Tenant Work. The Tenant shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to time.
Appears in 2 contracts
Samples: Phase v Lease Agreement (Zarlink Semiconductor Inc), Lease Agreement (Zarlink Semiconductor Inc)
Tenant Work. The Tenant Tenant, at its sole cost, shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make responsible for any change, alteration, repair, addition or improvement in or to construction and alterations within the Leased Premises which affects in a material way together with the structure or perimeter wallsinstallation of its furniture, any sprinkler systemfixtures and business equipment, life safety equipment or including telecommunications cabling and equipment, security systems, heatingand any other ancillary systems it may require as set forth on Schedule B (the “Tenant’s Work”), ventilatingat its sole cost and expense, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with all of its obligations under this Lease including without limitation, Article 6 of this Lease. Tenant shall furnish and install any and all necessary trade fixtures, equipment and other items necessary for the Arbitration proper conduct of Tenant’s business subject to the reasonable approval of the Landlord, Tenant’s work set forth on Schedule B is approved by Landlord pursuant to Article 6.1 of this Lease. Tenant shall have access to the Leased Premises upon execution of this Lease for purposes of performing Tenant’s Work and preparing the Leased Premises for Tenant’s operations. All of the foregoing work and all work Tenant may undertake pursuant to Article 6 of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, 1991 of Ontario, as amended or replaced from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. In no event shall Landlord be required to provide or install any trade fixtures or equipment. Tenant shall comply and cause all of its contractors to comply with the provisions of Article 6 of this Lease. Landlord shall continue to maintain the existing computer-based, card reader access system to the elevator serving the Leased Premises that will provide a log of access times to the Leased Premises and permit Tenant to instruct Landlord to disable individual access cards from providing access to the Leased Premises (the “Tenant Floor Security System). The Landlord will provide all required operating cards for the Tenant Floor Security System. The Tenant Floor Security System shall be accessed by the Tenant and Landlord solely for the Tenant’s floor. It will be the responsibility of the Tenant to keep track of all key-cards issued at the request of Tenant. All key-cards must be returned to the Landlord upon termination of the Lease or a $15 penalty per item charge will be deducted from the security deposit held by Landlord.
Appears in 1 contract
Samples: Lease (Precipio, Inc.)
Tenant Work. (a) The Tenant shall notnot make any additional alterations or additions, structural or non-structural, to the Premises without first obtaining the Landlord's prior written approvalconsent of Landlord on each occasion, which approval may consent shall not be unreasonably withheld by withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of the Landlordexterior, make any changelobbies, alterationelevator, repairroof, addition structure, or improvement building systems in or to at the Leased Premises which affects in Building, Landlord’s consent shall not be required (“Minor Alterations”) provided, however, that (i) if such Minor Alteration requires a material way building permit from the structure or perimeter wallsapplicable municipal authority, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant ’s consent shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried outrequired, provided that such right of inspection and examination consent shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient unreasonably withheld, conditioned or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the workdelayed, and (ii) a certificate issued if Landlord’s consent was not obtained therefor, upon the expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant's Architect certifying that the work has been completed ’s expense by an Approved Contractor (as defined below), in accordance compliance with all Applicable Laws laws, and in accordance with be of first class quality. Prior to commencing any work at the approved drawings and specifications. The Property other than Minor Alterations or Alterations costing less than $1,000,000 (such amount decreasing to $250,000 at any time that Tenant agrees fails to use its best efforts to complete any incomplete work as noted meet the Financial Test) in the aggregate, Tenant shall provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant's Architect's certificate , and all alterations and additions performed by Tenant, (but excluding Minor Alterations), shall be performed by an Approved Contractor. Upon the expiration or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions earlier termination of this Article which cannot be resolved Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by good faith negotiations shall be determined by arbitration in accordance with Tenant at the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timePremises.
