterations to the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant to plans and specifications approved by Landlord (not to be unreasonably withheld, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlord, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. Landlord’s approval of any plans and specifications for alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, at all times, to post and to keep posted on the Premises all notices permitted and/or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises and any other parties having an interest therein, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposes. All Tenant Alterations shall be done in a good and workmanlike manner with first-class quality materials in accordance with all laws, ordinances, and rules and regulations of any federal, state, county, municipal, or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all Alterations so made in or to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed. (b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant at Tenant’s request shall be discharged by Tenant, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from the lien). Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees for the defense of Landlord therein, by counsel reasonably satisfactory to Landlord, and satisfy and discharge any judgment entered therein against Landlord. (c) Tenant shall indemnify, defend and hold Landlord harmless from any (i) injury, damage, cost or loss sustained by persons or property as a result of any defect in the design, material or workmanship of Tenant Alterations, except to the extent caused by Landlord’s breach of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense (including, without limitation, attorney’s fees and court costs) incurred by Landlord, its agents, contractors, or employees, relating in any way to Tenant Alterations, including, without limitation, the imposition of any lien against the Premises or the Building by reason of any Tenant Alterations. (d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, additions and improvements, attached to or built into the Premises, made by either of the parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unless, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, at any time during the Term, subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to update Exhibit G. Except as to those items listed on Exhibit G attached hereto, all business and trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all additions and accessories thereto, permanently attached to or built into the Premises shall become the property of Landlord upon the expiration of the Term. If Tenant shall fail to remove any of its effects from the Premises (required by this Paragraph to be removed) within ten (10) days after the termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any actual, documented and reasonable costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and upon notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination of the Term. (e) Tenant shall be responsible for removal, as needed, from the Premises and the Building of all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand therefor. (f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair.
Appears in 1 contract
Tenant Alterations. Except for alterations, repairs, additions, or improvements to the Premises after the Commencement Date that (a) cost $25,000 or less for any such changes and cost $50,000 or less during any consecutive twelve month period, (b) do not affect the Base Building or the exterior appearance of the Building, and (c) do not adversely affect Landlord's ability to perform any of its obligations under this Lease, including without limitation, the delivery of Building services, Tenant shall not make any alterations, repairs, additions or improvements in, to, or about the Premises (collectively referred to as “"Tenant Alterations”") in or to the Premises without the prior prior, written consent of Landlord. As a condition to such consent, which consent Landlord shall not be unreasonably withheld, delayed or conditioned, provided that such proposed Tenant Alterations allowed to (i) are nonstructuralreasonably approve all plans, (ii) do not affect the Building’s HVACrequire satisfactory insurance from Tenant's contractors, plumbing, electrical, life safety or mechanical systems or services, and (iii) do not affect any part of the Building other than the Premises, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and (v) do not reduce the value or utility of the Building. Tenant shall be permitted to make, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any twelve (12) month period in value and for which Tenant is not required to obtain a permit from the applicable municipality and if such Alterations are of the type described in clauses (i), (ii), (iii) and (iv) above (“Permitted Alterations”). Any other Tenant Alteration may be approved or disapproved by Landlord for any reason or for no reasonreasonably approve Tenant's contractors. If Landlord consents to Landlord's consent is granted, any Tenant Alterations to the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant 's sole cost and expense. Tenant agrees to plans make applications for and specifications approved by Landlord receive building permits and other required permits from applicable local municipal authorities, state and federal agencies necessary to make such Tenant Alterations. Tenant Alterations and all other leasehold improvements shall be (not to be unreasonably withheldi) designed, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlordconstructed, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. Landlord’s approval of any plans and specifications for alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, at all times, to post and to keep posted on the Premises all notices permitted and/or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises and any other parties having an interest therein, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposes. All Tenant Alterations shall be done in a good and workmanlike manner with first-class quality materials installed in accordance with all laws, ordinances, and rules and regulations of any federal, state, county, municipal, or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all Alterations so made in or to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed.
(b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant at Tenant’s request shall be discharged by Tenant, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from the lien). Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees for the defense of Landlord therein, by counsel reasonably satisfactory to Landlord, and satisfy and discharge any judgment entered therein against Landlord.
(c) Tenant shall indemnify, defend and hold Landlord harmless from any (i) injury, damage, cost or loss sustained by persons or property as a result of any defect in the design, material or workmanship of Tenant Alterations, except to the extent caused by Landlord’s breach of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense Laws (including, without limitation, attorney’s fees the Disability Acts) and court costs(ii) incurred by Landlord, its agents, contractors, constructed and installed in a good and workmanlike manner. The plans for the proposed Tenant Alterations shall include all improvements which must be made pursuant to the Disability Acts as a result of the construction or employees, relating in any way to installation of Tenant Alterations. Tenant's architect shall certify to Landlord that the plans for the proposed Tenant Alterations comply with applicable Laws, including, without limitation, but not limited to the imposition of any lien against the Premises or the Building by reason of any Tenant Alterations.
