TERMS OF LEASE. 1.4.2.1 It is anticipated that the commencement date for the lease term of any Expansion Space leased by Tenant under this Section 1.4 will occur on or about December 1, 2009, and, except as expressly provided below in this Section 1.4.2.1, Tenant will be provided a rent-free six (6) month construction period following Landlord’s delivery of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition (as described below) during which construction period Tenant will construct the initial tenant improvements for such Expansion Space (including the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), and to the extent mutually agreed by the parties with respect to any Partial Expansion Space and/or Remaining Expansion Space leased by Tenant, as provided in Section 1.4 above, the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (collectively, the “Tenant Expansion Space Improvement Work”). Tenant shall construct the Tenant Expansion Space Improvement Work (and Landlord shall construct that portion of the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work which the parties have mutually agreed shall be Landlord’s obligation to construct) pursuant to terms, conditions and procedures which are substantially consistent with the terms, conditions and procedures set forth in the Tenant Work Letter, as set forth in an amendment to such Tenant Work Letter to be mutually agreed upon and executed by the parties promptly following Tenant’s exercise of its expansion right. Such Tenant Work Letter amendment shall (i) incorporate such schedules for the parties’ obligations regarding design, approvals, construction and Landlord and Tenant delays as are applicable to the Expansion Space, (ii) address such other aspects of the build-out of such Expansion Space as are unique or different from the construction of the initial Tenant Improvements for the Premises (including, without limitation, the tenant improvement allowance to be provided by Landlord for such Expansion Space, which shall be determined as set forth in Section 1.4.2.2 below), and (iii) delete and/or modify the provisions of the Tenant Work Letter that are not applicable to the Expansion Space (such as, for example, the deletion of Sections 5.7 and 5.8 of the Tenant Work Letter which shall not be applicable to the Expansion Space). Landlord shall deliver possession of the Expansion Space to Tenant following the later of (A) the date Tenant delivers the Expansion Space Notice to Landlord, and (B) the date the Building, the Premises and the Expansion Space are in Ready for TI Condition; provided, however, Tenant shall not be obligated to accept delivery of possession of any Expansion Space prior to May 1, 2009, and Landlord shall not deliver possession of such Expansion Space to Tenant prior to May 1, 2009 unless Tenant expressly designates in its Expansion Space Notice an earlier date for delivery (which earlier date shall be no sooner than the date the Building, the Premises and the Expansion Space are in Ready for TI Condition). Notwithstanding the date Landlord delivers possession of the Expansion Space to Tenant pursuant to the foregoing, Tenant may start construction of the Tenant Expansion Space Improvement Work at any time thereafter. During such 6-month construction period commencing as of the date Tenant actually starts such construction activities (but not beyond the Expansion Space Commencement Date), Tenant shall not be obligated to pay for the cost of any electricity, water, HVAC or other utilities consumed in such Expansion Space (but Tenant shall, at all times after delivery of possession of such Expansion Space, and at Tenant’s cost, provide all janitorial services for such Expansion Space); after such 6-month construction period, Tenant shall pay for all electricity and other utilities consumed in such Expansion Space until the Expansion Space Commencement Date occurs, after which date Tenant shall pay for the cost of such utilities either directly or as part of Utilities Costs in the manner provided in Article 6 below. 1.4.2.2 If Tenant timely and properly exercises its expansion right to lease any applicable Expansion Space pursuant to the foregoing provisions of this Section 1.4, the applicable Expansion Space shall be added to and become a part of the Premises for a lease term (the “Expansion Space Term”) commencing on the Expansion Space Commencement Date (as defined below) and expiring coterminously with the expiration of the Lease Term for the initial Premises (as may be extended pursuant to the Extension Option Rider), upon all of the applicable terms and conditions of this Lease, except as provided below in this Section 1.4. As used herein, the “Expansion Space Commencement Date” for the applicable Expansion Space leased by Tenant hereunder shall be the earlier of: (i) the date Tenant commences business operations in such Expansion Space; and (ii) the date which is the later of (A) six (6) months after Landlord delivers possession of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition as set forth in the Tenant Work Letter, and otherwise in its “AS IS” condition, or (B) December 1, 2009. For purposes hereof, Tenant’s “business operations” shall not include use or occupancy of any Expansion Space solely for purposes incident or related to the construction of the Tenant Expansion Space Improvement Work, fit-out of such Expansion Space, setup or testing of furniture, fixtures, equipment or systems, or premises move-in. 1.4.2.3 The initial Base Rent payable for such Expansion Space leased by Tenant under this Section 1.4.1 shall be at the same rate per rentable square foot as applicable to the initial Premises as set forth in Section 8 of the Summary as of the Expansion Space Commencement Date for such Expansion Space (but without regard to the four (4) month Base Rent discount provided therein), which rate shall be increased following such Expansion Space Commencement Date at the same Base Rent rate per rentable square foot and at the same time as the Base Rent applicable to the initial Premises is increased as set forth in Section 8 of the Summary. 1.4.2.4 Except for Landlord’s obligation hereinabove to deliver the Expansion Space to Tenant in Ready for TI Condition, to construct the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (if applicable), and to pay for the cost of the 5th Floor Lobby/HVAC Work (if applicable), (i) Landlord shall have no obligation to perform or pay for, or contribute any improvement allowance for, any alterations or improvements to or for such Expansion Space, (ii) the provisions of the Tenant Work Letter shall not apply with respect to the Expansion Space, and (iii) Tenant shall be solely responsible, at its expense, for installing all tenant improvements in the Expansion Space (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor, since such HVAC main loop will not be installed by Landlord as part of the Ready for TI Condition as set forth in the Tenant Work Letter); however, Tenant shall be entitled to receive from Landlord a tenant improvement allowance to help Tenant pay for the costs of the design and construction of any initial tenant improvements installed by Tenant in such Expansion Space on or before the applicable Expansion Space Commencement Date therefor (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), in an amount equal to the sum of (A) product of Forty-Five Dollars ($45.00) per rentable square foot of such Expansion Space multiplied by the fraction, the numerator of which is the number of months of the initial Expansion Space Term for such Expansion Space, and the denominator of which is 120, plus (B) $51,012.50. All such tenant improvements shall be constructed by Tenant pursuant to (and the procedures for Landlord’s disbursement of such tenant improvement allowance shall be as set forth in) the amendment to the Tenant Work Letter described in Section 1.4.2.1 above to be mutually agreed upon and executed by the parties as provided therein. 1.4.2.5 The Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for such Expansion Space shall be the same calendar year as the Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for the initial Premises set forth in Section 9 of the Summary. 1.4.2.6 For any Expansion Space leased by Tenant pursuant to this Section 1.4, Tenant shall have the right to lease additional parking passes in an amount equal to the Minimum Parking Ratio (as defined below) for such Expansion Space, free of any parking charges during the initial
Appears in 1 contract
Samples: Office Lease (Intuit Inc)
TERMS OF LEASE. 1.4.2.1 It is anticipated that the commencement date for the If Tenant has validly exercised its right to lease term of any Expansion Space leased by Tenant under this Section 1.4 will occur on or about December 1, 2009, and, except as expressly provided below in this Section 1.4.2.1, Tenant will be provided a rent-free six (6) month construction period following Landlord’s delivery of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition (as described below) during which construction period Tenant will construct the initial tenant improvements for such Expansion Space (including the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), and to the extent mutually agreed by the parties with respect to any Partial Expansion Space and/or Remaining Expansion Space leased by Tenant, as provided in Section 1.4 above, the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (collectively, the “Tenant Expansion Space Improvement Work”). Tenant shall construct the Tenant Expansion Space Improvement Work (and Landlord shall construct that portion of the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work which First Offer Space, then effective as of the parties have mutually agreed First Offer Space Commencement Date such portion of the First Offer Space shall be Landlord’s obligation included in the Premises, subject to construct) pursuant to terms, conditions and procedures which are substantially consistent with all of the terms, conditions and provisions of this Lease, except that:
