Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s expense, perform Alterations in and to the Premises, provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost or integrity of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (f) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease. 10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions: (a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion. (b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof. (c) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the Building, and (iv) whether such Alteration complies with the Ground Lease and any other Encumbrance. (d) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizations, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard. (e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed. (f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall have the right to designate specific contractors that must be used by Tenant for the performance of work which would affect the structure of the Building and the sprinkler, fire and life safety, building management system and any other Building Systems. Landlord shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord. (g) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance. (h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard. (i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials. (j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in question. 10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architects, engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand. 10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord. 10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided above. 10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately. 10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises. 10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Sources: Lease Agreement (Playboy, Inc.)
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s expense, perform Alterations in and to the PremisesPremises to better adapt the same to its business, provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost expenses or integrity of the Building’s structure or any of its components, including, without limitation, the Building Systems; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (d) comply with all applicable Laws and Insurance Requirements; (e) be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld or unduly delayed with respect to non-structural Alterations to be performed within the Premises; (f) not violate any agreement (including, without limitation, any Encumbrance) which affects the Building or binds Landlord provided that Landlord shall have given Tenant prior notice thereof; and (g) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement. Notwithstanding anything to the contrary contained in this Section 10.1, and (f) comply subject to Tenant’s compliance with all applicable Laws terms and all orders, rules and regulations provisions of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Tenant shall not be required to obtain Landlord’s prior written consent to Alterations which Tenant shall remain subject desire to make in the Premises, provided that the same are: (i) located entirely within the Premises, (ii) non-structural, (iii) do not require the issuance of a building notice or building permit from the New York City Department of Buildings, (iv) do not affect the structure, exterior or common areas of the Building or the Building Systems, (v) are at least equal in quality to the approval first class standards of Ground Lessor within any applicable time periods provided construction of the Building, (vi) do not cost in excess of $50,000, in the Ground Leaseaggregate, over a twelve (12) month period and (vii) Tenant shall have given Landlord written notice of such Alterations (in reasonable detail) at least ten (10) Business Days’ prior to the performance of such Alterations.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
(b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(ci) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval of detailed plans and specifications for such Alteration (“Tenant’s Plans”), which approval shall not be unreasonably withheld or unduly delayed with respect to any Alteration as aforesaidto which Landlord may not unreasonably withhold Landlord’s consent. Tenant’s Plans shall include architectural, electrical, sprinkler, lighting, mechanical, duct distribution, plumbing and structural (if required) plans, shall be prepared by a professional architect or engineer licensed to practice in the State of Florida New York and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, standard and (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the Building, and (iv) whether such Alteration complies with . Tenant’s Plans shall not be deemed complete unless all of the Ground Lease and any other Encumbranceforegoing criteria shall be satisfied.
(dii) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until After Tenant shall have obtained and delivered to Landlord originals or true and submitted a complete copies set of all authorizations, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall have the right to designate specific contractors that must be used by Tenant for the performance of work which would affect the structure of the Building and the sprinkler, fire and life safety, building management system and any other Building Systems. Landlord shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in question.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord, Landlord shall review Tenant’s architectsPlans within the applicable Review Period (hereinafter defined) and notify Tenant (x) whether Landlord consents to Tenant’s Plans, engineers (y) whether Landlord requires additional information or other consultants details in order to evaluate Tenant’s Plans, or (z) Landlord’s reasons for reviewrefusing to consent to Tenant’s Plans and/or required revisions to Tenant’s Plans. The “Review Period” shall mean one of the following periods, Tenant whichever shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within apply: (w) fifteen (15) days after demand.
10.1.4 Prior Business Days, provided that Tenant shall have employed Landlord’s approved consulting engineer to prepare all mechanical, electrical, sprinkler, lighting, plumbing, structural and other engineering Tenant’s Plans (such Plans being hereinafter referred to the commencement of any Alteration which“Engineering Plans”), either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00twenty (20) Business Days if Tenant shall not have employed Landlord’s approved consulting engineer to prepare all Engineering Plans, and (y) a sum equal ten (10) Business Days with respect to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expensePlans for Tenant’s Work only, in an amount equal provided that Tenant shall have employed Landlord’s approved consulting engineer to at least 125% of the estimated cost of such Alteration, guaranteeing prepare all Engineering Plans and (z) fifteen (15) Business Days with respect to Landlord the prompt completion of and payment Tenant’s Plans for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant’s Work only if Tenant shall not remove any Alterations without have employed Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made approved consulting engineer to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in prepare all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided aboveEngineering Plans.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this LeaseTenant may, Tenant may from time to time, at Tenant’s expenseits own expense make changes, perform Alterations in additions and improvements to the PremisesPremises to better adapt the same to its business (each a “Tenant Alteration”), provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Tenant Alteration shall will (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost or integrity of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (f) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
Laws; (b) Tenant shall submit detailed plans and specifications for all other Alterations be made only with the prior to commencing such Alterations and such plans are subject to written consent of Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (, which consent will not be unreasonably withheld, conditioned or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
delayed; (c) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect equal or engineer licensed to practice in the State of Florida exceed Building Standard; and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the Building, and (iv) whether such Alteration complies with the Ground Lease and any other Encumbrance.
(d) All Alterations shall be performed in a good carried out only by persons selected by Tenant and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizations, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord (such approval to perform not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Tenant may, without Landlord’s consent but upon at least 10 business days’ prior notice to Landlord (and provided that all other provisions of this Section 7.1 will otherwise apply), make Tenant Alterations in which (a) do not exceed $5.00 per square foot of Rentable Area of the Premises affected by such change, addition or improvement, (b) do not affect the structural components of such Building, provided that Landlord shall (c) do not unreasonably withhold consent materially affect the mechanical, electrical, plumbing, HVAC, fire suppression or similar Building systems, (d) do not affect the exterior of such Building and (e) do not cause any part of the Premises to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 become non-compliant with respect to labor harmonyapplicable Laws (“Permitted Alterations”). Landlord shall will have the right to designate specific contractors that must be used by Tenant for post notices of non-responsibility or similar notices on the performance Premises, and to record such notices in the real property records of work which would affect the structure Alameda County, California, all in accordance with Section 8844 of the Building California Civil Code in order to protect the Premises, Buildings and the sprinkler, fire and life safety, building management system and Project against any other Building Systemsliens resulting from such Work. Landlord shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall will maintain, and shall will contractually cause all the persons performing any Alterations or other such work in the Building on behalf of relating to a Tenant Alteration to maintain (and Tenant’s contract with such persons will so provide that such person is obligated to maintain), worker’s compensation insurance, insurance and commercial general public liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as an additional insuredsinsured), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall will remain in effect during the entire period in which the work will be carried out and for such Alterations or other work shall additional time as may be performedfurther required for completed operations coverage. Prior to the commencement of every AlterationIf requested by Landlord, Tenant shall will deliver to Landlord proof of all such insurance.
. In addition to the foregoing, Tenant will cause the persons performing such work relating to such Tenant Alterations to execute agreements relating to reasonable rules and regulations, whereby such persons will agree to maintain insurance as set forth in such rules and regulations and to provide proof of such insurance upon request of Landlord. Landlord has the right to deny entry to the Premises to any persons performing work in the Premises relating to such Tenant Alterations until such persons have executed and delivered to Landlord such agreements relating to rules and regulations. Tenant will indemnify, defend and hold harmless Landlord, its managers, members, partners, officers, directors, subsidiaries, affiliates, employees and agents and Property Manager from and against any and all liability, loss, claims, demands, damages or expenses (hincluding reasonable attorneys’ fees) due to or arising out of Tenant’s failure to cause any persons performing work in the Premises relating to such Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) obtain the insurance required by this Lease. Subject to Exhibit B, Tenant shall will promptly pay, when due, the cost of all Alterations and other such work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall will deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇Landlord, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) . Tenant shall will also pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in question.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architects, engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided above.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building Project attributable to any such Tenant Alteration and (y) the cost of any modifications to the Building Project outside the Premises that are required to be made in order to make any the Tenant Alteration to the Premises.