(d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, additions and improvements, attached to or built into the Premises, made by either of the parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unlessDisability Acts, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for understanding that such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, at any time during the Term, subject to Landlord’s prior written approval, which approval certificate shall not be unreasonably withheldbinding on Landlord, conditioned or delayed, Tenant but Landlord shall have the right to update Exhibit G. Except as to those items listed rely on Exhibit G attached hereto, all business and trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all additions and accessories thereto, permanently attached to or built into the Premises shall become the property of Landlord upon the expiration of the Term. If Tenant shall fail to remove any of its effects from the Premises (required by this Paragraph to be removed) within ten (10) days after the termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any actual, documented and reasonable costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and upon notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination of the Termsame.
(e) Tenant shall be responsible for removal, as needed, from the Premises and the Building of all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand therefor.
(f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair.
Appears in 1 contract
Samples: Agreement to Sell and Purchase (Sabre Holdings Corp)
Tenant Alterations. The Landlord will supply the Tenant with an allowance of up to $30,000 for renovations and buildout of the Premises. The Tenant may hire the licensed contractor of his choice, and a draw schedule will be determined between the Tenant and the Landlord. Any unused portion of this allowance will be returned to the Landlord. All building materials must meet the specifications of the Landlord. The Tenant (aand / or contractor) Tenant shall not make any will be responsible for obtaining building & occupancy permits. All alterations, improvements, or additions or improvements (collectively referred to as “Tenant Alterations”) in or to the Premises without demised premises to be made by TENANT shall be subject to the prior written consent of Landlordthe LANDLORD, which consent shall not be unreasonably withheld, delayed or conditioned, provided that such proposed Tenant Alterations (i) are nonstructural, (ii) alterations and improvements do not affect weaken the Building’s HVAC, plumbing, electrical, life safety or mechanical systems or services, (iii) do not affect any part structural integrity of the Building other than the Premises, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant building or to any other tenant or occupant of the Building and (v) do not reduce the value or utility of the Building. Tenant shall be permitted to make, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any twelve (12) month period in value and for which Tenant is not required to obtain a permit detract from the applicable municipality and if such Alterations are of the type described in clauses (i), (ii), (iii) and (iv) above (“Permitted Alterations”). Any other Tenant Alteration may be approved or disapproved by Landlord for any reason or for no reason. If Landlord consents to any Tenant Alterations to the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant to plans and specifications approved by Landlord (not to be unreasonably withheld, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlord, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. Landlord’s approval of any plans and specifications for alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, at all times, to post and to keep posted on the Premises all notices permitted its dignity and/or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises and any other parties having an interest therein, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposesuniformity. All Tenant Alterations shall be done in a good alterations and workmanlike manner with first-class quality materials in accordance with all laws, ordinances, and rules and regulations of any federal, state, county, municipal, or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all Alterations so made in or to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed.
(b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant at Tenant’s request shall be discharged by Tenant, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from the lien). Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees for the defense of Landlord therein, by counsel reasonably satisfactory to Landlord, and satisfy and discharge any judgment entered therein against Landlord.
(c) Tenant shall indemnify, defend and hold Landlord harmless from any (i) injury, damage, cost or loss sustained by persons or property as a result of any defect in the design, material or workmanship of Tenant Alterations, except to the extent caused by Landlord’s breach of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense (including, without limitation, attorney’s fees and court costs) incurred by Landlord, its agents, contractors, or employees, relating in any way to Tenant Alterations, including, without limitation, the imposition of any lien against the Premises or the Building by reason of any Tenant Alterations.
(d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, improvements and/or additions and improvements, attached to or built into the Premises, made by either of the parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unless, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon the expiration or earlier termination of the Term, and TENANT shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall premises at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures Lease and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, at any time during the Term, subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to update Exhibit G. Except as to those items listed on Exhibit G attached hereto, all business and trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all additions and accessories thereto, permanently attached to or built into the Premises shall become the property of Landlord upon the expiration LANDLORD, unless LANDLORD shall, at the time of approval of the Term. If Tenant shall fail alteration, provide written notice to TENANT to remove any of its effects from the Premises (required by this Paragraph same, in which event TENANT shall remove such alterations, improvements and/or additions, and restore the premises to be removed) within ten (10) days after the termination same good order and condition in which it was at the commencement of this Lease, then Landlord mayreasonable wear and tear and unavoidable casualty excepted. Should TENANT fail to do so, LANDLORD may do so, collecting at its LANDLORD’s option, remove the same in any manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any actual, documented and reasonable costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and upon notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination of the Term.
(e) Tenant shall be responsible for removal, as needed, from the Premises and the Building of all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand thereforexpense thereof from TENANT as additional rent.
(f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair.
Appears in 1 contract
Samples: Lease Agreement (Novavax Inc)
Tenant Alterations. (a) 9.1 The initial improvements in the Premises shall be constructed in accordance with Exhibit B attached hereto and made a part hereof. It is understood and agreed that except as provided in the preceding sentence, Landlord will not make, and is under no obligation to make, any structural or other alterations, decorations, additions or improvements in or to the Premises.