Appears in 1 contract
Samples: Lease (Alkermes Inc)
Tenant Work. The Upon approval of the Final Plans, and upon Tenant’s receipt of all permits and authorizations required by all applicable governmental agencies or utility providers for commencement of construction, copies of which shall be promptly provided to Landlord, Tenant agrees to commence construction of the Initial Improvements in accordance with the approved Final Plans (the “Tenant Work”), to diligently prosecute the completion of the of Tenant Work thereafter, and to construct and complete all of the Tenant Work in a good and workmanlike manner in compliance with all Legal Requirements. Tenant shall notcause the construction of the Initial Improvements to be performed in accordance with the approved Final Plans and all change orders either approved by Landlord or presented to Landlord but not requiring Landlord approval as provided below. Landlord shall have the right at any time and from time to time to inspect the Premises during the course of Tenant Work and to review and inspect the construction of the Initial Improvements by Tenant to ensure compliance with Final Plans (Landlord agrees to use commercially reasonable efforts to minimize any interference with the Tenant’s Work in connection with such inspections), without and in the event that Landlord or Landlord's ’s architect gives notice to the Tenant of noncompliance with the Final Plans, then as long as Landlord and Landlord’s architect are acting in good faith, Tenant shall promptly undertake to correct such deficiencies in order to bring the construction of the Initial Improvements in compliance with Final Plans. If Tenant desires to effect any change or addition to the Final Plans, then prior to implementing the proposed change order, Tenant shall deliver a written approvalrequest to Landlord that includes a revision to that portion of the Final Plans affected by such proposed change order, which approval may not be unreasonably withheld by a description of the Landlord, make any scope of such proposed change, alterationand the cost of such change (the “Change Order Notice”), repairand if the Change Order is a Material Change Order (as hereinafter defined), addition or improvement in or the Change Order Notice must state that it is seeking Landlord’s approval of a Material Change Order (a “Material Change Order Request”). Tenant is not required to obtain Landlord’s written consent to any change orders, except for Material Change Orders, but Tenant must timely provide to Landlord a Change Order Notice for all change orders. As used herein, a “Material Change Order” is a change order that affects the Leased Premises which affects in a material way the structure or perimeter Roof, foundation, structural walls, any sprinkler systemthe HVAC, life safety equipment or systemsmechanical, heating, ventilating, plumbing and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details systems of any such proposed work which portion of the Premises, or anything that requires the Landlord's Roof, floor, or exterior wall penetrations. If Landlord fails to advise Tenant of its approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within or disapproval of a Material Change Order within ten (10) business days of receipt of the Tenant's request for approvala Material Change Order Request, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demanddeemed to have approved such Material Change Order as submitted. During the course Landlord’s approval of construction, the Landlord and its employees and consultants shall have reasonable access any proposed Material Change Orders to the Leased Premises to inspect and examine all work being carried outFinal Plans will not be unreasonably withheld, provided that such right of inspection and examination shall not be exercised in a manner which would interfere Material Change Orders remain consistent with the construction and completion of such workProposed Premises Layout. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately promptly provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided change orders when executed by Tenant. Upon Landlord’s request, Tenant shall promptly provide Landlord with revised Final Plans reflecting the changes effected by any contractorschange orders, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeincluding Material Change Orders.
Appears in 1 contract
Tenant Work. The Before commencing any repair or Alteration (“Tenant shall notWork”), without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the workLandlord, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value obtain Landlord’s approval of, (collectively, the "Contractor's Insurance"). The term a) names of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the workmechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors; insurance; and (iic) any required governmental permits; provided, however, that, for Minor Alterations, no prior approval of Tenant’s proposed contractors, subcontractors, mechanics, laborers or materialmen shall be required if such persons or entities are selected by Tenant from a certificate issued list of pre-approved construction personnel provided by the Tenant's Architect certifying Landlord or, at Landlord’s option, from a list of construction personnel provided by Tenant and pre-approved by Landlord. Tenant acknowledges that the work has been completed in accordance with foregoing is not an exclusive list of the reasons why Landlord may reasonably disapprove a proposed general contractor. Tenant shall perform all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate Work (or as determined by arbitrationi) promptly and in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and agrees specifications, all Laws, the National Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to use its best efforts to perform any inspection, give any notice, or cause any noted deficiencies or incomplete work such Tenant Work to be remedied within a performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable period given documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In performing any Tenant Work. Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with any workforce or trades engaged in performing other work or services at the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeProject.