(i) Base Rent per Rentable Square Foot for such portion of the First Offer Space shall be equal to the Market Rental Rate for such First Offer Space. If Tenant disagrees with Landlord's determination of the Market Rental Rate set forth in the First Offer Notice, the Market Rental Rate shall be determined by arbitration in accordance with the procedures set forth in the Section 33, provided Tenant Work Letter, as set forth in an amendment to such Tenant Work Letter to be mutually agreed upon and executed by the parties promptly following Tenant’s exercise has given Landlord timely notice of its expansion right. Such Tenant Work Letter amendment shall (i) incorporate such schedules for the parties’ obligations regarding design, approvals, construction and Landlord and Tenant delays as are applicable to the Expansion Space, disagreement in accordance with Section 33;
(ii) address such other aspects the Rentable Square Feet of the build-out Office Premises and/or Storage Area, as applicable, shall be increased by the Rentable Square Feet of such Expansion Space as are unique or different from the construction portion of the initial Tenant Improvements for the Premises (includingFirst Offer Space and Tenant's Proportionate Share, without limitationif applicable, the tenant improvement allowance to be provided by Landlord for such Expansion Space, which shall be determined as set forth in Section 1.4.2.2 below), and adjusted to reflect the added square footage;
(iii) delete and/or modify the provisions term of the Tenant Work Letter that are not applicable to the Expansion Space (demise covering such as, for example, the deletion of Sections 5.7 and 5.8 portion of the Tenant Work Letter which First Offer Space shall not be applicable to commence on the Expansion Space). Landlord shall deliver possession later of the Expansion date of delivery of the First Offer Space to Tenant following or the later of (A) the date Tenant delivers the Expansion Space Notice to Landlord, and (B) the date the Building, the Premises and the Expansion Space are in Ready for TI Condition; provided, however, Tenant shall not be obligated to accept delivery of possession of any Expansion Space prior to May 1, 2009, and Landlord shall not deliver possession of such Expansion Space to Tenant prior to May 1, 2009 unless Tenant expressly designates in its Expansion Space Notice an earlier date for delivery (which earlier date shall be no sooner than the date the Building, the Premises and the Expansion Space are in Ready for TI Condition). Notwithstanding the date Landlord delivers possession of the Expansion Space to Tenant pursuant to the foregoing, Tenant may start construction of the Tenant Expansion Space Improvement Work at any time thereafter. During such 6-month construction period commencing as of the date Tenant actually starts such construction activities (but not beyond the Expansion Space Commencement Date), Tenant shall not be obligated to pay for the cost of any electricity, water, HVAC or other utilities consumed in such Expansion Space (but Tenant shall, at all times after delivery of possession of such Expansion Space, and at Tenant’s cost, provide all janitorial services for such Expansion Space); after such 6-month construction period, Tenant shall pay for all electricity and other utilities consumed in such Expansion Space until the Expansion First Offer Space Commencement Date occurs, after which date Tenant and shall pay for the cost of such utilities either directly or as part of Utilities Costs in the manner provided in Article 6 below.
1.4.2.2 If Tenant timely and properly exercises its expansion right to lease any applicable Expansion Space pursuant to the foregoing provisions of this Section 1.4, the applicable Expansion Space shall be added to and become a part of the Premises for a lease term (the “Expansion Space Term”) commencing on the Expansion Space Commencement Date (as defined below) and expiring coterminously expire simultaneously with the expiration of the Lease Term for the initial Premises (as may be extended pursuant to the Extension Option Rider), upon all of the applicable terms and conditions of this Lease, except including any extension or renewal thereof;
(iv) the First Offer Space shall be rented in its "AS IS" condition as provided below in this Section 1.4. As used herein, of the “Expansion First Offer Space Commencement Date” Date (inasmuch as tenant construction periods and/or tenant improvement work and allowances, if any, will be reflected in the Market Rental Rate determined pursuant to Section 33 below) unless the First Offer Space has never been improved for use by another tenant and is not storage space within the applicable Expansion Space leased by Tenant hereunder basement of the Building, in which event Landlord shall be the earlier of: (i) the date Tenant commences business operations in such Expansion Space; and (ii) the date which is the later of (A) six (6) months after Landlord delivers possession of such Expansion Space to provide Tenant with the Base, Shell and Core therefor in Ready for TI Condition as set forth in the Tenant Work Letter, and otherwise in its “AS IS” condition, or a market tenant improvement allowance (B) December 1, 2009. For purposes hereof, Tenant’s “business operations” which shall not include use or occupancy of any Expansion Space solely for purposes incident or related also be determined pursuant to the construction procedures for determination of the Tenant Expansion Space Improvement Work, fit-out of such Expansion Space, setup or testing of furniture, fixtures, equipment or systems, or premises move-in.
1.4.2.3 The initial Base Rent payable for such Expansion Space leased by Tenant under this Section 1.4.1 shall be at the same rate per rentable square foot as applicable to the initial Premises as Market Rental Rate set forth in Section 8 33) and shall be disbursed in accordance with the procedures for disbursement of the Summary as of the Expansion Vacant Space Commencement Date for such Expansion Space (but without regard to the four (4) month Base Rent discount provided therein), which rate shall be increased following such Expansion Space Commencement Date at the same Base Rent rate per rentable square foot and at the same time as the Base Rent applicable to the initial Premises is increased as Allowance set forth in Section 8 29.D.(v); and
(v) if Tenant has validly exercised its right to lease a portion of the Summary.
1.4.2.4 Except for Landlord’s obligation hereinabove to deliver the Expansion Space to Tenant in Ready for TI Condition, to construct the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (if applicable), and to pay for the cost of the 5th Floor Lobby/HVAC Work (if applicable), (i) Landlord shall have no obligation to perform or pay for, or contribute any improvement allowance for, any alterations or improvements to or for such Expansion First Offer Space, (ii) the provisions of the Tenant Work Letter shall not apply with respect to the Expansion Space, and (iii) Tenant shall be solely responsible, at its expense, for installing all tenant improvements in the Expansion Space (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor, since such HVAC main loop will not be installed by Landlord as part of the Ready for TI Condition as set forth in the Tenant Work Letter); however, Tenant shall be entitled to receive from Landlord a tenant improvement allowance to help Tenant pay for the costs of the design and construction of any initial tenant improvements installed by Tenant in such Expansion Space on or before the applicable Expansion First Offer Space Commencement Date therefor (includingLandlord and Tenant shall enter into a written amendment to this Lease confirming the terms, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists conditions and provisions applicable to such portion of the entire 5th Floor), First Offer Space as determined in an amount equal to the sum of (A) product of Forty-Five Dollars ($45.00) per rentable square foot of such Expansion Space multiplied by the fraction, the numerator of which is the number of months of the initial Expansion Space Term for such Expansion Space, and the denominator of which is 120, plus (B) $51,012.50. All such tenant improvements shall be constructed by Tenant pursuant to (and the procedures for Landlord’s disbursement of such tenant improvement allowance shall be as set forth in) the amendment to the Tenant Work Letter described in Section 1.4.2.1 above to be mutually agreed upon and executed by the parties as provided thereinaccordance herewith.
1.4.2.5 The Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for such Expansion Space shall be the same calendar year as the Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for the initial Premises set forth in Section 9 of the Summary.