9.2 Tenant shall will not make or permit anyone to make any alterations, decorations, additions or improvements (collectively hereinafter referred to collectively as “Tenant Alterations”) "IMPROVEMENTS" or "ALTERATIONS"), structural or otherwise, in or to the Premises or the Building, without the prior written consent of Landlord which may be granted or withheld in Landlord's sole and absolute discretion provided, however, that Landlord's consent with respect to improvements to the interior of the Premises which consent shall not be unreasonably withheld, delayed or conditioned, provided that such proposed Tenant Alterations (i) are nonstructuralnot readily visible to the exterior of the Building or the common and public areas thereof, (ii) do are not affect the Building’s HVAC, plumbing, electrical, life safety or mechanical systems or servicesstructural, (iii) do not affect any part of the Building other than the Premiseselectrical, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant mechanical, fire or to any other tenant or occupant of life safety systems within the Building and (viv) do not reduce the value are otherwise in conformance with all applicable building, zoning and other codes or utility of regulations affecting the Building. Tenant shall be permitted to make, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any twelve (12) month period in value and for which Tenant is not required to obtain a permit from the applicable municipality and if such Alterations are of the type described in clauses (i), (ii), (iii) and (iv) above (“Permitted Alterations”). Any other Tenant Alteration may be approved or disapproved by Landlord for any reason or for no reason. If Landlord consents to any Tenant Alterations to the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant to plans and specifications approved by Landlord (not to be unreasonably withheld, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlord, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. Landlord’s approval of any plans and specifications for alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, at all times, to post and to keep posted on the Premises all notices permitted and/or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises and any other parties having an interest therein, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposes. All Tenant Alterations shall be done in a good and workmanlike manner with first-class quality materials in accordance with all laws, ordinances, and rules and regulations of any federal, state, county, municipal, or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all Alterations so made in or to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed.
(b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant at Tenant’s request shall be discharged by Tenant, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from the lien). Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees for the defense of Landlord therein, by counsel reasonably satisfactory to Landlord, and satisfy and discharge any judgment entered therein against Landlord.
(c) Tenant shall indemnify, defend and hold Landlord harmless from any (i) injury, damage, cost or loss sustained by persons or property as a result of any defect in the design, material or workmanship of Tenant Alterations, except to the extent caused by Landlord’s breach of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense (including, without limitation, attorney’s fees and court costs) incurred by Landlord, its agents, contractors, or employees, relating in any way to Tenant Alterations, including, without limitation, the imposition of any lien against the Premises or the Building by reason of any Tenant Alterations.
(d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, additions and improvements, attached to or built into the Premises, made by either of the parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unless, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, at any time during the Term, subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided Tenant gives Landlord prior written notice, Tenant may install in the Premises, without obtaining Landlord's prior written consent, minor, nonstructural Alterations of a decorative nature and which do not require a building permit, for example, the hanging of artwork, the painting or covering of walls or the installation of carpeting ("Aesthetic Alterations") whose value is less than Fifty Thousand Dollars ($50,000) per Aesthetic Alteration and, when aggregated with other Aesthetic Alterations in a twelve (12) month period are less than One Hundred Thousand Dollars ($100,000.00). Structural Alterations shall have be deemed to include without limitation any Alterations that will or may necessitate any changes, replacements or additions to walls, ceilings, partitions (other than non-structural or free-standing partitions), columns, or floors or to the right water, electrical, mechanical, plumbing, fire and life safety or HVAC systems of the Premises or the Building or any Alteration that will require the issuance of a building permit. Any Alterations made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor reasonably approved by Landlord and on days, at times and, when appropriate under the circumstances, under the supervision of an architect approved in writing by Landlord; (d) in accordance with plans and specifications prepared by an engineer or architect reasonably acceptable to update Exhibit G. Except as Landlord, which plans and specifications shall be approved in writing by Landlord (Tenant hereby agreeing to those items listed on Exhibit G attached heretoreimburse Landlord for the reasonable, all business out-of-pocket costs and trade fixturesexpenses incurred in connection with Landlord's review of the same, machinery and equipment, built-if any); (e) in furniture and cabinets, together accordance with all additions laws and accessories thereto, permanently attached to the requirements of any insurance company insuring the Building or built into the Premises shall become the property of Landlord upon the expiration any portion thereof; (f) after having obtained any required consent of the Term. If holder of any Mortgage (Landlord hereby agreeing to use reasonable efforts to obtain such consent) or such consent being deemed to have been granted; (g) after obtaining public liability and worker's compensation insurance policies approved in writing by Landlord, which policies shall cover every person who will perform any work with respect to such Alteration; (h) on the condition that Tenant shall fail obtain and deliver to remove any of its effects from the Premises (required by this Paragraph to be removed) within Landlord not more than ten (10) days after the termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said effects without liability payment is to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any actual, documented and reasonable costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and upon notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvementsbe made, without Landlord’s prior written consentregard to any dispute between Tenant and its contractors, which consent Landlord may withhold in its sole subcontractors, laborers and absolute discretion. Notwithstanding anything to the contrary hereinmaterial suppliers, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination written, unconditional waivers of the Term.