Appears in 1 contract
Samples: Office Lease (Immersion Corp)
Tenant Work. The Before beginning any repair or Alteration or any work affecting Lines (collectively, “Tenant Work”), Tenant shall notdeliver to Landlord, without the and obtain Landlord's prior written approval’s approval of, which (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Such approval may shall not be unreasonably withheld by the Landlordprovided that Landlord may designate specific contractors for work relating to mechanical, make any changeelectrical, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical HVAC, fire/life-safety and mechanical equipment or systemssprinkler systems and for vertical Lines (provided that, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with reasonably feasible, more than one contractor per trade is named, or, if only one contractor is available, such contractor is available to perform the provisions of the Landlord's Noticework for a commercially reasonable cost). Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord perform all Tenant Work (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and agrees specifications and any approved modifications thereto, all Laws, the National Electric Code, and Landlord’s reasonable construction rules and regulations; and (iii) in a manner that does not impair the Base Building. Tenant shall notify Landlord at least 15 business days before commencing any work in the Premises. If, as a result of any Tenant Work, Landlord becomes required under Law to use its best efforts to perform any inspection, give any notice, or cause any noted deficiencies or incomplete work such Tenant Work to be remedied within a performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable period given documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 6.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would cause labor disharmony with any workforce or trades engaged in performing other work or services at the nature of the deficiency. Any dispute between Landlord Project, and Tenant arising under shall take all actions necessary to resolve any provisions such labor disharmony, including, promptly upon Landlord’s request, termination of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration any work in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time Premises giving rise to timesuch labor disharmony.
Appears in 1 contract
Samples: Office Lease (Kura Oncology, Inc.)
Tenant Work. The Before beginning any repair or Alteration or any work affecting Lines (collectively, “Tenant Work”), Tenant shall notdeliver to Landlord, without the and obtain Landlord's prior written approval’s approval of, which (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of contractors’ and subcontractors’ insurance; and (c) any required governmental permits. Such approval may shall not be unreasonably withheld by the Landlordprovided that Landlord may designate specific contractors for work relating to mechanical, make any changeelectrical, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical HVAC, fire/life-safety and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roofsprinkler systems and for vertical Lines. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the perform all Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord Work (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and agrees specifications and any approved modifications thereto, all Laws, the National Electric Code, and Landlord’s reasonable construction rules and regulations; and (iii) in a manner that does not impair the Base Building. Tenant shall notify Landlord at least 10 business days before commencing any work in the Premises. If, as a result of any Tenant Work, Landlord becomes required under Law to use its best efforts to perform any inspection, give any notice, or cause any noted deficiencies or incomplete work such Tenant Work to be remedied within a performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable period given documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 6.3. In performing any Tenant Work, Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord’s reasonable judgment, would cause labor disharmony with any workforce or trades engaged in performing other work or services at the nature of the deficiency. Any dispute between Landlord Project, and Tenant arising under shall take all actions necessary to resolve any provisions such labor disharmony, including, immediately upon Landlord’s request, termination of this Article which cannot be resolved by good faith negotiations shall be determined by arbitration any work in accordance with the Arbitration Act, 1991 of Ontario, as amended or replaced from time Premises giving rise to timesuch labor disharmony.
Appears in 1 contract
Samples: Office Lease (Magnite, Inc.)