1.4.2.6 For any Expansion Space leased by Tenant pursuant to this Section 1.4, Tenant shall have the right to lease additional parking passes in an amount equal to the Minimum Parking Ratio (as defined below) for such Expansion Space, free of any parking charges during the initial
Appears in 1 contract
Samples: Office Lease (Houghton Mifflin Co)
TERMS OF LEASE. 1.4.2.1 It is anticipated that Landlord shall lease the commencement date for the lease term of any 4400 Xxxxxxxx Expansion Space leased by Tenant under this Section 1.4 will occur on or about December 1, 2009, and, except as expressly provided below in this Section 1.4.2.1, Tenant will be provided a rent-free six (6) month construction period following Landlord’s delivery of such Expansion Option Space to Tenant with on all the Base, Shell and Core therefor in Ready for TI Condition (as described below) during which construction period Tenant will construct the initial tenant improvements for such Expansion Space (including the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), and to the extent mutually agreed by the parties with respect to any Partial Expansion Space and/or Remaining Expansion Space leased by Tenant, as provided in Section 1.4 above, the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (collectively, the “Tenant Expansion Space Improvement Work”). Tenant shall construct the Tenant Expansion Space Improvement Work (and Landlord shall construct that portion of the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work which the parties have mutually agreed shall be Landlord’s obligation to construct) pursuant to terms, conditions and procedures which are substantially consistent with the terms, conditions and procedures set forth in the Tenant Work Letter, as set forth in an amendment to such Tenant Work Letter to be mutually agreed upon and executed by the parties promptly following Tenant’s exercise of its expansion right. Such Tenant Work Letter amendment shall (i) incorporate such schedules for the parties’ obligations regarding design, approvals, construction and Landlord and Tenant delays as are applicable to the Expansion Space, (ii) address such other aspects of the build-out of such Expansion Space as are unique or different from the construction of the initial Tenant Improvements for the Premises (including, without limitation, the tenant improvement allowance to be provided by Landlord for such Expansion Space, which shall be determined as set forth in Section 1.4.2.2 below), and (iii) delete and/or modify the provisions of the Tenant Work Letter that are not applicable to the Expansion Space (such as, for example, the deletion of Sections 5.7 and 5.8 of the Tenant Work Letter which shall not be applicable to the Expansion Space). Landlord shall deliver possession of the Expansion Space to Tenant following the later of (A) the date Tenant delivers the Expansion Space Notice to Landlord, and (B) the date the Building, the Premises and the Expansion Space are in Ready for TI Condition; provided, however, Tenant shall not be obligated to accept delivery of possession of any Expansion Space prior to May 1, 2009, and Landlord shall not deliver possession of such Expansion Space to Tenant prior to May 1, 2009 unless Tenant expressly designates in its Expansion Space Notice an earlier date for delivery (which earlier date shall be no sooner than the date the Building, the Premises and the Expansion Space are in Ready for TI Condition). Notwithstanding the date Landlord delivers possession of the Expansion Space to Tenant pursuant to the foregoing, Tenant may start construction of the Tenant Expansion Space Improvement Work at any time thereafter. During such 6-month construction period commencing as of the date Tenant actually starts such construction activities (but not beyond the Expansion Space Commencement Date), Tenant shall not be obligated to pay for the cost of any electricity, water, HVAC or other utilities consumed in such Expansion Space (but Tenant shall, at all times after delivery of possession of such Expansion Space, and at Tenant’s cost, provide all janitorial services for such Expansion Space); after such 6-month construction period, Tenant shall pay for all electricity and other utilities consumed in such Expansion Space until the Expansion Space Commencement Date occurs, after which date Tenant shall pay for the cost of such utilities either directly or as part of Utilities Costs in the manner provided in Article 6 below.
1.4.2.2 If Tenant timely and properly exercises its expansion right to lease any applicable Expansion Space pursuant to the foregoing provisions of this Section 1.4, the applicable Expansion Space shall be added to and become a part of the Premises for a lease term (the “Expansion Space Term”) commencing on the Expansion Space Commencement Date (as defined below) and expiring coterminously with the expiration of the Lease Term for the initial Premises (as may be extended pursuant to the Extension Option Rider), upon all of the applicable same terms and conditions of this Lease, except as provided below contained in this Section 1.4. As used herein, the “Expansion Space Commencement Date” for the applicable Expansion Space leased by Tenant hereunder shall be the earlier of: (i) the date Tenant commences business operations in such Expansion Space; and (ii) the date which is the later of (A) six (6) months after Landlord delivers possession of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition as set forth in the Tenant Work Letter, and otherwise in its “AS IS” condition, or (B) December 1, 2009. For purposes hereof, Tenant’s “business operations” shall not include use or occupancy of any Expansion Space solely for purposes incident or related to the construction of the Tenant Expansion Space Improvement Work, fit-out of such Expansion Space, setup or testing of furniture, fixtures, equipment or systems, or premises move-in.
1.4.2.3 The initial Base Rent payable for such Expansion Space leased by Tenant under this Section 1.4.1 shall be at the same rate per rentable square foot as applicable to the initial Premises as set forth in Section 8 of the Summary as of the Expansion Space Commencement Date for such Expansion Space (but without regard to the four (4) month Base Rent discount provided therein), which rate shall be increased following such Expansion Space Commencement Date at the same Base Rent rate per rentable square foot and at the same time as the Base Rent applicable to the initial Premises is increased as set forth in Section 8 of the Summary.
1.4.2.4 Except for Landlord’s obligation hereinabove to deliver the Expansion Space to Tenant in Ready for TI Condition, to construct the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (if applicable), and to pay for the cost of the 5th Floor Lobby/HVAC Work (if applicable), Lease except (i) Landlord shall have no obligation not be required to perform or pay for, or contribute to Tenant any tenant improvement allowance for, any alterations or improvements to or for such Expansion Spaceinducement, (ii) the provisions term of Tenant’s lease of the 4400 Xxxxxxxx Expansion Option Space shall be for ten (10) years, commencing on the date on which Landlord delivers to possession of the 4400 Xxxxxxxx Expansion Option Space to Tenant Work Letter shall not apply with respect (subject to the Expansion Spaceextension pursuant to Section 26.5), and (iii) Tenant may not place or install exterior signage on the building in which the 4400 Xxxxxxxx Expansion Option Space is located, (iv) Tenant shall be solely responsible, at its expense, deliver to Landlord concurrently with Tenant’s execution of an amendment to this Lease to include the 4400 Xxxxxxxx Expansion Option Space or Tenant’s execution of a new lease for installing all tenant improvements in the 4400 Xxxxxxxx Expansion Option Space (including, without limitation, which Tenant shall execute within thirty (30) days after Tenant exercises its Expansion Option and receives the HVAC main loop proposed amendment or lease from Landlord) a security deposit for the 5th Floor if the 4400 Xxxxxxxx Expansion Option Space initially leased by Tenant consists of the entire 5th Floor, since such HVAC main loop will not be installed by Landlord as part of the Ready for TI Condition as set forth in the Tenant Work Letter); however, Tenant shall be entitled to receive from Landlord a tenant improvement allowance to help Tenant pay for the costs of the design and construction of any initial tenant improvements installed by Tenant in such Expansion Space on or before the applicable Expansion Space Commencement Date therefor (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), in an amount equal to the sum last monthly installment of Base Rent due for the 4400 Xxxxxxxx Expansion Option Space, (Av) product of Forty-Five Dollars ($45.00) the monthly Base Rent per rentable square foot for the 4400 Xxxxxxxx Expansion Option Space shall be an amount equal to monthly Base Rent per rentable square foot of such Expansion Space multiplied by the fraction, existing Premises in effect at the numerator of which is the number of months commencement of the initial term of the 4400 Xxxxxxxx Expansion Space Term for such Expansion Option Space, and the denominator of which is 120, plus less (B) $51,012.50. All such tenant improvements shall be constructed by Tenant pursuant to (and the procedures for Landlord’s disbursement of such tenant improvement allowance shall be as set forth in1) the amendment amount of the monthly Base Rent per rentable square foot attributable to the Tenant Work Letter described in Section 1.4.2.1 above Additional Allowance (if any) and (2) the amount of the monthly Base Rent per rentable square foot attributable to the Base Allowance (which the parties agree to be mutually agreed upon and executed by the parties as provided therein.
1.4.2.5 The Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for such Expansion Space shall be the same calendar year as the Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for the initial Premises set forth in Section 9 of the Summary.