10.1.8 . Tenant, at its expense, will have promptly prepared and submitted to Landlord reproducible as-built plans of any such Tenant Alteration upon its completion. Within 10 days after the completion of such Tenant Alteration, Tenant will, at its expense, record in the real property records of Alameda County, California a notice of completion in accordance with Section 8182 of the California Civil Code and provide Landlord with a copy of the same. All Tenant Alterations, whether temporary or permanent in character, will be Tenant’s property throughout the Term of this Lease and shall automatically become Landlord’s reviewproperty upon termination of this Lease, supervisionor termination of Tenant’s right to possession of the Premises, commenting on without compensation to Tenant. If at the time Landlord consents to their installation (or approval in the case of Permitted Alterations, Landlord makes the request 10 business days prior to the expiration of the Term), Landlord requests or approves the removal by Tenant of any plans such Tenant Alterations upon termination of this Lease or specifications submitted by the termination of Tenant’s right to possession of the Premises, Tenant will remove the same upon termination of this Lease, or termination of Tenant’s right to possession of the Premises, as provided in Section 15.1; provided that under no circumstances shall Tenant be required to remove any Alteration or aspect portion of work to be performed by or for the Leasehold Improvements (other than Specialized Tenant (whether pursuant to this Article 10 or otherwiseImprovements) constructed in accordance with Exhibit B. All other Tenant Alterations and the Leasehold Improvements shall be solely for Landlord’s protection property upon termination of this Lease, or termination of Tenant’s right to possession of the Premises, and shall create no warranties or duties will be relinquished to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in good condition, ordinary wear and tear and casualty excepted. Any and all Tenant Alterations that are “Telecom Equipment” (as defined below) will also be governed by the terms and conditions of Section 26, and if there is any manner that conflict between the same are saferequirements of this Section 7.1 and those of Section 26 with respect to Telecom Equipment, comply with applicable Laws, or Section 26 will be adequate for Tenant’s usegovern.
Appears in 1 contract
Sources: Lease Agreement (Exelixis, Inc.)
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s expense, perform Alterations in and to the Premises, provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost or integrity of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (f) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work (and Landlord shall cause Landlord's architect to submit detailed plans and specifications for the Sixth Floor Work to Tenant’s architect, if applicable, not less than thirty (30) days prior to the expiration of such one hundred twenty (120) day period) within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work and Sixth Floor Work, if applicable) and such plans are subject to Landlord's written approval in Landlord's reasonable discretion. Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇'s reasonable discretion▇ receives copies thereof.
(b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(c) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the Building, and (iv) whether such Alteration complies with the Ground Lease and any other Encumbrance.
(d) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizationspermits, authorization, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall have the right to designate specific contractors that must be used by Tenant for the performance of work which would affect the structure of the Building and the sprinkler, fire and life safety, building management system and any other Building Systems. Landlord shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in question.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architects, engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided above.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Sources: Lease Agreement (Playboy, Inc.)
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s expense, perform Alterations in and to the PremisesPremises to better adapt the same to its business, provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost or integrity of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the PremisesSystems, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) comply with all applicable Laws (including the Americans with Disabilities Act of 1990, NYC Local Laws No. 5 of 1973, No. 16 of 1984 and No. 58 of 1988, each as amended from time to time, and all Laws then in effect relating to asbestos) and all orders, rules and regulations of Insurance Boards; (f) be made only with the prior written consent of Landlord; (g) not violate any agreement (including, without limitation, any Encumbrance) which affects the Land or the Building or binds Landlord; and (h) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and . Notwithstanding item (f) above, (i) Tenant shall have the right to make purely decorative or cosmetic Alterations that do not require a DOB permit to perform without the consent of Landlord (“Cosmetic Decorations”) and (ii) Landlord shall not unreasonably withhold consent to non-structural Alterations to be performed within the Premises costing less than $100,000.00 in the aggregate over any one (1) year period and which otherwise comply with all applicable Laws items (a) — (e), (g) and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease(h) above.
10.1.2 All Alterations Alterations, including the Initial Improvements, shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
(b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(c) Tenant shall not commence the performance of any Alteration for which Landlord’s consent is required until Tenant shall have obtained Landlord’s prior written approval as aforesaidof detailed plans and specifications for such Alteration (“Tenant’s Plans”), other than Cosmetic Alterations. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida New York and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, standard and (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the Building, and (iv) whether such Alteration complies with the Ground Lease and any other Encumbrance.
(db) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizationspermits, authorization, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(ec) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation provided that no such modifications shall materially increase Tenant’s obligations or liabilities hereunder or reduce Tenant’s rights hereunder. Such rules and regulations governing when loud or disruptive work may shall be performedapplied in a nondiscriminatory manner as against other tenants of the Building.
(fd) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of FloridaNew York, are adequately insured in Landlord’s reasonable judgment as required under this Lease and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall at all times during the Term maintain a list of not less than three (3) independent, responsible contractors and subcontractors for each trade who shall be acceptable to Landlord, except that Landlord shall have the right to designate specific contractors that must be used by Tenant only one (1) approved contractor for the performance of work which would affect on the structure life safety systems and Building Systems of the Building and one (1) filing agent. Tenant shall use Landlord’s designated contractor(s) for all work on the sprinkler, fire life safety systems and life safety, building management system Building Systems of the Building and Landlord’s filing agent with respect to any other Building SystemsTenant’s Plans (including the construction drawings for the Initial Improvements). Landlord shall have the right to change the approved contractors set forth on such list at any time and from time to time. Landlord shall also have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(ge) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor agent and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(hf) Tenant shall perform all Alterations using materials at least equal in quality to the original construction of the Building or Landlord’s then current Building standardstandard or otherwise reasonably approved by Landlord.
(ig) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇Landlord, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(jh) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in questionall Alterations, Tenant Tenant, at its expense, shall promptly furnish prepare and submit to Landlord “reproducible as-built” built CAD plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in questionAlteration.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇Tenant’s Plans to Landlord’s architects, independent architects or engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable actual, reasonable, out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided above.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Alterations by Tenant. 10.1.1 Subject Tenant will not make or permit any improvements, additions, alterations, fixed decorations, substitutions, replacements or modifications, structural or otherwise, to the provisions of this Article 10 and to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s expense, perform Alterations in and Demised Premises or to the Premises, provided that Tenant first obtains Landlord’s Building (hereinafter referred to as “Alterations”) without the prior written consent thereto. Landlord shall not unreasonably withhold its of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion with respect to any Structural Alterations requested to be performed by Tenant provided and non-structural Alterations that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be are visible from the exterior of the Building; (b) Demised Premises, and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other non-structural or exceed or adversely affect the capacity, maintenance, operating cost or integrity of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (f) comply with all applicable Laws and all orders, rules and regulations of Insurance BoardsAlterations. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
(b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(c) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the Building, and (iv) whether such Alteration complies with the Ground Lease and any other Encumbrance.
(d) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizationsthe right, licenses and permits required to be obtained by applicable Laws after providing at least ten (10) days prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and abide by to the requirements Demised Premises (including installation of Section 10.1.6 with respect to labor harmony. Landlord shall have the right to designate specific contractors voice and data cabling) (collectively, “Minor Alterations”) that must be used by Tenant for the performance of work which would (i) do not affect the base Building structure or systems, (ii) do not require the issuance of a building permit, and (iii) are not visible from outside the Building and Demised Premises. “Structural Alterations” shall be deemed to include without limitation any Alterations that will necessitate any changes, replacements or additions to walls, ceilings, partitions (other than non-structural or free-standing partitions), columns, or floors or which in any way affect the sprinklerwater, electrical, mechanical, plumbing, fire and life safetysafety or HVAC systems of the Demised Premises or the Building. If Landlord’s consent is required for any Alterations, building management system and Landlord may impose any other Building Systems. Landlord shall have the right reasonable conditions to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall maintainsuch consent it deems appropriate, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations the approval of plans and contractual liability coverages)specifications, property damage supervision of the work by Landlord’s architect or contractor, the obtaining by Tenant of specified insurance and satisfactory evidence from Tenant of Tenant’s ability to pay for such other insurance as Landlord may reasonably require (with Landlord, Alterations. Landlord’s managing agent, Ground Lessor consent to any Alteration and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination approval of any Alterations in an amount equal to one percent (1%) plans and specifications constitutes approval of no more than the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies concept of such certificates of occupancy Alteration and not a representation or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws warranty with respect to the Alterations in question.