Tenant Work. The Tenant, at its sole cost and expense, (except only the allowances referred to in Section 5.1 hereof), shall cause the "Tenant shall notWork", without as defined in the Landlord's prior written approvalWork Letter Agreement (the "Work Letter Agreement") attached hereto as Exhibit B and made a part hereof, which approval may not to be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement promptly commenced and diligently completed in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (ii) a certificate issued by the Tenant's Architect certifying that the work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and in a good and workmanlike manner and agrees in accordance with this Tenant Work or any Additional Work (as defined in Paragraph 3 of the Work Letter Agreement), Tenant shall deliver to use its best efforts to cause any noted deficiencies or incomplete work Landlord certificates of such insurers as may be reasonably required by Landlord including, without limitation, all risk insurance for the benefit of Landlord for the full insurable value of the Tenant Work and Additional Work to be remedied within a reasonable period given the nature performed free of any liens of the deficiencycontractor, subcontractor, laborer or materialman and shall secure and deliver to Landlord when requested such Sworn Contractor's Affidavits and waivers of lien as Landlord may reasonably request. Any dispute between The Tenant Work, any Additional Work and all alterations, additions or improvements to the Leased Premises or the Building, whether made or paid for by Tenant or Landlord, other than Tenant's trade fixtures, shall without compensation to Tenant, become Landlord's property at the termination of this Lease by lapse of time or otherwise. Tenant's trade fixtures shall at all times constitute Tenant's property. Landlord has granted to Tenant an allowance for the full and satisfactory completion of the Tenant arising under any Work in the amount of $30,000 (the "Tenant Work Allowance"). Upon the final completion of the Tenant Work in compliance with the provisions of this Article Lease, or upon receipt of an invoice from the contractor performing Tenant Work. Tenant shall either deliver to Landlord such Sworn Contractor's Affidavits and such waivers of liens as Landlord may reasonably request in order to establish the full payment of the cost of the Tenant Work, or shall deliver to Landlord security therefor reasonably acceptable to Landlord and within 30 days thereafter Landlord shall pay to Tenant the Tenant Work allowance or portion thereof equal to the amount invoiced by the Contractor. In the event the cost of the Tenant Work is less than the Tenant Allowance, the portion of the Tenant Work Allowance which cannot be resolved by good faith negotiations exceeds the cost of the Tenant Work shall be determined by arbitration in accordance with applied as a credit against the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timeBase Rent and Additional Rent due hereunder.
Appears in 1 contract
Samples: Office/Service Center Lease Agreement (North Star Universal Inc)
Tenant Work. (a) The Tenant shall notnot make any additional alterations or additions, structural or non-structural, to the Premises without first obtaining the Landlord's prior written approvalconsent of Landlord on each occasion, which approval may consent shall not be unreasonably withheld by withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of the Landlordexterior, make any changelobbies, alterationelevator, repairroof, addition structure, or improvement building systems in or to at the Leased Premises which affects in Building, Landlord’s consent shall not be required (“Minor Alterations”) provided, however, that (i) if such Minor Alteration requires a material way building permit from the structure or perimeter wallsapplicable municipal authority, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At the time of granting the approval, the Landlord shall advise the Tenant as to whether the Tenant ’s consent shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any such work, the Tenant shall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried outrequired, provided that such right of inspection and examination consent shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient unreasonably withheld, conditioned or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the workdelayed, and (ii) a certificate issued if Landlord’s consent was not obtained therefor, upon the expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant's Architect certifying that the work has been completed ’s expense by an Approved Contractor (as defined below), in accordance compliance with all Applicable Laws laws, and in accordance with be of first class quality. Prior to commencing any work at the approved drawings and specifications. The Property other than Minor Alterations or Alterations costing less than $1,000,000 (such amount decreasing to $250,000 at any time that Tenant agrees fails to use its best efforts to complete any incomplete work as noted meet the Financial Test) in the aggregate, Tenant shall provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant's Architect's certificate , and all alterations and additions performed by Xxxxxx, (but excluding Minor Alterations), shall be performed by an Approved Contractor. Upon the expiration or as determined by arbitration) promptly and in a good and workmanlike manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the deficiency. Any dispute between Landlord and Tenant arising under any provisions earlier termination of this Article which cannot be resolved Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by good faith negotiations shall be determined by arbitration in accordance with Tenant at the Arbitration Act, 1991 of Ontario, as amended or replaced from time to timePremises.
Appears in 1 contract
Samples: Lease (Mural Oncology PLC)