1.4.2.6 For any Expansion Space leased by Tenant pursuant to this Section 1.4, Tenant shall have the right to lease additional parking passes in an amount equal to Seven and One-Half Cents ($0.075) per rentable square foot, increased by three and one-half percent (3.5%) per annum beginning on the Minimum Parking Ratio (as defined below) for such Commencement Date and ending on the commencement date of the term of the 4400 Xxxxxxxx Expansion Space), free subject to further increases thereafter in the same percentages and on the same dates as the remainder of any parking charges during the initialPremises pursuant to Section 4.2, and (vi) Tenant shall lease the 4400 B ohannon Expansion Option Space in its “as is” condition, except Landlord shall deliver the 4400 Xxxxxxxx Expansion Option Space to Tenant in broom clean condition, with building systems in good working condition and the roof in water right condition.
Appears in 1 contract
TERMS OF LEASE. 1.4.2.1 It is anticipated that the commencement date for the If Tenant has validly exercised its option to lease term of any Expansion Space leased by Tenant under this Section 1.4 will occur on all or about December 1, 2009, and, except as expressly provided below in this Section 1.4.2.1, Tenant will be provided a rent-free six (6) month construction period following Landlord’s delivery of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition (as described below) during which construction period Tenant will construct the initial tenant improvements for such Expansion Space (including the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), and to the extent mutually agreed by the parties with respect to any Partial Expansion Space and/or Remaining Expansion Space leased by Tenant, as provided in Section 1.4 above, the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (collectively, the “Tenant Expansion Space Improvement Work”). Tenant shall construct the Tenant Expansion Space Improvement Work (and Landlord shall construct that portion of the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work which Vacant Space, then the parties have mutually agreed applicable Vacant Space shall be Landlord’s obligation included as part of the Premises for all purposes hereof, subject to construct) pursuant to terms, conditions and procedures which are substantially consistent with all of the terms, conditions and procedures set forth in provisions of this Lease. Without limitation of the Tenant Work Letter, as set forth in an amendment to such Tenant Work Letter to be mutually agreed upon and executed by the parties promptly following Tenant’s exercise of its expansion right. Such Tenant Work Letter amendment shall foregoing:
(i) incorporate such schedules Base Rent per Rentable Square Foot for the parties’ obligations regarding designapplicable Vacant Space shall be at the same respective rates from time to time as Base Rent for the initial Office Premises or Storage Area, approvals, construction and Landlord and Tenant delays as are applicable to the Expansion Space, applicable;
(ii) address such other aspects the Rentable Square Feet of the build-out Office Premises and/or Storage Area, shall be increased by the Rentable Square Feet of the applicable Vacant Space and Tenant’s Proportionate Share shall be accordingly adjusted if the Vacant Space is not basement space;
(iii) the term of the demise covering the applicable Vacant Space shall commence on the later to occur of the Commencement Date or the earlier of the date which is one hundred fifty (150) days following the date of Landlord’s receipt of the Vacant Space Exercise Notice or the date of substantial completion of the Vacant Space Improvements (as defined in Section 29.D(iv)) and shall expire simultaneously with the expiration or earlier termination of the Term of this Lease, including any extension or renewal thereof; and
(iv) if the Vacant Space Exercise Notice is given by Tenant before October 1, 2001 and is accompanied by a detailed space plan for the applicable Vacant Space, the tenant improvements for the applicable Vacant Space shall be completed by Landlord as part of Landlord’s Work pursuant to Section 27 and the Workletter Agreement and the Delivery Schedule shall be adjusted to reflect the addition of such Expansion space. If the Vacant Space Exercise Notice is given by Tenant on or after October 1, 2001, any tenant improvements for the Vacant Space (“VACANT SPACE IMPROVEMENTS”) shall be completed by Tenant at Tenant’s cost (except as are unique or different from hereinafter provided) pursuant to the construction requirements of Section 12 (although the initial Vacant Space Improvements shall be considered Tenant Improvements for the Premises (including, without limitation, the tenant improvement allowance purposes of removal pursuant to be provided by Landlord for such Expansion Space, which shall be determined as set forth in Section 1.4.2.2 below18), and (iii) delete and/or modify Landlord shall make a contribution towards the provisions cost of the Vacant Space Improvements in the amount of Thirty Two and 50/100 Dollars ($32.50) per Rentable Square Foot of the applicable Vacant Space (“VACANT SPACE ALLOWANCE”) to be disbursed as hereinafter provided. The Vacant Space Allowance shall be utilized by Tenant Work Letter that are not applicable to pay for items covered under Section 13.1 of the Workletter Agreement with respect to the Expansion Vacant Space (such as, for example, Improvements; provided that no more than $.50 per Rentable Square Foot may be utilized to pay architectural and engineering fees and the deletion of Sections 5.7 and 5.8 of the Tenant Work Letter which shall Vacant Space Allowance may not be utilized for FF&E or Workstation Wiring. Notwithstanding the foregoing, if the applicable to Vacant Space has previously been built out and occupied by another tenant whose lease has terminated or is storage space within the Expansion Space). Landlord shall deliver possession basement of the Expansion Space to Tenant following the later of (A) the date Tenant delivers the Expansion Space Notice to Landlord, and (B) the date the Building, the Premises and the Expansion Space are in Ready for TI Condition; provided, however, Tenant Landlord shall not be obligated to accept delivery fund any Vacant Space Allowance or construct any tenant improvements therein.
(v) Landlord shall disburse the Vacant Space Allowance to Tenant (or to the contractor(s) performing the Vacant Space Improvements as, Landlord may elect), in progress payments, with each payment to be made within thirty (30) days following Tenant’s written request for payment (to be given no more than monthly), provided all of possession the following conditions have been satisfied:
(a) prior to any disbursement of the Vacant Space Allowance, Tenant shall have provided Landlord, the Mortgagee(s), the Ground Lessor(s) and the title insurance company disbursing the Vacant Space Allowance and/or insuring the Building (“TITLE COMPANY”), if any, with such customary assurances and undertakings that Tenant will, and has the ability to, pay the amounts by which the costs of the Vacant Space Improvements will exceed the Vacant Space Allowance, as reasonably determined by Landlord (“VACANT SPACE EXCESS COSTS”), as they may reasonably require, and shall further execute such documents and instruments, including indemnities as the Mortgagee(s), Ground Lessor(s) and Title Company may require in connection therewith, including assurances of lien-free completion. The costs of the Vacant Space Improvements shall be funded from the Vacant Space Allowance, and from Tenant’s funds, on a pari passu basis;
(b) each progress payment shall be for work performed during the preceding month less a retainage of ten percent (10%) of each progress payment (“RETAINAGE”) and each request for a progress payment shall be accompanied by a certificate from Tenant certifying the costs incurred and/or paid in the preceding month, the names of each contractor and subcontractor to whom payment is due and the amount thereof, and shall also be accompanied by copies of conditional waivers and releases of lien upon progress payment, in form satisfactory to Landlord, from all contractors, subcontractors and material suppliers covering all work and materials (provided that as long as the general contractor’s lien waiver has been obtained, Tenant may submit subcontractor lien waivers within thirty (30) days after the progress payment, subject to Landlord’s receipt of title endorsements satisfactory to Landlord, and the approval of any Expansion Mortgagee or any Ground Lessor) as well as a certificate from the architect supervising the Vacant Space Improvements, in form satisfactory to Landlord, certifying the status of the work to date, and that the work is being completed in accordance with the plans and specifications therefor approved by Landlord in accordance with Section 12, in accordance with all applicable legal requirements, and in accordance with all other requirements of Section 12. In addition, Tenant shall fund its proportionate share of each progress payment prior to May 1or concurrently with the disbursement of the applicable portion of the Vacant Space Allowance;
(c) with respect to the final disbursement of the Vacant Space Allowance (including Retainage), 2009Landlord shall have received certifications from the architect supervising the Vacant Space Improvements, that the Vacant Space Improvements have been completed in accordance with the plans and specifications therefor approved by Landlord pursuant to Section 12, and in accordance with all applicable legal requirements, and that all other requirements of Section 12 applicable to the Vacant Space Improvements have been met;
(d) with respect to the final disbursement of the Vacant Space Allowance (including Retainage), Landlord shall have received contractors’ affidavits and suppliers’ affidavits (for suppliers with lien rights) and waivers of lien satisfactory to Landlord evidencing that the Vacant Space Improvements have been completed and that all costs of the Vacant Space Improvements have been paid in full (or will be paid in full out of the final disbursement of the Vacant Space Allowance) and evidence satisfactory to Landlord, the Mortgagee(s), Ground Lessor(s), and Title Company that Tenant has paid or concurrently with the disbursement is paying all costs of the Vacant Space Improvements in excess of the Vacant Space Allowance; and
(e) Tenant shall not be in default under any of the terms and provisions of this Lease at the time of any disbursement of the Vacant Space Allowance.