(e) Tenant shall be responsible for removal, as needed, from mechanics' and materialmen's liens against the Premises and the Building of all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand therefor.
(f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair.all
Appears in 1 contract
Samples: Office Lease (Otg Software Inc)
Tenant Alterations. (a) Tenant shall not make any alterations, additions or improvements (collectively referred to as “Tenant Alterations”) in or to the Premises Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing or wiring (individually and collectively "Tenant Alterations"), without first obtaining the prior written consent of Landlord which may be withheld in Landlord's reasonable discretion; provided, which however, with respect to Tenant Alterations that may affect structural, exterior, mechanical or electrical aspects of the Premises, Landlord may withhold its consent shall in its sole and absolute discretion. Notwithstanding the foregoing, Tenant may make strictly cosmetic changes to the finish work in the Premises, not be unreasonably withheldincluding any changes affecting the Project structure, delayed appearance, or conditionedsystems and equipment, without Landlord's consent (but nevertheless requiring at least 10 days' prior notice to Landlord and otherwise in compliance with the provisions of this Paragraph 4.4), provided that such proposed Tenant Alterations (i) are nonstructuralthe cost of any individual change does not exceed Ten Thousand Dollars ($10,000.00), (ii) do the aggregate cost of any such changes does not affect the Building’s HVAC, plumbing, electrical, life safety or mechanical systems or services, exceed Fifty Thousand Dollars (iii$50,000.00) do not affect any part of the Building other than the Premises, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and (v) do not reduce the value or utility of the Building. Tenant shall be permitted to make, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any consecutive twelve (12) month period in value period, and for which Tenant is such changes do not required require any structural or other substantial modifications to obtain a permit from the applicable municipality Premises, and if such Alterations are of the type described in clauses (i), (ii), (iii) no such Tenant Alteration affects structural, exterior, mechanical or electrical aspects of the Premises. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations and, if consent by Landlord is given, all such work shall be performed at Tenant's expense by Tenant (iv) above (“a "Permitted Alterations”Alteration"). Any other Tenant Alteration may be approved or disapproved shall pay to Landlord all reasonable out-of-pocket costs incurred by Landlord for any reason or for no reason. If Landlord consents to architectural, engineering, supervisory and/or legal services in connection with any Tenant Alterations to the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant to plans and specifications approved by Landlord (not to be unreasonably withheld, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlord, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, Landlord's review of the Plans. Without limiting the generality of the foregoing, Landlord may require Tenant at Tenant's sole cost and expense, to obtain and provide Landlord with proof of insurance coverage and a payment and performance bond, in forms, amounts and by companies acceptable to Landlord. Should Tenant make any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. alterations without Landlord’s approval 's prior written consent, or without satisfaction of any plans and specifications for alterationsconditions established by Landlord, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, in addition to and without limitation of any right or remedy Landlord may have under this Lease, at all timeslaw or in equity, to post require Tenant to remove some or all of the Tenant Alterations at Tenant's sole cost and to keep posted on expense and restore the Premises all notices permitted and/or required by lawto the same condition existing prior to undertaking the Tenant Alterations, or which or, at Landlord's election, Landlord shall deem proper for the protection of Landlord may remove such Tenant Alterations and restore the Premises and any other parties having an interest therein, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposesat Tenant's expense. All Tenant Alterations shall be done in a good and workmanlike manner with first-class quality materials in accordance with all laws, ordinances, and rules and regulations of any federal, state, county, municipal, or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all Alterations so made in or to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed.
(b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant at Tenant’s request shall be discharged by Tenant, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from the lien). Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees for the defense of Landlord therein, by counsel reasonably satisfactory to Landlord, and satisfy and discharge any judgment entered therein against Landlord.
(c) Tenant shall indemnify, defend and hold Landlord harmless from any (i) injury, damage, cost or loss sustained by persons or property as a result of any defect in the design, material or workmanship of Tenant Alterations, except to the extent caused by Landlord’s breach of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense (including, without limitation, attorney’s fees and court costs) incurred by Landlord, its agents, contractors, or employees, relating in any way to Tenant Alterations, including, without limitation, the imposition of any lien against the Premises or the Building by reason of any Tenant Alterations.