10.1.3 In the event that quality or functioning of such Alteration, plans and specifications. If Landlord shall submit ▇▇▇▇▇▇’s Plans fails to Landlord’s architects, engineers or other consultants respond to a request for review, Tenant shall pay its consent to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, an Alteration within fifteen (15) business days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost following submission of such Alterationrequest, guaranteeing to Landlord Tenant shall deliver a second written request for Landlord’s approval, which second request shall state in bold capital letters that the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, request will be deemed approved in accordance with Section 16.2 of the plans and specifications approved by Landlord.
10.1.5 Lease if Landlord fails to respond within three (3) business days. If Landlord fails to respond to Tenant shall not remove any Alterations without within three (3) business days after Landlord’s prior written approval as if receipt of such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shallsecond notice, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant then Landlord’s consent shall be deemed to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided abovegranted.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Sources: Lease Agreement (Cvent Inc)
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article Section 10 and to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s 's expense, perform Alterations in and to the PremisesPremises to better adapt the same to its business, provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost or integrity of the Building’s 's structure or any of its components, including, without limitation, the Building Systems; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (d) comply with all applicable Laws (including the Americans with Disabilities Act of 1990, NYC Local Laws No. 5 of 1973, No. 16 of 1984 and No. 58 of 1988, each as amended from time to time, and all Laws then in effect relating to asbestos) and all orders, rules and regulations of Insurance Boards; (e) be made only with the prior written consent of Landlord, which consent will not be unreasonably withheld or unduly delayed with respect to non-structural Alterations to be performed entirely within the Premises; (f) not violate any agreement (including, without limitation, any Encumbrance) which affects the Building or binds Landlord; and (g) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement. Notwithstanding anything to the contrary contained in this Section 10.1, subject to Tenant's compliance with all of the terms and provisions of this Section 10, Tenant shall not be required to obtain Landlord's consent to Alterations which Tenant shall desire to make in the Premises, provided that the same are: (1) located entirely within the Premises, (ii) non-structural, (iii) do not require the issuance of a building notice or building permit from the New York City Department of Buildings, (iv) do not affect the structure, exterior or common areas of the Building or the Building Systems, (v) are at least equal in quality to the original construction of the Building or the current Building standards, (vi) violate, create a condition which violates, or require Landlord to perform any work or incur any expense to ensure compliance with any Laws and (fvii) comply with all applicable Laws and all ordersdo not cost in excess of $50,000, rules and regulations of Insurance Boards. Notwithstanding any approval by in the aggregate, over a twelve (12) month period, but Tenant shall nonetheless be required to give Landlord pursuant to this Article at least ten (10, all Alterations shall remain subject ) business days' notice prior to the approval performance of Ground Lessor within any applicable time periods provided in the Ground Leasesuch Alterations.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
(b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(c) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s 's prior written approval of detailed plans and specifications for such Alteration ("Tenant's Plans"), which approval shall not be unreasonably withheld or unduly delayed with respect to any Alteration as aforesaidto which Landlord may not unreasonably withhold Landlord's consent. Tenant’s 's Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida New York and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, standard and (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the Building. Landlord shall use reasonable efforts to notify Tenant whether Landlord approves, and disapproves or requires additional details or
(iva) whether within twenty (20) business days after Tenant shall have submitted the same to Landlord, except that with respect to any Tenant's Plans for Tenant's Initial Work (as such Alteration complies with term is defined in Exhibit B annexed hereto) which Tenant shall perform to prepare the Ground Lease and any other EncumbrancePremises for Tenant's initial occupancy, Landlord shall use reasonable efforts to notify Tenant as aforesaid within ten (10) business days after Tenant shall have submitted a complete set of such Tenant's Plans to Landlord.
(db) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizationspermits, authorization, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following upon completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “"sign-offs” " from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(ec) All Alterations shall be performed subject to Landlord’s reasonable 's rules and regulations governing the construction of Alterations in the Building, Building and in such manner and at such times as the same Landlord may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performedreasonably designate.
(fd) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations alterations in the Building. Landlord shall at all times during the Term maintain a list of not less than three (3) independent, provided responsible contractors and subcontractors for each trade who shall be acceptable to Landlord, except that Landlord shall not unreasonably withhold consent have the right to contractors proposed by Tenant if designate only one (1) approved contractor for the performance of work such contractors are performing is not structural work or work affecting on the life safety-systems of the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmonyone (1) filing agent. Landlord shall have the right to designate specific change the approved contractors that must be used by Tenant for the performance of work which would affect the structure of the Building set forth on such list at any time and the sprinkler, fire and life safety, building management system and any other Building Systemsfrom time to time. Landlord shall also have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(ge) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s 's compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s 's managing agent, Ground Lessor agent and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall will deliver to Landlord proof of all such insurance.
(hf) Tenant shall perform all Alterations using materials at least equal in quality to the original construction of the Building or Landlord’s 's then current Building standard...
(ig) Tenant shall will promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall will deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇Landlord, evidence of payment, contractors’ ' affidavits and full and final waivers of all liens for labor, services or materials.
(jh) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in questionall Alterations, Tenant shall Tenant, at its expense, will have promptly furnish prepared and submitted to Landlord “as-built” plans in CAD format, full a reproducible set of the approved Tenant's Plans for such Alterations showing all plan and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in questionfield changes .
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Tenant's Plans to Landlord’s architects, 's independent architects or engineers or other consultants for reviewreview (in contradistinction to Landlord's in house personnel), Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand. Notwithstanding the foregoing, Landlord agrees that if Tenant shall engage Landlord's approved consulting engineer to prepare Tenant's HVAC, electrical and other mechanical plans and specifications, Tenant shall not be obligated to pay any expenses incurred by Landlord to review such plans and specifications.