(vi) Disbursement of any portion of the Vacant Space Allowance shall not be deemed a waiver of Tenant’s obligation to comply with any of the terms of Section 12. Tenant shall be solely responsible for the completeness of the contractor’s affidavits and waivers of lien and approval of any work done, and Landlord shall not deliver possession of such Expansion Space to Tenant prior to May 1, 2009 unless Tenant expressly designates in its Expansion Space Notice an earlier date for delivery (which earlier date shall be no sooner than the date the Building, the Premises and the Expansion Space are in Ready for TI Condition). Notwithstanding the date Landlord delivers possession of the Expansion Space to Tenant pursuant to the foregoing, Tenant may start construction of the Tenant Expansion Space Improvement Work at any time thereafter. During such 6-month construction period commencing as of the date Tenant actually starts such construction activities (but not beyond the Expansion Space Commencement Date), Tenant shall not be obligated to pay for the cost of any electricity, water, HVAC or other utilities consumed in such Expansion Space (but Tenant shall, at all times after delivery of possession of such Expansion Space, and at Tenant’s cost, provide all janitorial services for such Expansion Space); after such 6-month construction period, Tenant shall pay for all electricity and other utilities consumed in such Expansion Space until the Expansion Space Commencement Date occurs, after which date Tenant shall pay for the cost of such utilities either directly or as part of Utilities Costs in the manner provided in Article 6 below.
1.4.2.2 If Tenant timely and properly exercises its expansion right to lease any applicable Expansion Space pursuant to the foregoing provisions of this Section 1.4, the applicable Expansion Space shall be added to and become a part of the Premises for a lease term (the “Expansion Space Term”) commencing on the Expansion Space Commencement Date (as defined below) and expiring coterminously with the expiration of the Lease Term for the initial Premises (as may be extended pursuant to the Extension Option Rider), upon all of the applicable terms and conditions of this Lease, except as provided below in this Section 1.4. As used herein, the “Expansion Space Commencement Date” for the applicable Expansion Space leased by Tenant hereunder shall be the earlier of: (i) the date Tenant commences business operations in such Expansion Space; and (ii) the date which is the later of (A) six (6) months after Landlord delivers possession of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition as set forth in the Tenant Work Letter, and otherwise in its “AS IS” condition, or (B) December 1, 2009. For purposes hereof, Tenant’s “business operations” shall not include use or occupancy of any Expansion Space solely for purposes incident or related to the construction of the Tenant Expansion Space Improvement Work, fit-out of such Expansion Space, setup or testing of furniture, fixtures, equipment or systems, or premises move-in.
1.4.2.3 The initial Base Rent payable for such Expansion Space leased by Tenant under this Section 1.4.1 shall be at the same rate per rentable square foot as applicable to the initial Premises as set forth in Section 8 of the Summary as of the Expansion Space Commencement Date for such Expansion Space (but without regard to the four (4) month Base Rent discount provided therein), which rate shall be increased following such Expansion Space Commencement Date at the same Base Rent rate per rentable square foot and at the same time as the Base Rent applicable to the initial Premises is increased as set forth in Section 8 of the Summary.
1.4.2.4 Except for Landlord’s obligation hereinabove to deliver the Expansion Space to Tenant in Ready for TI Condition, to construct the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (if applicable), and to pay for the cost of the 5th Floor Lobby/HVAC Work (if applicable), (i) Landlord shall have no obligation to perform or pay for, or contribute any improvement allowance for, any alterations or improvements to or for such Expansion Space, (ii) the provisions of the Tenant Work Letter shall not apply with respect to the Expansion Space, and (iii) Tenant shall be solely responsible, at its expense, for installing all tenant improvements in the Expansion Space (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor, since such HVAC main loop will not be installed by Landlord as part of the Ready for TI Condition as set forth in the Tenant Work Letter); however, Tenant shall be entitled to receive from Landlord a tenant improvement allowance to help Tenant pay for the costs of the design and construction of any initial tenant improvements installed by Tenant in such Expansion Space on or before the applicable Expansion Space Commencement Date therefor (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), in an amount equal to the sum of (A) product of Forty-Five Dollars ($45.00) per rentable square foot of such Expansion Space multiplied by the fraction, the numerator of which is the number of months of the initial Expansion Space Term for such Expansion Space, and the denominator of which is 120, plus (B) $51,012.50. All such tenant improvements shall be constructed by Tenant pursuant to (and the procedures for Landlord’s disbursement of such tenant improvement allowance shall be as set forth in) the amendment to the Tenant Work Letter described in Section 1.4.2.1 above to be mutually agreed upon and executed by the parties as provided thereinresponsibility therefor.
1.4.2.5 The Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for such Expansion Space shall be the same calendar year as the Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for the initial Premises set forth in Section 9 of the Summary.
1.4.2.6 For any Expansion Space leased by Tenant pursuant to this Section 1.4, Tenant shall have the right to lease additional parking passes in an amount equal to the Minimum Parking Ratio (as defined below) for such Expansion Space, free of any parking charges during the initial
Appears in 1 contract
Samples: Office Lease (Houghton Mifflin Co)
TERMS OF LEASE. 1.4.2.1 It is anticipated that the commencement date for the Landlord shall lease term each increment of any Second Expansion Space leased by Tenant under this Section 1.4 will occur on or about December 1, 2009, and, except as expressly provided below in this Section 1.4.2.1, Tenant will be provided a rent-free six (6) month construction period following Landlord’s delivery of such Expansion Option Space to Tenant with on all the Basesame, Shell and Core therefor in Ready for TI Condition (as described below) during which construction period Tenant will construct the initial tenant improvements for such Expansion Space (including the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), and to the extent mutually agreed by the parties with respect to any Partial Expansion Space and/or Remaining Expansion Space leased by Tenant, as provided in Section 1.4 above, the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (collectively, the “Tenant Expansion Space Improvement Work”). Tenant shall construct the Tenant Expansion Space Improvement Work (and Landlord shall construct that portion of the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work which the parties have mutually agreed shall be Landlord’s obligation to construct) pursuant to terms, conditions and procedures which are substantially consistent with the terms, conditions and procedures set forth in the Tenant Work Letter, as set forth in an amendment to such Tenant Work Letter to be mutually agreed upon and executed by the parties promptly following Tenant’s exercise of its expansion right. Such Tenant Work Letter amendment shall (i) incorporate such schedules for the parties’ obligations regarding design, approvals, construction and Landlord and Tenant delays as are applicable to the Expansion Space, (ii) address such other aspects of the build-out of such Expansion Space as are unique or different from the construction of the initial Tenant Improvements for the Premises (including, without limitation, the tenant improvement allowance to be provided by Landlord for such Expansion Space, which shall be determined as set forth in Section 1.4.2.2 below), and (iii) delete and/or modify the provisions of the Tenant Work Letter that are not applicable to the Expansion Space (such as, for example, the deletion of Sections 5.7 and 5.8 of the Tenant Work Letter which shall not be applicable to the Expansion Space). Landlord shall deliver possession of the Expansion Space to Tenant following the later of (A) the date Tenant delivers the Expansion Space Notice to Landlord, and (B) the date the Building, the Premises and the Expansion Space are in Ready for TI Condition; provided, however, Tenant shall not be obligated to accept delivery of possession of any Expansion Space prior to May 1, 2009, and Landlord shall not deliver possession of such Expansion Space to Tenant prior to May 1, 2009 unless Tenant expressly designates in its Expansion Space Notice an earlier date for delivery (which earlier date shall be no sooner than the date the Building, the Premises and the Expansion Space are in Ready for TI Condition). Notwithstanding the date Landlord delivers possession of the Expansion Space to Tenant pursuant to the foregoing, Tenant may start construction of the Tenant Expansion Space Improvement Work at any time thereafter. During such 6-month construction period commencing as of the date Tenant actually starts such construction activities (but not beyond the Expansion Space Commencement Date), Tenant shall not be obligated to pay for the cost of any electricity, water, HVAC or other utilities consumed in such Expansion Space (but Tenant shall, at all times after delivery of possession of such Expansion Space, and at Tenant’s cost, provide all janitorial services for such Expansion Space); after such 6-month construction period, Tenant shall pay for all electricity and other utilities consumed in such Expansion Space until the Expansion Space Commencement Date occurs, after which date Tenant shall pay for the cost of such utilities either directly or as part of Utilities Costs in the manner provided in Article 6 below.