(d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, additions and improvements, attached to or built into the Premises, made by either regardless of the partieswhich party constructed them or paid for them, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unless, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall upon the expiration or earlier termination of this Lease; provided, however, at all times remain the property of Landlord and Landlord's sole election Tenant shall be surrendered obligated, at its sole cost and expense, to remove all (or such portion as Landlord shall designate) of the Tenant Alterations and Tenant Improvements and repair any damage resulting from such removal and return the Premises to the same condition existing prior to the undertaking upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, at any time during the Term, subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to update Exhibit G. Except as to those items listed on Exhibit G attached hereto, all business and trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all additions and accessories thereto, permanently attached to or built into the Premises shall become the property of Landlord upon the expiration of the Term. If Tenant shall fail fails to remove any of its effects from the Premises (such Tenant Alterations as required by this Paragraph Landlord's consent, Landlord may do so and Tenant shall pay the entire cost thereof to be removed) Landlord within ten (10) days Business Days after Tenant's receipt of Landlord's written demand therefor. Tenant shall have the termination of this Lease, then Landlord mayright, at its option, the time it requests Landlord's consent and delivers all plans and specifications to any Tenant Alteration to make a written request that Landlord notify Tenant whether Tenant shall be obligated to remove the same applicable Tenant Alteration at the end of the Lease Term, in any manner which event Tenant shall only be obligated to remove (i) those Tenant Alterations that Landlord shall choose notified Tenant it must remove at the end of the Lease Term at the same time of and store said effects without liability to in connection with Tenant's requested approval of the Tenant for loss thereof or damage theretoAlterations, and (ii) those Tenant Alterations that Tenant did not seek or did not obtain Landlord's written consent to leave in place at the end of the Lease Term, and that Landlord requires Tenant to remove. Tenant shall pay reimburse Landlord, upon demandreceipt of demand therefor, any actual, documented and for all reasonable out of pocket costs and expenses incurred due to such removal by Landlord during its review of Tenant's plans and storage specifications (regardless of whether Landlord approves Tenant's request) and Tenant's construction. Nothing contained in this paragraph or Landlord may, at its sole option and upon notice to the paragraph captioned "Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event 's Work Performance" shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination be deemed a waiver of the Term.
(e) Tenant shall be responsible for removal, as needed, from the Premises and the Building of all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion provisions of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand thereforparagraph captioned "Mechanic's Liens.
(f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair."
Appears in 1 contract
Samples: Lease (MRV Communications Inc)
Tenant Alterations. (a) The Tenant shall agrees not to make or allow to be made any alterations, improvements, additions or improvements (collectively referred to as “Tenant Alterations”) physical changes in or about any Individual Property, other than those constituting part of an Applicable Project as shown on the Applicable Plans and Specifications or modifications thereto consented to by the Premises Landlord and the Agent (the "Alterations"), without first obtaining the prior written consent of Landlordthe Landlord and the Agent in each instance, which consent shall not (A) may be unreasonably withheldwithheld by either the Landlord or the Agent, delayed or conditionedeach in its sole discretion, provided that such if the proposed Tenant Alterations (i) are nonstructuraladversely affect the structural components of the Improvements on such Individual Property, or (ii) do not affect the Building’s HVAC, plumbing, electrical, life safety or mechanical systems or services, (iii) do not affect any part of the Building other than the Premises, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and (v) do not reduce the value or utility of the Building. Tenant shall be permitted to makeImprovements on such Individual Property, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any twelve (12) month period in value and for which Tenant is not required to obtain a permit from the applicable municipality and if such Alterations are of the type described in clauses (i), (ii), (iii) and (ivB) above (“Permitted Alterations”). Any in all other Tenant Alteration cases, shall not be unreasonably withheld or delayed, but may be approved or disapproved by Landlord for any reason or for no reason. If Landlord consents to any Tenant Alterations to given on such reasonable conditions as the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant to plans and specifications approved by Landlord (not to be unreasonably withheld, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlord, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. Landlord’s approval of any plans and specifications for alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, at all times, to post and to keep posted on the Premises all notices permitted and/or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises Agent may elect, including but not limited to receipt of evidence satisfactory to the Landlord and any other parties having an interest thereinthe Agent that the Tenant has adequate funds to complete such Alterations. Notwithstanding the foregoing, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposes. All Tenant Alterations neither the Agent's nor the Landlord's consent shall be done in a good required for any non-structural Alterations with respect to any Individual Property unless and workmanlike manner with first-class quality materials in accordance with all laws, ordinances, and rules and regulations until the costs of any federal, state, county, municipal, Alterations at or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited toIndividual Property for any single Alteration or series of related Alterations shall exceed $100,000. Any and all Alterations to any Individual Property shall without further act become the property of the Landlord and subject to the Lien of the Applicable Mortgage, insuranceexcept for trade fixtures, indemnity movable equipment or furniture owned by the Tenant. Upon the expiration or termination of this Lease, the Landlord or the Agent may require the Tenant to remove any and bonding requirements)all Alterations for which consent was required hereunder and which were made without having obtained such consent of the Landlord and the Agent as well as all fixtures, equipment and other improvements installed on such Individual Property other than fixtures, equipment or other improvements constituting a part of the Applicable Project. In the event the Landlord or the Agent so elects, and shall deliver the Tenant fails to remove such property, the Landlord a complete copy of the “as-built” or final plans and specifications for all Alterations so made in or to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed.
(b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant Agent may remove the same at the Tenant’s request shall be discharged by Tenant's cost, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from the lien). Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees the Landlord or the Agent, as the case may be, on demand all costs incurred in connection therewith. The Tenant shall be responsible for the defense cost of Landlord therein, by counsel reasonably satisfactory repairing all damage to Landlord, and satisfy and discharge any judgment entered therein against Landlord.