10.1.4 Prior Except with respect to any Alterations performed by Tenant prior to the commencement of any Alteration which, either individually or the normal conduct of Tenant's business in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal Premises to or greater than prepare the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base RentPremises for Tenant's initial occupancy thereof, Landlord may require Tenant to furnish to Landlord, prior to the commencement of any Alteration which shall have an estimated cost in excess of a sum equal to six (6) monthly installments of Base Rent, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s 's expense, in an amount equal to at least 125% to of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 All Alterations, whether temporary or permanent in character, made or paid for by Landlord or Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shallwill, without compensation to Tenant, become Landlord's property upon installation and shall be surrendered to Landlord upon the expiration or earlier termination of the LeaseTerm, in good condition, ordinary wear and tear excepted, except that Tenant shall remove, at or prior to the expiration or earlier termination of the Term, all Specialty Alterations (hereafter defined). If Tenant shall be required to remove any Alterations, then upon such removal, Tenant shall restore the affected portion of the Premises to the condition existing prior to the installation of such Alteration. For purposes of the insurance requirements this Section, "Specialty Alterations" shall mean any and all vaults, cooking kitchens, subflooring structures and raised flooring systems, structural reinforcements, auditoria, dumbwaiters, mainframe computer centers, copying centers, libraries, internal staircases, private lavatories, medical facilities, and any other Alterations which are not customary for build-outs of this Lease, Tenant shall be deemed tenants of first class office buildings in midtown Manhattan generally and are unusually expensive to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided abovedemolish or remove.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Alterations by Tenant. 10.1.1 Subject Tenant shall make no alterations or additions of any kind in or to the provisions Premises without first obtaining Landlord’s prior written consent, other than Minor Alterations (hereinafter defined) as permitted hereunder. Landlord agrees it will not unreasonably withhold, condition or delay its consent to Tenant’s proposed Alterations; provided, however, that Tenant acknowledges and agrees that in granting or withholding its consent Landlord will consider, among other things, the potential impact of this Article 10 the Alterations on the mechanical, electrical, plumbing, HVAC or other systems of the Building, the exterior or structure of the Building and to the rights of other applicable provisions tenants of this Leasethe Building. Notwithstanding the foregoing, Tenant may from time shall have the right, after providing at least ten (10) days’ prior written notice to timeLandlord, at Tenantbut without the necessity of obtaining Landlord’s expenseprior written consent, perform to make Minor Alterations in and to the Premises, Premises provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall (1) the cost of such Minor Alterations, when aggregated with all other Minor Alterations made during the previous twelve (12) months, do not unreasonably withhold its consent to any exceed $100,000, and (2) such Minor Alterations requested to be are performed by Tenant provided that any such Alteration shall in accordance with, and subject to, all applicable laws and the remaining terms and conditions of this Section 4.4. As used herein, the term “Minor Alterations” means non-structural Alterations which (ai) are not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural Building or exceed or adversely affect the capacity, maintenance, operating cost or integrity of common areas within the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (f) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
(b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(c) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standardwill not affect the mechanical, (iii) the effect such Alteration shall have on the structural components electrical, plumbing, HVAC or other systems of the Building, including Building or the Building Systems, and the operation and maintenance exterior or structure of the Building, and (iviii) whether do not require the issuance of a building permit. Except as may otherwise be agreed by Landlord in writing at the time of granting its consent, all such Alteration complies with work, including additions, fixtures, and Tenant Improvements (but excluding moveable office furniture, trade fixtures and equipment and other personal property of Tenant) made or placed in or upon the Ground Lease and any other Encumbrance.
(d) All Alterations Premises by either Tenant or Landlord shall be performed in a good and workmanlike mannerbecome the Landlord’s property at the termination of this Lease by lapse of time or otherwise, in compliance with all applicable Lawswithout compensation or payment to Tenant. Approved Alterations or additions made by Tenant shall be at the sole expense and liability of Tenant, and Tenant’s indemnity in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant Section 7.3 hereof shall not commence apply to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizations, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed engaged by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmonyconnection therewith. Landlord shall have the right to designate specific contractors that must be used by take depreciation with respect to the Tenant for Improvements up to, but not exceeding, the performance of work which would affect the structure amount of the Building and the sprinkler, fire and life safety, building management system and any other Building SystemsLandlord’s Allowance. Landlord Tenant shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws take depreciation with respect to the Alterations Tenant Improvements in question.
10.1.3 In any amounts exceeding the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architectsAllowance, engineers as well as any other Alterations made and paid for by Tenant. Tenant shall remove all Alterations constructed or other consultants installed by Tenant at the expiration or earlier termination of this Lease; provided, however, that if, upon Tenant’s written request made at the time of Tenant’s request for reviewLandlord’s approval of any Alterations, Landlord agrees to notify Tenant in writing which Alterations, if any, Tenant will be required to remove at the end of the Lease Term. Notwithstanding anything to the contrary in this Lease, Tenant shall pay not be required to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained remove at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes Lease Term any of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in all Improvements or any of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided above.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Non-Removal Tenant’s usePre-Occupancy Work.
Appears in 1 contract
Sources: Office Lease (Connecture Inc)
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s expense, perform Alterations in and to the PremisesPremises to better adapt the same to its business, provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost expenses or integrity of the Building’s structure or any of its components, including, without limitation, the Building Systems; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (d) comply with all applicable Laws (including the Americans with Disabilities Act of 1990, NYC Local Laws No. 5 of 1973, No. 16 of 1984 and No. 58 of 1988, each as amended from time to time, and all Laws then in effect relating to asbestos) and all orders, rules and regulations of Insurance Boards; (e) be made only with the prior written consent of Landlord; (f) not violate any agreement (including, without limitation, any Encumbrance) which affects the Building or binds Landlord; and (g) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement. Notwithstanding item (e) above, (i) Tenant shall have the right to make purely decorative or cosmetic Alterations without the consent of Landlord and (fii) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant shall not unreasonably withhold consent to this Article 10, all non-structural Alterations shall remain subject to be performed within the approval of Ground Lessor within any applicable time periods provided Premises costing less than $100,000.00 in the Ground Leaseaggregate over any one (1) year period.
10.1.2 All Alterations Alterations, including the Initial Improvements, shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
(b) Tenant shall submit detailed plans and specifications for all other Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(c) Tenant shall not commence the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval of detailed plans and specifications for such Alteration (“Tenant’s Plans”), which approval shall not be unreasonably withheld or unduly delayed with respect to any Alteration as aforesaidto which Landlord may not unreasonably withhold Landlord’s consent. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida New York and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, standard and (iii) the effect such Alteration shall have on the structural components of the Building, including the Building Systems, and the operation and maintenance of the BuildingBuilding Within ten (10) business days following Landlord’s receipt of Tenant’s Plans, Landlord shall notify Tenant, either approving Tenant’s Plans or specifying for Tenant, in reasonable detail, Landlord’s reasons for withholding approval and any required modifications. Within five (5) business days following receipt of Landlord’s response to Tenant’s Plans, if the same were not approved, Tenant shall revise Tenant’s Plans to reflect Landlord’s responses. Such process shall continue, with each party responding to the other within five (5) business days after such party’s receipt of the revised Tenant’s Plans or response thereto, as applicable, until Landlord approves Tenant’s Plans. If Landlord fails to approve Tenant’s Plans, or respond to the same with reasonable detail indicating its reasons for disapproval within the aforesaid ten (10) business day period, or within five (5) business days following any resubmission thereof (which five (5) business day period shall be extended by one (1) day for each day beyond the five (5) business days provided for response that Tenant fails to revise Tenant’s Plans to reflect Landlord’s responses), and if thereafter Landlord in either case also fails to approve or so respond to Tenant within five (iv5) whether such Alteration complies with business days after receipt from Tenant of a Plan Notice seeking a response to Tenant’s request for approval of Tenant’s Plans, Landlord shall be deemed to have approved Tenant’s Plans provided that Tenant shall have stated in capitalized letters and bold type (a) on the Ground Lease envelope of the Plan Notice: “SECOND NOTICE REGARDING TENANT’S PLANS” and any other Encumbrance(b) on the first page of the Plan Notice: “LANDLORD’S FAILURE TO RESPOND TO TENANT REGARDING TENANT’S PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE SHALL BE DEEMED TO BE LANDLORD’S APPROVAL OF TENANT’S PLANS.”
(db) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizationspermits, authorization, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following upon completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(ec) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, attached hereto as Exhibit F, as the same may be amended, modified or supplemented from time to time, including without limitation provided that no such modifications shall materially increase Tenant’s obligations or liabilities hereunder or reduce Tenant’s rights hereunder. Such rules and regulations governing when loud or disruptive work may shall be performedapplied in a nondiscriminatory manner as against other tenants of the Building.
(fd) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of FloridaNew York, are adequately insured in Landlord’s reasonable judgment as required under this Lease and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall at all times during the Term maintain a list of not less than three (3) independent, responsible contractors and subcontractors for each trade who shall be acceptable to Landlord, except that Landlord shall have the right to designate specific contractors that must be used by Tenant only one (1) approved contractor for the performance of work which would affect on the structure life safety systems of the Building and the sprinkler, fire and life safety, building management system and any other Building Systemsone (1) filing agent. Landlord shall have the right to change the approved contractors set forth on such list at any time and from time to time. Landlord shall also have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord. Notwithstanding anything to the contrary in this Section 10.1.2(d), Tenant shall utilize Landlord’s designated contractor(s) for all work affecting the Building Systems. Tenant shall have the right to use its own telecommunications provider or vendor for Alterations relating to Tenant’s cabling of the Premises, and in such case (a) riser quantity and size must be reasonably approved by Landlord and (b) Landlord shall provide unobstructed shaft space and access pathways appurtenant to the Premises for such Alterations on a non-exclusive basis at no charge to Tenant.