1.4.2.2 If Tenant timely and properly exercises its expansion right to lease any applicable Expansion Space pursuant to the foregoing provisions of this Section 1.4, the applicable Expansion Space shall be added to and become a part of the Premises for a lease term (the “Expansion Space Term”) commencing on the Expansion Space Commencement Date (as defined below) and expiring coterminously with the expiration of the Lease Term for the initial Premises (as may be extended pursuant to the Extension Option Rider), upon all of the applicable terms and conditions of this Lease, except as provided below contained in this Section 1.4. As used herein, the “Expansion Space Commencement Date” for the applicable Expansion Space leased by Tenant hereunder shall be the earlier of: (i) the date Tenant commences business operations in such Expansion Space; and (ii) the date which is the later of (A) six (6) months after Landlord delivers possession of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition as set forth in the Tenant Work Letter, and otherwise in its “AS IS” condition, or (B) December 1, 2009. For purposes hereof, Tenant’s “business operations” shall not include use or occupancy of any Expansion Space solely for purposes incident or related to the construction of the Tenant Expansion Space Improvement Work, fit-out of such Expansion Space, setup or testing of furniture, fixtures, equipment or systems, or premises move-in.
1.4.2.3 The initial Base Rent payable for such Expansion Space leased by Tenant under this Section 1.4.1 shall be at the same rate per rentable square foot as applicable to the initial Premises as set forth in Section 8 of the Summary as of the Expansion Space Commencement Date for such Expansion Space (but without regard to the four (4) month Base Rent discount provided therein), which rate shall be increased following such Expansion Space Commencement Date at the same Base Rent rate per rentable square foot and at the same time as the Base Rent applicable to the initial Premises is increased as set forth in Section 8 of the Summary.
1.4.2.4 Except for Landlord’s obligation hereinabove to deliver the Expansion Space to Tenant in Ready for TI Condition, to construct the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (if applicable), and to pay for the cost of the 5th Floor Lobby/HVAC Work (if applicable), Lease except (i) Landlord shall have no obligation not be required to perform or pay for, or contribute to Tenant any tenant improvement allowance for, any alterations or improvements to or for such Expansion Spaceinducement, (ii) the provisions term of Tenant’s lease of each increment of Second Expansion Option Space shall be for twelve (12) years, commencing on the date on which Landlord delivers to Tenant possession of the Tenant Work Letter shall not apply with respect increment of Second Expansion Option Space (subject to the Expansion Spaceextension pursuant to Section 26.2(e) below), and (iii) Tenant may not place exterior building signage on the building located at 0000 Xxxxxxxx Xxxxx (but Tenant shall be solely responsiblehave the right to place exterior building signage on the building located at 0000 Xxxxxxxx Xxxxx in accordance with the provisions contained in this Lease pertaining to exterior building signage), at its expense, for installing all tenant improvements in (iv) Tenant shall deliv er to Landlord concurrently with Tenant’s execution of an amendment to this Lease to include the Expansion Space (including, without limitation, the HVAC main loop additional premises or Tenant’s execution of a new lease for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor, since such HVAC main loop will not be installed by Landlord as part of the Ready for TI Condition as set forth in the Tenant Work Letter); however, additional premises (which Tenant shall be entitled to receive execute within thirty (30) days after Tenant exercises its Second Expansion Option and receives the proposed amendment or lease from Landlord Landlord) a tenant improvement allowance to help Tenant pay security deposit for the costs applicable increment of the design and construction of any initial tenant improvements installed by Tenant in such Second Expansion Option Space on or before the applicable Expansion Space Commencement Date therefor (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), in an amount equal to the sum last monthly installment of Base Rent due for the applicable increment of Second Expansion Option Space, (Av) product the monthly Base Rent per rentable square foot for the increment of Forty-Five Dollars ($45.00) Second Expansion Option Space leased by Tenant shall be an amount equal to monthly Base Rent per rentable square foot of such Expansion Space multiplied by the fraction, existing Premises in effect at the numerator of which is the number of months commencement of the initial term of the applicable increment of Second Expansion Space Term for such Expansion Option Space, and the denominator of which is 120, plus less (B) $51,012.50. All such tenant improvements shall be constructed by Tenant pursuant to (and the procedures for Landlord’s disbursement of such tenant improvement allowance shall be as set forth in1) the amendment amount of the monthly Base Rent per rentable square foot attributable to the Tenant Work Letter described in Section 1.4.2.1 above Additional Allowance (if any) and (2) the amoun t of the monthly Base Rent per rentable square foot attributable to the Base Allowance (which the parties agree to be mutually agreed upon and executed by the parties as provided therein.
1.4.2.5 The Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for such Expansion Space shall be the same calendar year as the Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for the initial Premises set forth in Section 9 of the Summary.
1.4.2.6 For any Expansion Space leased by Tenant pursuant to this Section 1.4, Tenant shall have the right to lease additional parking passes in an amount equal to Seven and One-Half Cents ($0.075) per rentable square foot, increased by three and one-half percent (3.5%) per annum beginning on the Minimum Parking Ratio Commencement Date and ending on the commencement date of the term of the applicable increment of Second Expansion Option Space), subject to further increases thereafter in the same percentages and on the same dates as the remainder of the Premises pursuit to Section 4.2, and (vi) Tenant shall lease the Second Expansion Option Space in its “as defined below) for such is” condition, except Landlord shall deliver the Second Expansion SpaceOption Space to Tenant in broom clean condition, free of any parking charges during with all building systems in good working condition and the initialroof in water-tight condition.