(c) Tenant shall indemnify, defend and hold Landlord harmless such Individual Property resulting from any (i) injury, damage, cost or loss sustained by persons or property as a result the removal of any defect in the design, material or workmanship of Tenant Alterationssuch property, except to the extent caused by Landlord’s breach arising out of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense (including, without limitation, attorney’s fees and court costs) incurred by Landlord, its agents, contractors, or employees, relating in any way to Tenant Alterations, including, without limitation, the imposition of any lien against the Premises Landlord or the Building by reason of any Tenant Alterations.
(d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, additions Agent. The Tenant's obligations pursuant to this Section 11.1 shall constitute Supplemental Rent and improvements, attached to or built into the Premises, made by either of the parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unless, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon survive the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier sooner termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, at any time during the Term, subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to update Exhibit G. Except as to those items listed on Exhibit G attached hereto, all business and trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all additions and accessories thereto, permanently attached to or built into the Premises shall become the property of Landlord upon the expiration of the Term. If Tenant shall fail to remove any of its effects from the Premises (required by this Paragraph to be removed) within ten (10) days after the termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any actual, documented and reasonable costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and upon notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination of the TermReimbursement Agreement.
(e) Tenant shall be responsible for removal, as needed, from the Premises and the Building of all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand therefor.
(f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair.
Appears in 1 contract
Samples: Master Lease (Helmstar Group Inc)
Tenant Alterations. (a) The Tenant shall agrees not to make or allow to be made any alterations, improvements, additions or improvements (collectively referred to as “Tenant Alterations”) physical changes in or about any Individual Property, other than those constituting part of an Applicable Project as shown on the Applicable Plans and Specifications or modifications thereto consented to by the Premises Landlord and the Agent (the "Alterations"), without first obtaining the prior written consent of Landlordthe Landlord and the Agent in each instance, which consent shall not (A) may be unreasonably withheldwithheld by either the Landlord or the Agent, delayed or conditionedeach in its sole discretion, provided that such if the proposed Tenant Alterations (i) are nonstructuraladversely affect the structural components of the Improvements on such Individual Property, or (ii) do not affect the Building’s HVAC, plumbing, electrical, life safety or mechanical systems or services, (iii) do not affect any part of the Building other than the Premises, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and (v) do not reduce the value or utility of the Building. Tenant shall be permitted to makeImprovements on such Individual Property, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any twelve (12) month period in value and for which Tenant is not required to obtain a permit from the applicable municipality and if such Alterations are of the type described in clauses (i), (ii), (iii) and (ivB) above (“Permitted Alterations”). Any in all other Tenant Alteration cases, shall not be unreasonably withheld or delayed, but may be approved or disapproved by Landlord for any reason or for no reason. If Landlord consents to any Tenant Alterations to given on such reasonable conditions as the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant to plans and specifications approved by Landlord (not to be unreasonably withheld, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlord, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. Landlord’s approval of any plans and specifications for alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, at all times, to post and to keep posted on the Premises all notices permitted and/or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises and any other parties having an interest thereinAgent may elect, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposes. All Tenant Alterations shall be done in a good and workmanlike manner with first-class quality materials in accordance with all laws, ordinances, and rules and regulations of any federal, state, county, municipal, or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy receipt of the “as-built” or final plans and specifications for all Alterations so made in or evidence satisfactory to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed.
(b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant at Tenant’s request shall be discharged by Tenant, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from Agent that the lien). Should any action, suit, or proceeding be brought upon any Tenant has adequate funds to complete such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees for the defense of Landlord therein, by counsel reasonably satisfactory to Landlord, and satisfy and discharge any judgment entered therein against Landlord.
(c) Tenant shall indemnify, defend and hold Landlord harmless from any (i) injury, damage, cost or loss sustained by persons or property as a result of any defect in the design, material or workmanship of Tenant Alterations, except to the extent caused by Landlord’s breach of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense (including, without limitation, attorney’s fees and court costs) incurred by Landlord, its agents, contractors, or employees, relating in any way to Tenant Alterations, including, without limitation, the imposition of any lien against the Premises or the Building by reason of any Tenant Alterations.
(d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, additions and improvements, attached to or built into the Premises, made by either of the parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unless, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, neither the Agent's nor the Landlord's consent shall be required for any non-structural Alterations with respect to any Individual Property unless and until the costs of Alterations at or with respect to such Individual Property for any time during the Term, subject single Alteration or series of related Alterations shall exceed $100,000. Any and all Alterations to Landlord’s prior written approval, which approval any Individual Property shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to update Exhibit G. Except as to those items listed on Exhibit G attached hereto, all business and trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all additions and accessories thereto, permanently attached to or built into the Premises shall without further act become the property of the Landlord upon and subject to the Lien of the Applicable Mortgage, except for trade fixtures, movable equipment or furniture owned by the Tenant. Upon the expiration of the Term. If Tenant shall fail to remove any of its effects from the Premises (required by this Paragraph to be removed) within ten (10) days after the or termination of this Lease, then the Landlord may, at its option, remove or the same in any manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any actual, documented and reasonable costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and upon notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord Agent may obtain and apply require the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, and all Alterations for which consent Landlord may withhold in its sole was required hereunder and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination which were made without having obtained such consent of the Term.