(ge) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor agent and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(hf) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current that of work performed in similar class buildings as the Building standardin New York City.
(ig) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇Landlord, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(jh) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in questionall Alterations, Tenant Tenant, at its expense, shall have promptly furnish prepared and submitted to Landlord “reproducible as-built” built CAD plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in questionAlteration.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇Tenant’s Plans to Landlord’s architects, independent architects or engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses up to $3,000.00 incurred by Landlord for such review, within fifteen thirty (1530) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, prior to the commencement of any Alteration which shall have an estimated cost in excess of a sum equal to nine (9) monthly installments of Base Rent, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord. Notwithstanding the foregoing, the named Tenant under this Lease shall not be required to furnish the payment and performance bond required under this Section 10.1.4, provided that during the course of any such Alteration the Guaranty (as defined in Article 32) remains in full force and effect.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations Alterations, whether temporary or permanent in character, made to the Premises or paid for by Landlord or on behalf of Tenant shall, without compensation to Tenant, become Landlord’s property upon installation and shall be surrendered to Landlord upon the expiration or earlier termination of the LeaseTerm, in good condition, ordinary wear and tear excepted, except that Tenant shall remove, at or prior to the expiration or earlier termination of the Term, all Specialty Alterations (hereafter defined) that, upon Landlord’s approval of Tenant’s Plans, Landlord has notified Tenant must be removed at or prior to the expiration or earlier termination of the Term, provided that, on any submission to Landlord of Tenant’s Plans, Tenant shall have stated in capitalized letters and bold type, “IN ITS RESPONSE TO THE ENCLOSED PLANS, LANDLORD MUST INDICATE WHETHER TENANT SHALL REMOVE ANY SPECIALTY ALTERATIONS AT OR PRIOR TO THE EXPIRATION OR EARLIER TERMINATION OF THE TERM, OR TENANT SHALL NOT HAVE THE OBLIGATION TO SO REMOVE SUCH SPECIALTY ALTERATIONS.” If Tenant shall be required to remove any Specialty Alterations, then upon such removal, Tenant shall restore the affected portion of the Premises to the condition existing prior to the installation of such Specialty Alteration. For purposes of the insurance requirements this Section, “Specialty Alterations” shall mean any and all vaults, cooking kitchens, subflooring structures and raised flooring systems, structural reinforcements, auditoria, dumbwaiters, mainframe computer centers, copying centers, libraries, internal staircases, private lavatories, medical facilities, and any other Alterations which are not customary for build-outs of this Lease, Tenant shall be deemed tenants of first class office buildings in midtown Manhattan generally and are unusually expensive to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided abovedemolish or remove.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, if the use of same would interfere or cause create any conflict difficulty with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interferencedifficulty, Tenant, upon ▇▇▇▇▇▇▇▇Landlord’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference difficulty to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable to any Alteration and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and and, except as may otherwise be expressly provided in this Lease, shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s useparties.
Appears in 1 contract
Sources: Office Lease (GrubHub Inc.)
Alterations by Tenant. 10.1.1 Subject to (a) After the provisions completion of this Article 10 and to other applicable provisions of this Leasethe Tenant’s Work, Tenant may from time to timeshall not make any other alterations, at Tenant’s expensedecorations, perform Alterations additions, installations, substitutes or improvements (hereinafter collectively called “Alterations”) in and to the Premises, without first obtaining Landlord's written consent (such consent not to be unreasonably withheld, conditioned, or delayed provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall the proposed alterations do not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter affect the exterior of the Building in Building, any way structural elements or any building systems). No Alteration shall violate the certificate of occupancy for the Premises or any applicable law, code or ordinance, or the terms of any superior lease or mortgage affecting the Property, affect the exterior appearance of the Building Building, adversely affect the value or otherwise be visible from structure of the Building, require excessive removal expenses, adversely affect any other part of the Building, adversely affect the mechanical, electrical, sanitary or other service systems of the Building, or involve the installation of any materials subject to any liens or conditional sales contracts (“Approval Review Matters”). Tenant shall pay Landlord's reasonable costs of reviewing or inspecting any proposed Alterations. Notwithstanding the foregoing, Tenant shall have the right, without obtaining the prior consent of Landlord, but upon at least five (5) business days’ prior written notice to Landlord, to make Alterations to the Premises that (i) are within the interior of the Premises within the Building, and do not affect the exterior of the Premises and the Building; , (bii) do not be affect the roof or any structural or exceed element of the Building or adversely affect the capacitymechanical, maintenanceelectrical, operating cost sanitary or integrity other service systems of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (fiii) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and cost less than $50,000 in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretionone instance or series of related projects.
(b) Tenant All work on any Alterations shall submit detailed be done at reasonable times in a first-class workmanlike manner, by contractors reasonably approved by Landlord, according to plans and specifications reasonably approved by Landlord. All work shall be done in compliance with all applicable laws, regulations, and rules of any government agency with jurisdiction, and with all regulations of the Board of Fire Underwriters or any similar insurance body or bodies. Tenant shall be solely responsible for all other the effect of any Alterations prior on the Building's structure and systems, whether or not Landlord has consented to commencing such Alterations the Alterations, and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively shall reimburse Landlord on demand for any costs incurred by Landlord by reason of any faulty work done by Tenant or its contractors. Upon completion of any Alterations, Tenant shall provide Landlord with a complete set of “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereofas-built” plans.
(c) Tenant shall not commence use its best efforts to keep the performance Property and Tenant's leasehold interest therein free of any Alteration until liens or claims of liens arising from acts or omissions of Tenant, or its subtenants, contractors or others claiming by, through or under Tenant, and shall discharge or bond any such liens within ten (10) business days of their filing. Before commencement of any work, upon Landlord’s request, Tenant's contractor shall provide any payment, performance and lien indemnity bond required by Landlord. Tenant shall have obtained Landlord’s prior written approval provide evidence of such insurance as aforesaidLandlord may reasonably require, naming Landlord as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant’s Plans . All work shall be prepared by a professional architect or engineer licensed done so as to practice in the State of Florida minimize interference with other tenants and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components Landlord's operation of the Building, including the Building Systemsor other construction work being done by Landlord. Landlord may post any notices it considers necessary to protect it from responsibility or liability for any Alterations, and the operation and maintenance of the Building, and (iv) whether Tenant shall give sufficient notice to Landlord to permit such Alteration complies with the Ground Lease and any other Encumbranceposting.
(d) All Alterations affixed to the Premises shall be performed in a good become part thereof and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting remain therein at the generality end of the foregoing, Tenant shall not commence Term; provided that Landlord may require any Alterations requiring approval pursuant to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizations, licenses and permits required Section 4.4(a) above to be obtained by applicable Laws removed prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality end of the foregoing, all Sixth Floor Work shall be performed and completed Term as provided in accordance with this Section 4.4(d). If Landlord desires for Tenant to remove any such Alterations prior to the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship end of the BuildingTerm, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 (a) with respect to labor harmony. Landlord shall have the right any individual Alteration for which approval is being requested pursuant to designate specific contractors that must be used by Tenant for the performance of work which would affect the structure of the Building and the sprinkler, fire and life safety, building management system and any other Building Systems. Landlord shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coveragesSection 4.4(a), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies provide written notice of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from removal requirement at the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in question.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architects, engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred time such approval is provided by Landlord for such review, within fifteen (15) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such individual Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance or (b) with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided above.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable respect to any Alteration and which taken, in the aggregate, with any prior Alterations (y) the cost regardless of any modifications to the Building outside the Premises that whether such prior Alterations are required to be made removed at the end of the Term), provide written notice that Tenant must remove either (i) the individual Alteration for which approval is being requested only, or (ii) the individual Alteration being requested, as well as some or all of the previously approved Alterations that Landlord approved under Section 4.4(a) (“Aggregate Alteration Removal Components”), in order to make any which case, if Tenant moves forward with the Alteration for which approval is being sought, Tenant shall remove the Aggregate Alteration Removal Components prior to the Premises.