Appears in 1 contract
TERMS OF LEASE. 1.4.2.1 It is anticipated that the commencement date for the If Tenant has validly exercised its right to lease term of any Expansion Space leased by Tenant under this Section 1.4 will occur on or about December 1, 2009, and, except as expressly provided below in this Section 1.4.2.1, Tenant will be provided a rent-free six (6) month construction period following Landlord’s delivery of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition (as described below) during which construction period Tenant will construct the initial tenant improvements for such Expansion Space (including the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), and to the extent mutually agreed by the parties with respect to any Partial Expansion Space and/or Remaining Expansion Space leased by Tenant, as provided in Section 1.4 above, the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (collectively, the “Tenant Expansion Space Improvement Work”). Tenant shall construct the Tenant Expansion Space Improvement Work (and Landlord shall construct that portion of the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work which First Offer Space, then effective as of the parties have mutually agreed First Offer Space Commencement Date such portion of the First Offer Space shall be Landlord’s obligation included in the Premises, subject to construct) pursuant to terms, conditions and procedures which are substantially consistent with all of the terms, conditions and provisions of this Lease, except that:
(i) Base Rent per Rentable Square Foot for such portion of the First Offer Space shall be equal to the Market Rental Rate for such First Offer Space. If Tenant disagrees with Landlord’s determination of the Market Rental Rate set forth in the First Offer Notice, the Market Rental Rate shall be determined by arbitration in accordance with the procedures set forth in the Section 33, provided Tenant Work Letter, as set forth in an amendment to such Tenant Work Letter to be mutually agreed upon and executed by the parties promptly following Tenant’s exercise has given Landlord timely notice of its expansion right. Such Tenant Work Letter amendment shall (i) incorporate such schedules for the parties’ obligations regarding design, approvals, construction and Landlord and Tenant delays as are applicable to the Expansion Space, disagreement in accordance with Section 33;
(ii) address such other aspects the Rentable Square Feet of the build-out Office Premises and/or Storage Area, as applicable, shall be increased by the Rentable Square Feet of such Expansion Space as are unique or different from the construction portion of the initial Tenant Improvements for the Premises (includingFirst Offer Space and Tenant’s Proportionate Share, without limitationif applicable, the tenant improvement allowance to be provided by Landlord for such Expansion Space, which shall be determined as set forth in Section 1.4.2.2 below), and adjusted to reflect the added square footage;
(iii) delete and/or modify the provisions term of the Tenant Work Letter that are not applicable to the Expansion Space (demise covering such as, for example, the deletion of Sections 5.7 and 5.8 portion of the Tenant Work Letter which First Offer Space shall not be applicable to commence on the Expansion Space). Landlord shall deliver possession later of the Expansion date of delivery of the First Offer Space to Tenant following or the later of (A) the date Tenant delivers the Expansion Space Notice to Landlord, and (B) the date the Building, the Premises and the Expansion Space are in Ready for TI Condition; provided, however, Tenant shall not be obligated to accept delivery of possession of any Expansion Space prior to May 1, 2009, and Landlord shall not deliver possession of such Expansion Space to Tenant prior to May 1, 2009 unless Tenant expressly designates in its Expansion Space Notice an earlier date for delivery (which earlier date shall be no sooner than the date the Building, the Premises and the Expansion Space are in Ready for TI Condition). Notwithstanding the date Landlord delivers possession of the Expansion Space to Tenant pursuant to the foregoing, Tenant may start construction of the Tenant Expansion Space Improvement Work at any time thereafter. During such 6-month construction period commencing as of the date Tenant actually starts such construction activities (but not beyond the Expansion Space Commencement Date), Tenant shall not be obligated to pay for the cost of any electricity, water, HVAC or other utilities consumed in such Expansion Space (but Tenant shall, at all times after delivery of possession of such Expansion Space, and at Tenant’s cost, provide all janitorial services for such Expansion Space); after such 6-month construction period, Tenant shall pay for all electricity and other utilities consumed in such Expansion Space until the Expansion First Offer Space Commencement Date occurs, after which date Tenant and shall pay for the cost of such utilities either directly or as part of Utilities Costs in the manner provided in Article 6 below.
1.4.2.2 If Tenant timely and properly exercises its expansion right to lease any applicable Expansion Space pursuant to the foregoing provisions of this Section 1.4, the applicable Expansion Space shall be added to and become a part of the Premises for a lease term (the “Expansion Space Term”) commencing on the Expansion Space Commencement Date (as defined below) and expiring coterminously expire simultaneously with the expiration of the Lease Term for the initial Premises (as may be extended pursuant to the Extension Option Rider), upon all of the applicable terms and conditions of this Lease, except as provided below in this Section 1.4. As used herein, including any extension or renewal thereof;
(iv) the “Expansion First Offer Space Commencement Date” for the applicable Expansion Space leased by Tenant hereunder shall be the earlier of: (i) the date Tenant commences business operations in such Expansion Space; and (ii) the date which is the later of (A) six (6) months after Landlord delivers possession of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition as set forth in the Tenant Work Letter, and otherwise rented in its “AS IS” conditioncondition as of the First Offer Space Commencement Date (inasmuch as tenant construction periods and/or tenant improvement work and allowances, or if any, will be reflected in the Market Rental Rate determined pursuant to Section 33 below) unless the First Offer Space has never been improved for use by another tenant and is not storage space within the basement of the Building, in which event Landlord shall provide Tenant with a market tenant improvement allowance (B) December 1, 2009. For purposes hereof, Tenant’s “business operations” which shall not include use or occupancy of any Expansion Space solely for purposes incident or related also be determined pursuant to the construction procedures for determination of the Tenant Expansion Space Improvement Work, fit-out of such Expansion Space, setup or testing of furniture, fixtures, equipment or systems, or premises move-in.
1.4.2.3 The initial Base Rent payable for such Expansion Space leased by Tenant under this Section 1.4.1 shall be at the same rate per rentable square foot as applicable to the initial Premises as Market Rental Rate set forth in Section 8 33) and shall be disbursed in accordance with the procedures for disbursement of the Summary as of the Expansion Vacant Space Commencement Date for such Expansion Space (but without regard to the four (4) month Base Rent discount provided therein), which rate shall be increased following such Expansion Space Commencement Date at the same Base Rent rate per rentable square foot and at the same time as the Base Rent applicable to the initial Premises is increased as Allowance set forth in Section 8 29.D.(v); and
(v) if Tenant has validly exercised its right to lease a portion of the Summary.
1.4.2.4 Except for Landlord’s obligation hereinabove to deliver the Expansion Space to Tenant in Ready for TI Condition, to construct the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (if applicable), and to pay for the cost of the 5th Floor Lobby/HVAC Work (if applicable), (i) Landlord shall have no obligation to perform or pay for, or contribute any improvement allowance for, any alterations or improvements to or for such Expansion First Offer Space, (ii) the provisions of the Tenant Work Letter shall not apply with respect to the Expansion Space, and (iii) Tenant shall be solely responsible, at its expense, for installing all tenant improvements in the Expansion Space (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor, since such HVAC main loop will not be installed by Landlord as part of the Ready for TI Condition as set forth in the Tenant Work Letter); however, Tenant shall be entitled to receive from Landlord a tenant improvement allowance to help Tenant pay for the costs of the design and construction of any initial tenant improvements installed by Tenant in such Expansion Space on or before the applicable Expansion First Offer Space Commencement Date therefor (includingLandlord and Tenant shall enter into a written amendment to this Lease confirming the terms, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists conditions and provisions applicable to such portion of the entire 5th Floor), First Offer Space as determined in an amount equal to the sum of (A) product of Forty-Five Dollars ($45.00) per rentable square foot of such Expansion Space multiplied by the fraction, the numerator of which is the number of months of the initial Expansion Space Term for such Expansion Space, and the denominator of which is 120, plus (B) $51,012.50. All such tenant improvements shall be constructed by Tenant pursuant to (and the procedures for Landlord’s disbursement of such tenant improvement allowance shall be as set forth in) the amendment to the Tenant Work Letter described in Section 1.4.2.1 above to be mutually agreed upon and executed by the parties as provided thereinaccordance herewith.
1.4.2.5 The Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for such Expansion Space shall be the same calendar year as the Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for the initial Premises set forth in Section 9 of the Summary.