(e) Tenant shall be responsible for removal, as needed, from the Premises Landlord and the Building of Agent as well as all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand therefor.
(f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair.fixtures,
Appears in 1 contract
Samples: Master Lease (Carmike Cinemas Inc)
Tenant Alterations. (a) The Tenant shall agrees not to make or allow to be made any alterations, improvements, additions or improvements (collectively referred to as “Tenant Alterations”) physical changes in or about any Individual Property, other than those constituting part of an Applicable Project as shown on the Applicable Plans and Specifications or modifications thereto consented to by the Premises Landlord and the Agent (the "ALTERATIONS"), without first obtaining the prior written consent of Landlordthe Landlord and the Agent in each instance, which consent shall not (A) may be unreasonably withheldwithheld by either the Landlord or the Agent, delayed or conditionedeach in its sole discretion, provided that such if the proposed Tenant Alterations (i) are nonstructuraladversely affect the structural components of the Improvements on such Individual Property, or (ii) do not affect the Building’s HVAC, plumbing, electrical, life safety or mechanical systems or services, (iii) do not affect any part of the Building other than the Premises, (iv) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and (v) do not reduce the value or utility of the Building. Tenant shall be permitted to makeImprovements on such Individual Property, without Landlord’s consent, Tenant Alterations not exceeding $100,000.00 in any twelve (12) month period in value and for which Tenant is not required to obtain a permit from the applicable municipality and if such Alterations are of the type described in clauses (i), (ii), (iii) and (ivB) above (“Permitted Alterations”). Any in all other Tenant Alteration cases, shall not be unreasonably withheld or delayed, but may be approved or disapproved by Landlord for any reason or for no reason. If Landlord consents to any Tenant Alterations to given on such reasonable conditions as the Premises such Tenant Alterations shall be performed (a) at Tenant’s expense pursuant to plans and specifications approved by Landlord (not to be unreasonably withheld, conditioned or delayed) and (b) by a reputable and qualified contractor licensed in the State of California and reasonably approved by Landlord, and subject to any commercially reasonable covenants and conditions required by Landlord, including, without limitation, any commercially reasonable construction rules and regulations promulgated by Landlord for the Building. Landlord’s approval of any plans and specifications for alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord (x) as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, (y) that such drawings, plans and specifications or any action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding engineering or structural design or quality of material, and Landlord does not assume any liability or responsibility therefor nor for any defect in construction from said drawings, but such approval shall merely be the consent of Landlord as required hereunder. In no event shall Landlord be deemed to have consented to imposition of any lien against any interest of Landlord in the Building or the Premises and Landlord shall have the right, at all times, to post and to keep posted on the Premises all notices permitted and/or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises Agent may elect, including but not limited to receipt of evidence satisfactory to the Landlord and any other parties having an interest thereinthe Agent that the Tenant has adequate funds to complete such Alterations. Notwithstanding the foregoing, from all mechanic and materialmen’s liens, and Tenant shall give Landlord fifteen (15) days prior notice before commencing any Tenant Alterations (other than Permitted Alterations) for such purposes and for scheduling purposes. All Tenant Alterations neither the Agent's nor the Landlord's consent shall be done in a good required for any non-structural Alterations with respect to any Individual Property unless and workmanlike manner with first-class quality materials in accordance with all laws, ordinances, and rules and regulations until the costs of any federal, state, county, municipal, Alterations at or other public authority having jurisdiction over the Premises. Tenant shall cause such work to be performed in a diligent manner and shall use commercially reasonable efforts as to minimize unreasonable interference with other tenants’ and occupants’ lawful use and enjoyment of their premises and business operations. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may reasonably impose on Tenant or its contractors with respect to such work (including but not limited toIndividual Property for any single Alteration or series of related Alterations shall exceed $100,000. Any and all Alterations to any Individual Property shall without further act become the property of the Landlord and subject to the Lien of the Applicable Mortgage, insuranceexcept for trade fixtures, indemnity movable equipment or furniture owned by the Tenant. Upon the expiration or termination of this Lease, the Landlord or the Agent may require the Tenant to remove any and bonding requirements)all Alterations for which consent was required hereunder and which were made without having obtained such consent of the Landlord and the Agent as well as all fixtures, equipment and other improvements installed on such Individual Property other than fixtures, equipment or other improvements constituting a part of the Applicable Project. In the event the Landlord or the Agent so elects, and shall deliver the Tenant fails to remove such property, the Landlord a complete copy of the “as-built” or final plans and specifications for all Alterations so made in or to the Premises within thirty (30) days of completing the work (provided the work was of such a nature that such plans were actually prepared). Tenant shall not place safes or vaults in the Premises without Landlord’s prior written consent, which shall not be reasonably withheld or delayed.