10.1.8 Landlord’s reviewend of the Term and shall pay the cost of removal and any repair required by such removal. Notwithstanding the foregoing, supervisionLandlord may give Tenant a notice, commenting on or approval at least thirty (30) days before the end of the Term, to remove any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed alterations made by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for without Landlord’s protection consent prior to the end of the Term and shall create no warranties pay the cost of removal and any repair required by such removal. All of Tenant's personal property, trade fixtures, equipment, furniture, movable partitions, and any Alterations not affixed to the Premises shall remain Tenant's property, removable at any time. If Tenant fails to remove any such materials at the end of the Term, Landlord may do so and store them at Tenant's expense, without liability to Tenant, and may sell them at public or duties private sale and apply the proceeds to Tenant or to third parties any amounts due hereunder, including costs of removal, storage and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s usesale.
Appears in 1 contract
Sources: Lease (T2 Biosystems, Inc.)
Alterations by Tenant. 10.1.1 Subject 30.1 The Tenant shall not make or permit any alteration, installation, change, addition, improvement, betterment, repair or replacement (each, an “Alteration”) in, to, or about, the Premises or the Licensed Areas, and shall do no work in such connection, without in each case the prior review and consent of the Landlord, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Landlord’s consent shall not be required for (1) merely decorative Alterations (such as painting, wallpapering or carpeting) to the provisions of this Article 10 and Premises as to other applicable provisions of this Lease, Tenant may from time to time, at Tenant’s expense, perform Alterations in and to which (x) the Premises, provided that Tenant first obtains Landlord’s prior written consent thereto. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such Alteration shall (a) not alter the exterior of the Building in any way or affect the exterior appearance of the Building or otherwise be visible from the exterior of the Building; (b) not be structural or exceed or adversely affect the capacity, maintenance, operating cost or integrity of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (f) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for have notified the Initial Tenant's Work within one hundred twenty (120) days Landlord of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretion.
(b) Tenant shall submit detailed plans and specifications for all other decorative Alterations prior to commencing such Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within at least five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereof.
(c) Tenant shall not commence prior to commencing the performance of any Alteration until Tenant shall have obtained Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida same and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby such decorative Alterations are not visible from outside the Premises, and (z2) sufficient non-structural Alterations to determine the Premises as to which all of the following are true: they (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components do not affect areas outside of the Building, including the Building Systems, and the operation and maintenance of the Building, and (iv) whether such Alteration complies with the Ground Lease and any other Encumbrance.
(d) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals Premises or true and complete copies of all authorizations, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall have the right to designate specific contractors that must be used by Tenant for the performance of work which would affect the structure of the Building or any of the Building systems, (ii) do not require any building department permit, (iii) cost less than Four Hundred Thousand and 00/100 Dollars ($400,000.00) in the aggregate for all non-structural Alterations then being undertaken or planned (and such $400,000.00 amount shall increase by $8,000.00 on each anniversary of the Commencement Date) and (iv) the Tenant shall have notified the Landlord of such non-structural Alterations at least five (5) Business Days prior to commencing the same and provide to the Landlord the Working Drawings, if any, regarding such Alterations. All Alterations, whether or not the Landlord’s consent is required therefor, shall be subject to, and undertaken and completed by the Tenant in accordance with all applicable Requirements, Building Regulations and the sprinklerother provisions of this Lease applicable to Alterations.
30.2 The Tenant’s initial Alterations in connection with its initial move-in to the Premises (“Initial Alterations”) shall include (i) installation by the Tenant of the Tenant’s fire alarm system (by the Landlord’s fire alarm system contractor, at commercially reasonable rates) (and the Landlord shall separately provide, as part of the Premises Delivery Work, a fire alarm data gathering panel (DGP) with synchronizing strobe feature with thirty (30) points of connection per Office Premises Full Floor), and life safety(ii) installation by the Tenant of new core bathrooms on each Office Premises Full Floor. In addition, building management system the Landlord hereby agrees in concept, subject to review and approval of the proposed plans and Working Drawings therefor, that the Initial Alterations may include (i) reasonably-sized internal staircases in contiguous portions of the Office Premises, in locations reasonably approved by the Landlord; (ii) reasonable structural reinforcement of the floors in the Premises which does not interfere with the use and enjoyment of any other occupant of the Building; (iii) non-core bathrooms, (iv) supplemental air conditioning units in accordance with Section 20.3.1, (v) Tenant’s BMS, in accordance with Section 5.6, (vi) UPS system in accordance with Section 20.3.2 and/or (vii) a reasonable number of reasonably sized “poke throughs” between spaces leased by the Tenant hereunder, in locations reasonably approved by the Landlord (each of (i)-(vii) being further subject to and in accordance with the provisions of this Lease applicable to Alterations and each is hereby deemed to be a Qualified Fixture).
30.3 Any labor in connection with Alterations and in connection with the maintenance, cleaning or other servicing of the Premises or the Licensed Areas (a “Tenant Service”) shall be performed only by workmen, contractors, subcontractors, architects and engineers of the Landlord, or by workmen, contractors, subcontractors, architects and engineers of the Tenant reasonably acceptable to the Landlord; provided, that (x) the Landlord shall in all cases have the right to require the Tenant to use the Building’s fire alarm system contractors for connection to and programming of the Building’s fire alarm system, provided that the cost charged by such fire alarm system contractors is commercially reasonable, (y) the only cleaning service provider permitted shall be as set forth in Article Twenty and (z) the Landlord shall in all cases have the right to require the Tenant to use the Building’s standard contractor for any service requested by the Tenant which is a service available under the Rate Schedule. The Tenant shall not permit the use of any contractors, workmen, labor, material or equipment in the performance of any Alteration or Tenant Service if the use thereof, in the Landlord’s reasonable good faith judgment, will disturb harmony with any trade engaged in performing any other work, labor or service in or about the Building Systemsor result in or contribute to any labor dispute at the Building (the Tenant’s obligations under this sentence, “Labor Harmony Requirements”). All Alterations shall be, and shall be installed in a manner which is, consistent with the First Class Standard.
30.4 Prior to commencing Alterations for which the Landlord consent is required, the Tenant shall submit to the Landlord, for the Landlord’s review and consent, Working Drawings showing the proposed Alterations as desired by the Tenant, all in such form and in such detail as may be reasonably required by the Landlord (a “Tenant Alteration Request”). The Landlord shall respond to such request (and to the extent the Landlord responds by denying such consent, such denial shall include reasonably detailed explanations for such denial) within twelve (12) Business Days following the Tenant’s request with respect to any original submission and eight (8) Business Days following the Tenant’s request with respect to any submission of revisions, so long as the Tenant has provided a complete submission package, including Working Drawings. If the Landlord fails to respond to such Tenant Alteration Request within such twelve (12) Business Day period or eight (8) Business Day period, as applicable, then the Tenant shall have the right to refuse to grant access to give the Building and the Premises to any contractor or subcontractor not approved by Landlord.