1.4.2.6 For any Expansion Space leased by Tenant pursuant to this Section 1.4, Tenant shall have the right to lease additional parking passes in an amount equal to the Minimum Parking Ratio (as defined below) for such Expansion Space, free of any parking charges during the initial
Appears in 1 contract
Samples: Office Lease (Houghton Mifflin Co)
TERMS OF LEASE. 1.4.2.1 It is anticipated that the commencement date for the Landlord shall lease term each increment of any First Expansion Space leased by Tenant under this Section 1.4 will occur on or about December 1, 2009, and, except as expressly provided below in this Section 1.4.2.1, Tenant will be provided a rent-free six (6) month construction period following Landlord’s delivery of such Expansion Option Space to Tenant with on all the Base, Shell and Core therefor in Ready for TI Condition (as described below) during which construction period Tenant will construct the initial tenant improvements for such Expansion Space (including the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), and to the extent mutually agreed by the parties with respect to any Partial Expansion Space and/or Remaining Expansion Space leased by Tenant, as provided in Section 1.4 above, the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (collectively, the “Tenant Expansion Space Improvement Work”). Tenant shall construct the Tenant Expansion Space Improvement Work (and Landlord shall construct that portion of the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work which the parties have mutually agreed shall be Landlord’s obligation to construct) pursuant to terms, conditions and procedures which are substantially consistent with the terms, conditions and procedures set forth in the Tenant Work Letter, as set forth in an amendment to such Tenant Work Letter to be mutually agreed upon and executed by the parties promptly following Tenant’s exercise of its expansion right. Such Tenant Work Letter amendment shall (i) incorporate such schedules for the parties’ obligations regarding design, approvals, construction and Landlord and Tenant delays as are applicable to the Expansion Space, (ii) address such other aspects of the build-out of such Expansion Space as are unique or different from the construction of the initial Tenant Improvements for the Premises (including, without limitation, the tenant improvement allowance to be provided by Landlord for such Expansion Space, which shall be determined as set forth in Section 1.4.2.2 below), and (iii) delete and/or modify the provisions of the Tenant Work Letter that are not applicable to the Expansion Space (such as, for example, the deletion of Sections 5.7 and 5.8 of the Tenant Work Letter which shall not be applicable to the Expansion Space). Landlord shall deliver possession of the Expansion Space to Tenant following the later of (A) the date Tenant delivers the Expansion Space Notice to Landlord, and (B) the date the Building, the Premises and the Expansion Space are in Ready for TI Condition; provided, however, Tenant shall not be obligated to accept delivery of possession of any Expansion Space prior to May 1, 2009, and Landlord shall not deliver possession of such Expansion Space to Tenant prior to May 1, 2009 unless Tenant expressly designates in its Expansion Space Notice an earlier date for delivery (which earlier date shall be no sooner than the date the Building, the Premises and the Expansion Space are in Ready for TI Condition). Notwithstanding the date Landlord delivers possession of the Expansion Space to Tenant pursuant to the foregoing, Tenant may start construction of the Tenant Expansion Space Improvement Work at any time thereafter. During such 6-month construction period commencing as of the date Tenant actually starts such construction activities (but not beyond the Expansion Space Commencement Date), Tenant shall not be obligated to pay for the cost of any electricity, water, HVAC or other utilities consumed in such Expansion Space (but Tenant shall, at all times after delivery of possession of such Expansion Space, and at Tenant’s cost, provide all janitorial services for such Expansion Space); after such 6-month construction period, Tenant shall pay for all electricity and other utilities consumed in such Expansion Space until the Expansion Space Commencement Date occurs, after which date Tenant shall pay for the cost of such utilities either directly or as part of Utilities Costs in the manner provided in Article 6 below.
1.4.2.2 If Tenant timely and properly exercises its expansion right to lease any applicable Expansion Space pursuant to the foregoing provisions of this Section 1.4, the applicable Expansion Space shall be added to and become a part of the Premises for a lease term (the “Expansion Space Term”) commencing on the Expansion Space Commencement Date (as defined below) and expiring coterminously with the expiration of the Lease Term for the initial Premises (as may be extended pursuant to the Extension Option Rider), upon all of the applicable same terms and conditions of this Lease, except as provided below contained in this Section 1.4. As used herein, the “Expansion Space Commencement Date” for the applicable Expansion Space leased by Tenant hereunder shall be the earlier of: (i) the date Tenant commences business operations in such Expansion Space; and (ii) the date which is the later of (A) six (6) months after Landlord delivers possession of such Expansion Space to Tenant with the Base, Shell and Core therefor in Ready for TI Condition as set forth in the Tenant Work Letter, and otherwise in its “AS IS” condition, or (B) December 1, 2009. For purposes hereof, Tenant’s “business operations” shall not include use or occupancy of any Expansion Space solely for purposes incident or related to the construction of the Tenant Expansion Space Improvement Work, fit-out of such Expansion Space, setup or testing of furniture, fixtures, equipment or systems, or premises move-in.
1.4.2.3 The initial Base Rent payable for such Expansion Space leased by Tenant under this Section 1.4.1 shall be at the same rate per rentable square foot as applicable to the initial Premises as set forth in Section 8 of the Summary as of the Expansion Space Commencement Date for such Expansion Space (but without regard to the four (4) month Base Rent discount provided therein), which rate shall be increased following such Expansion Space Commencement Date at the same Base Rent rate per rentable square foot and at the same time as the Base Rent applicable to the initial Premises is increased as set forth in Section 8 of the Summary.
1.4.2.4 Except for Landlord’s obligation hereinabove to deliver the Expansion Space to Tenant in Ready for TI Condition, to construct the 5th Floor Multi-Tenant Work and/or 5th Floor Lobby/HVAC Work (if applicable), and to pay for the cost of the 5th Floor Lobby/HVAC Work (if applicable), Lease except (i) Landlord shall have no obligation not be required to perform or pay for, or contribute to Tenant any tenant improvement allowance for, any alterations or improvements to or for such Expansion Spaceinducement, (ii) the provisions term of Tenant’s lease of each increment of First Expansion Option Space shall be for ten (10) years, commencing on the date on which Landlord delivers to Tenant possession of the Tenant Work Letter shall not apply with respect increment of First Expansion Option Space (subject to the Expansion Spaceextension pursuant to Section 26.1(e) and Section 26.2(e) below), and (iii) Tenant shall be solely responsiblenot have the right to install exterior signage on the building in which the First Expansion Option Space is located, at its expense, for installing all tenant improvements in (iv) Tenant shall deliver to Landlord concurrently with Tenant’s execution of an amendment to the Expansion Space (including, without limitation, Lease to include the HVAC main loop additional premises or Tenant’s execution of a new lease for the 5th Floor if additional premises (which Tenant shall execute within thirty (30) days after Tenant exercises its First Expansion Option and receives the proposed amendment or lease from Landlord) a security deposit for the applicable increment of First Expansion Option Space initially leased by Tenant consists of the entire 5th Floor, since such HVAC main loop will not be installed by Landlord as part of the Ready for TI Condition as set forth in the Tenant Work Letter); however, Tenant shall be entitled to receive from Landlord a tenant improvement allowance to help Tenant pay for the costs of the design and construction of any initial tenant improvements installed by Tenant in such Expansion Space on or before the applicable Expansion Space Commencement Date therefor (including, without limitation, the HVAC main loop for the 5th Floor if the Expansion Space initially leased by Tenant consists of the entire 5th Floor), in an amount equal to the sum last monthly installment of Base Rent due for the applicable increment of First Expansion Option Space, (Av) product the monthly Base Rent per rentable square foot for the increment of Forty-Five Dollars ($45.00) First Expansion Option Space leased by Tenant shall be an amount equal to monthly Base Rent per rentable square foot of such Expansion Space multiplied by the fraction, existing Premises in effect at the numerator of which is the number of months commencement of the initial term of the applicable increment of First Expansion Space Term for such Expansion Option Space, and the denominator of which is 120, plus less (B) $51,012.50. All such tenant improvements shall be constructed by Tenant pursuant to (and the procedures for Landlord’s disbursement of such tenant improvement allowance shall be as set forth in1) the amendment amount of the monthly Base Rent per rentable square foot attributable to the Tenant Work Letter described in Section 1.4.2.1 above Additional Allowance (if any) and (2) the amount of the monthly Base Rent per rentable square foot attributable to the Base Allowance (which the parties agree to be mutually agreed upon and executed by the parties as provided therein.
1.4.2.5 The Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for such Expansion Space shall be the same calendar year as the Expense Base Year, the Tax Expense Base Year and the Utilities Base Year for the initial Premises set forth in Section 9 of the Summary.
1.4.2.6 For any Expansion Space leased by Tenant pursuant to this Section 1.4, Tenant shall have the right to lease additional parking passes in an amount equal to Seven and One-Half Cents ($0.075) per rentable square foot, increased by three and one-half percent (3.5%) per annum beginning on the Minimum Parking Ratio Commencement Date and ending on the commencement date of the term Of the applicable increment of First Expansion Option Space), subject to further increases thereafter in the same percentages and on the same dates as the remainder of the Premises pursuant to Section 4,2, and (vi) Tenant shall lease the First Expansion Option Space in its “as defined below) for such is” condition, except Landlord shall deliver the First Expansion SpaceOption Space to Tenant in broom clean condition, free of any parking charges during with all building systems in good working condition and the initialroof in water-tight condition.
Appears in 1 contract