(b) Any mechanic’s lien filed against the Premises or the Building for work or materials furnished to Tenant Agent may remove the same at the Tenant’s request shall be discharged by Tenant's cost, by payment or by bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord within twenty (20) days from the date of receipt of notice of the lien (provided that any such bond must be sufficient under applicable law to release the Premises and the Property from the lien). Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall pay for Landlord’s reasonable attorneys’ fees the Landlord or the Agent, as the case may be, on demand all costs incurred in connection therewith. The Tenant shall be responsible for the defense cost of Landlord therein, by counsel reasonably satisfactory repairing all damage to Landlord, and satisfy and discharge any judgment entered therein against Landlord.
(c) Tenant shall indemnify, defend and hold Landlord harmless such Individual Property resulting from any (i) injury, damage, cost or loss sustained by persons or property as a result the removal of any defect in the design, material or workmanship of Tenant Alterationssuch property, except to the extent caused by Landlord’s breach arising out of this Lease or by the gross negligence or willful misconduct of Landlord, its agent, contractors or employees, and (ii) loss, liability, cost and expense (including, without limitation, attorney’s fees and court costs) incurred by Landlord, its agents, contractors, or employees, relating in any way to Tenant Alterations, including, without limitation, the imposition of any lien against the Premises Landlord or the Building by reason of any Tenant Alterations.
(d) Except for those items listed on Exhibit G, all Alterations, attached equipment, decorations, fixtures, trade fixtures, additions Agent. The Tenant's obligations pursuant to this Section 11.1 shall constitute Supplemental Rent and improvements, attached to or built into the Premises, made by either of the parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits shall (unless, with respect to any Tenant Alterations proposed by Tenant Landlord expressly notified Tenant in writing as part of Landlord’s approval of the plans and specifications for such Alterations or at the time Tenant provides written notice to Landlord of any Permitted Alterations that Tenant must remove such Alterations prior to the expiration of the Term; provided, that Tenant, in any event, has requested Landlord in writing to make such determination) become the property of Landlord upon survive the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier sooner termination of this Lease. Notwithstanding anything to the contrary herein, Tenant’s furniture, fixtures and furnishings which are not permanently attached to the Premises, Tenant’s business machines and equipment which are not permanently attached to the Premises, and Tenant’s communications equipment shall be and remain Tenant’s personal property and may be removed by Tenant at any time, and must be removed by Tenant upon the expiration or earlier termination of this Lease. As used in this Paragraph, “permanently attached” shall mean attached in such a manner as would result in material damage to the Premises if detached from the Premises. Notwithstanding the foregoing, at any time during the Term, subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to update Exhibit G. Except as to those items listed on Exhibit G attached hereto, all business and trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all additions and accessories thereto, permanently attached to or built into the Premises shall become the property of Landlord upon the expiration of the Term. If Tenant shall fail to remove any of its effects from the Premises (required by this Paragraph to be removed) within ten (10) days after the termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any actual, documented and reasonable costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and upon notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any actual and documented expenses incident to the removal, storage and sale of said personal property. Notwithstanding any other provision of this Article to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Tenant shall have no obligation to remove the Emergency Generator upon or prior to the expiration or termination of the TermReimbursement Agreement.
(e) Tenant shall be responsible for removal, as needed, from the Premises and the Building of all trash, rubbish, and surplus materials resulting from any work being performed in the Premises by Tenant or Tenant’s contract parties. Tenant shall exercise due care and diligence in removing such trash, rubbish, or surplus materials from the Premises to avoid littering, marring, or damaging any portion of the Building. If any such trash, rubbish, or surplus materials are not promptly removed from the Building in accordance with the provisions hereof and Landlord notifies Tenant in writing that it intends to remove the same at Tenant’s expense and Tenant fails to remove the same with three (3) business days thereafter, Landlord may cause same to be removed or repaired, as the case may be, at Tenant’s cost and expense. If Landlord incurs any costs or expenses in performing the above, Tenant shall pay Landlord the amount of any such cost and expenses promptly upon demand therefor.
(f) Subject to Paragraphs 16(g) and 21, Tenant will be responsible for repairing any damage to the Building common areas caused by Tenant or its agents or contractors within fifteen (15) days after receipt of written notice by Landlord specifying the damage in reasonable detail; provided, however, that if such repairs cannot reasonably be completed within said 15-day period, Tenant shall have such time as is reasonably necessary under the circumstances to complete such repairs. If such repairs are not completed within such time frame and Landlord gives Tenant at least five (5) business days prior written notice of Landlord’s intention to complete the same at Tenant’s expense, Landlord may cause the damage to be repaired at Tenant’s expense. Within ten (10) days of receipt of an invoice therefor, Tenant shall reimburse Landlord for its actual costs and expenses in completing any such repair.
Appears in 1 contract
Samples: Master Lease (Carmike Cinemas Inc)