Landlord a second request notice (g) a “Second Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coveragesAlteration Request”), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws second notice with respect to any initial submission shall prominently include in bold type and capital letters the Alterations in question.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architects, engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen following: “THIS IS A SECOND REQUEST FOR CONSENT TO A PROPOSED ALTERATION. THE LANDLORD’S RESPONSE IS REQUIRED TO BE GIVEN NOT LATER THAN THREE (153) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00BUSINESS DAYS AFTER RECEIPT OF THIS SECOND REQUEST OR THE LANDLORD’S CONSENT TO THE PROPOSED ALTERATION WILL BE DEEMED GIVEN”, and which notice with respect to any submission of revisions shall prominently include in bold type and capital letters the following: “THIS IS A SECOND REQUEST FOR CONSENT TO A PROPOSED ALTERATION. THE LANDLORD’S RESPONSE IS REQUIRED TO BE GIVEN NOT LATER THAN TWO (y2) BUSINESS DAYS AFTER RECEIPT OF THIS SECOND REQUEST OR THE LANDLORD’S CONSENT TO THE PROPOSED ALTERATION WILL BE DEEMED GIVEN.” If the Landlord fails to respond to a sum equal Second Tenant Alteration Request within three (3) Business Days (with respect to four any initial submission) or two (42) monthly installments Business Days (with respect to any submission of Base Rentrevisions) after the Second Tenant Alteration Request has been given, then the Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation to Tenant, be surrendered to Landlord upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest approved the subject Alteration. “Working Drawings” means a coordinated set of architectural, mechanical, electrical and plumbing plans, working drawings and specifications prepared and/or coordinated by a competent architect licensed in all the State of New York reasonably satisfactory to the Landlord (and where required by the nature of the Alterations Alteration, in consultation with competent mechanical, electrical, plumbing and improvements existing structural engineers licensed in the Premises from time State of New York reasonably satisfactory to timethe Landlord; Gensler is satisfactory to the Landlord as of the date hereof for the architectural services for which it is licensed), and in such detail as between Landlord and Tenant, but the same shall be surrendered necessary so that any consents as may be required from the Department of Buildings of the City of New York and any other governmental or quasi-governmental authorities, can be obtained. The Tenant’s licensed architects and engineers who are approved in accordance with the Premises on termination of this Leaseforegoing shall also be entitled to ‘self-certify’ completed work with respect to the Tenant’s Alterations, except as otherwise provided above.
10.1.6 Tenant subject to their compliance with the applicable ‘self-certification’ qualifications and procedures under Requirements. If the Landlord shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable consent to any Alteration and (y) request by the cost of any modifications to Tenant for a proposed Alteration, then the Building outside Tenant may, at the Premises that are required to be made in order to make any Alteration to the Premises.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s usewritten election, submit to an Expedited Arbitration Proceeding the question of whether the Landlord reasonably or unreasonably withheld such consent.
Appears in 1 contract
Sources: Lease (Greenhill & Co Inc)
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this Lease(a) Tenant shall not make any alterations, Tenant may from time to timedecorations, at Tenant’s expenseadditions, perform Alterations installations, substitutes or improvements (hereinafter collectively called “Alterations”) in and to the Premises, provided that Tenant without first obtains obtaining Landlord’s prior written consent, which consent thereto. Landlord shall not be unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such withheld, conditioned or delayed. No Alteration shall (a) not alter violate the exterior Certificate of Occupancy for the Building in Premises or any way applicable law, code or ordinance, or the terms of any superior lease or mortgage affecting the Property, affect the exterior appearance of the Building Building, adversely affect the value or otherwise be visible from the exterior structure of the Building; (b) not be structural or exceed or , require excessive removal expenses, adversely affect any other part of the Building, adversely affect the capacitymechanical, maintenanceelectrical, operating cost sanitary or integrity other service systems of the Building’s structure , or any of its components; (c) not affect or alter any Building Systems or any areas of involve the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance installation of any work by Landlord in the Building; (e) not be materials subject to any lien, encumbrance, chattel mortgage, security interest, charge liens or conditional sales contracts (the “Approval Review Matters”). Tenant shall pay Landlord’s reasonable out-of-pocket costs of reviewing or inspecting any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (f) comply with all applicable Laws and all orders, rules and regulations of Insurance Boardsproposed Alterations. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject anything to the approval of Ground Lessor within contrary contained in this Lease, Landlord’s consent shall not be required with respect to interior, non-structural Alterations costing less than $25,000.00 in each instance, provided the same do not impact any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretionbuilding electrical, plumbing or mechanical systems.
(b) Tenant All work on any Alterations shall submit detailed be done at reasonable times in a first-class workmanlike manner, by contractors reasonably approved by Landlord, according to plans and specifications reasonably approved by Landlord. All work shall be done in compliance with all applicable laws, regulations, and rules of any government agency with jurisdiction, and with all regulations of the Board of Fire Underwriters or any similar insurance body or bodies. Tenant shall be solely responsible for all other the effect of any Alterations prior on the Building’s structure and systems, whether or not Landlord has consented to commencing such the Alterations, and shall reimburse Landlord within fifteen (15) days of demand for any costs incurred by Landlord by reason of any faulty work done by Tenant or its contractors. Upon completion of any Alterations, Tenant shall provide Landlord with a complete set of “as-built” plans, if applicable for the Alterations and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereofquestion.
(c) Tenant shall not commence use its best efforts to keep the performance Property and Tenant’s leasehold interest therein free of any Alteration until liens or claims of liens arising from acts or omissions of Tenant, or its subtenants, contractors or others claiming by, through or under Tenant, and shall discharge or bond any such liens within thirty (30) days of their filing. Before commencement of any work, upon Landlord’s request, Tenant’s contractor shall provide any payment, performance and lien indemnity bond reasonably required by Landlord. Tenant shall have obtained provide evidence of such insurance as Landlord may reasonably require, naming Landlord as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant. All work shall be done so as to minimize interference with other tenants and with Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components operation of the Building, including the Building Systemsor other construction work being done by Landlord. Landlord may post any notices it considers necessary to protect it from responsibility or liability for any Alterations, and the operation and maintenance of the Building, and (iv) whether Tenant shall give sufficient notice to Landlord to permit such Alteration complies with the Ground Lease and any other Encumbranceposting.
(d) All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting the generality of the foregoing, Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizations, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall have the right to designate specific contractors that must be used by Tenant for the performance of work which would affect the structure of the Building and the sprinkler, fire and life safety, building management system and any other Building Systems. Landlord shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, the cost of all Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, to the extent not previously received by ▇▇▇▇▇▇▇▇, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) Tenant shall pay to Landlord, or at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in question.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architects, engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base Rent, Landlord may require Tenant to furnish to Landlord, a payment and performance bond in form and substance satisfactory to Landlord, obtained at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made affixed to the Premises by or on behalf shall become part thereof and remain therein at the end of the Term. However, if Landlord gives Tenant shalla notice, without compensation at the time Tenant requests Landlord’s consent to Tenantany Alteration, that such Alteration must be surrendered to Landlord removed upon the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed do so and shall pay the cost of removal and any repair required by such removal. Notwithstanding anything in this Lease to have an insurable interest in all of the Alterations and improvements existing contrary, Landlord shall not require Tenant to remove (i) any Alterations, fixtures or equipment in the Premises from time as of the Commencement Date, (ii) standard office fit-up or (iii) any other tenant improvements not involving materially increased demolition costs. All of Tenant’s personal property, trade fixtures, equipment, furniture, movable partitions, and any Alterations not affixed to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Leaseshall remain Tenant’s property, except as otherwise provided above.
10.1.6 Tenant shall not removable at any time, either directly or indirectly, use . If Tenant fails to remove any contractors or labor or such materials in at the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation end of the Building or any part thereof. In the event of any such conflict or interferenceTerm, Landlord may do so and store them at Tenant’s expense, without liability to Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics and may sell them at public or laborers causing such conflict or interference to leave private sale and apply the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable proceeds to any Alteration amounts due hereunder, including costs of removal, storage and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premisessale.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Sources: Lease (pSivida Corp.)
Alterations by Tenant. 10.1.1 Subject to the provisions of this Article 10 and to other applicable provisions of this Lease(a) Tenant shall not make any alterations, Tenant may from time to timedecorations, at Tenant’s expenseadditions, perform Alterations installations, substitutes or improvements (hereinafter collectively called “Alterations”) in and to the Premises, provided that Tenant without first obtains obtaining Landlord’s prior written consent, which consent theretoShall not be unreasonably withheld, conditioned or delayed. Landlord shall not unreasonably withhold its consent to any Alterations requested to be performed by Tenant provided that any such No Alteration shall (a) not alter violate the exterior Certificate of Occupancy for the Building in Premises or any way applicable law, code or ordinance, or the terms of any superior lease or mortgage affecting the Property, affect the exterior appearance of the Building Building, adversely affect the value or otherwise be visible from structure of the Building, require excessive removal expenses, adversely affect any other part of the Building, adversely affect the mechanical, electrical, sanitary or other service systems of the Building, or involve the installation of any materials subject to any liens or conditional sales contracts (the “Approval Review Matters”), Tenant shall pay Landlord’s reasonable, out of pocket costs of reviewing or inspecting any proposed Alterations, Notwithstanding the foregoing, Tenant shall have the right, without obtaining the prior consent of Landlord, but upon at least five (5) business days’ prior written notice to Landlord, to make Alterations to the Premises (“Permitted Alterations”) that (i) are within the interior of the Premises within the Building, and do not affect the exterior of the Premises and the Building; , (bii) do not be affect the roof or any structural or exceed element of the Building or adversely affect the capacitymechanical, maintenanceelectrical, operating cost sanitary or integrity other service systems of the Building’s structure or any of its components; (c) not affect or alter any Building Systems or any areas of the Building outside of the Premises, (d) not affect the certificate of occupancy for the Building or necessitate the performance of any work by Landlord in the Building; (e) not be subject to any lien, encumbrance, chattel mortgage, security interest, charge of any kind whatsoever, or any conditional sale or other similar or dissimilar title retention agreement, and (fiii) comply with all applicable Laws and all orders, rules and regulations of Insurance Boards. Notwithstanding any approval by Landlord pursuant to this Article 10, all Alterations shall remain subject to the approval of Ground Lessor within any applicable time periods provided in the Ground Lease.
10.1.2 All Alterations shall be performed subject to and in compliance with all of the following terms and conditions:
(a) Tenant shall submit detailed plans and specifications for the Initial Tenant's Work within one hundred twenty (120) days of the Effective Date (and cost less than $60,000 in any event prior to commencing the Initial Tenant's Work) and such plans are subject to Landlord's written approval in ▇▇▇▇▇▇▇▇'s reasonable discretionone instance or series of related projects.
(b) Tenant All work on any Alterations shall submit detailed be done at reasonable times in a first-class workmanlike manner, by contractors reasonably approved by Landlord, according to plans and specifications reasonably approved by Landlord, All work shall be done in compliance with all applicable laws, regulations, and rules of any government agency with jurisdiction, and with all regulations of the Board of Fire Underwriters or any similar insurance body or bodies. Tenant shall be solely responsible for all other the effect of any Alterations prior on the Building’s structure and systems, whether or not Landlord has consented to commencing such Alterations the Alterations, and such plans are subject to Landlord's written approval in Landlord's reasonable discretion (the approved plans are collectively shall reimburse Landlord on demand for any costs incurred by Landlord by reason of any faulty work done by Tenant or its contractors. Upon completion of any Alterations, Tenant shall provide Landlord with a complete set of “Tenant’s Plans”). Landlord shall approve (or disapprove) Tenant’s Plans within five (5) Business Days after ▇▇▇▇▇▇▇▇ receives copies thereofas-built” plans.
(c) Tenant shall not commence use its best efforts to keep the performance Property and Tenant’s leasehold interest therein free of any Alteration until liens or claims of liens arising from acts or omissions of Tenant, or its subtenants, contractors or others claiming by, through or under Tenant, and shall discharge or bond any such liens within ten (10) business days following notice to Tenant of their fifing. Before commencement of any work, upon Landlord’s request, Tenant’s contractor shall provide any payment, performance and lien indemnity bond required by Landlord’s lender. Tenant shall have obtained provide evidence of such insurance as Landlord may reasonably require, naming Landlord as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant. All work shall be done so as to minimize interference with other tenants and with Landlord’s prior written approval as aforesaid. Tenant’s Plans shall be prepared by a professional architect or engineer licensed to practice in the State of Florida and shall be in form, content and detail sufficient (x) to secure all required governmental permits and approvals, (y) for a contractor to perform all work shown thereon and covered thereby and (z) sufficient to determine (i) whether such Alteration complies with all Laws, (ii) whether such Alteration is to be performed using materials at least equal to Building standard, (iii) the effect such Alteration shall have on the structural components operation of the BuildingBuilding or other construction work being done by Landlord, including the Building SystemsLandlord may post any notices it considers necessary to protect it from responsibility or liability for any Alterations, and the operation and maintenance of the Building, and (iv) whether Tenant shall give sufficient notice to Landlord to permit such Alteration complies with the Ground Lease and any other Encumbranceposting.
(d) All Alterations affixed to the Premises shall be performed in a good become part thereof and workmanlike manner, in compliance with all applicable Laws, and in accordance with Tenant's Plans. Without limiting remain therein at the generality end of the foregoingTerm. However, if Landlord gives Tenant a notice, at the time Landlord approves such Alterations, to remove any Alterations (excluding the Initial Tenant Improvements shown on the plans of the Initial Tenant Improvements attached hereto as Exhibit G), Tenant shall not commence to perform any Alteration until Tenant shall have obtained and delivered to Landlord originals or true and complete copies of all authorizations, licenses and permits required to be obtained by applicable Laws prior to the performance of any Alteration. Tenant shall prosecute all Alterations to completion with due diligence and promptly following completion of all Alterations, Tenant shall obtain all required approvals, permits, and other “sign-offs” from all governmental authorities having jurisdiction do so and shall deliver copies thereof to Landlord. Without limiting the generality of the foregoing, all Sixth Floor Work shall be performed and completed in accordance with the Building standard.
(e) All Alterations shall be performed subject to Landlord’s reasonable rules and regulations governing the construction of Alterations in the Building, as the same may be amended, modified or supplemented from time to time, including without limitation such rules and regulations governing when loud or disruptive work may be performed.
(f) In order to maintain and control the quality and standards of workmanship of the Building, Tenant shall only utilize contractors and subcontractors who shall have been approved in writing by Landlord to perform Alterations in the Building, provided that Landlord shall not unreasonably withhold consent to contractors proposed by Tenant if the work such contractors are performing is not structural work or work affecting the Building Systems, and such contractors are licensed to practice in the State of Florida, are adequately insured in Landlord’s reasonable judgment and provide certificates evidencing the same to Landlord, and abide by the requirements of Section 10.1.6 with respect to labor harmony. Landlord shall have the right to designate specific contractors that must be used by Tenant for the performance of work which would affect the structure of the Building and the sprinkler, fire and life safety, building management system and any other Building Systems. Landlord shall have the right to refuse to grant access to the Building and the Premises to any contractor or subcontractor not approved by Landlord.
(g) Tenant shall maintain, and shall cause all persons performing any Alterations or other work in the Building on behalf of Tenant to maintain, worker’s compensation insurance, and commercial general liability insurance (including, without limitation, completed operations and contractual liability coverages), property damage insurance and such other insurance as Landlord may reasonably require (with Landlord, Landlord’s managing agent, Ground Lessor and such other persons as Landlord shall reasonably designate named as additional insureds), in amounts, with companies and in a form reasonably satisfactory to Landlord, which insurance shall remain in effect during the entire period in which such Alterations or other work shall be performed. Prior to the commencement of every Alteration, Tenant shall deliver to Landlord proof of all such insurance.
(h) Tenant shall perform all Alterations using materials at least equal in quality to Landlord’s then current Building standard.
(i) Tenant shall promptly pay, when due, pay the cost of all removal and any repair required by such removal. All of tenant’s personal property, trade fixtures, equipment, furniture, moveable partitions, and any Alterations and other work performed by or on behalf of Tenant or any person claiming through or under Tenant, and, upon completion, Tenant shall deliver to Landlord, not affixed to the extent not previously received by ▇▇▇▇▇▇▇▇Premises shall remain Tenant’s property, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.
(j) removable at any time. If Tenant shall pay fails to Landlord, or remove any such materials at Landlord’s direction, to Landlord’s Building manager, a supervisory and oversight fee for ▇▇▇▇▇▇▇▇’s oversight and coordination of any Alterations in an amount equal to one percent (1%) the end of the costs to perform the Alterations in question. Upon completion of the Alterations in question, Tenant shall promptly furnish to Landlord “as-built” plans in CAD format, full and final waivers of lien from all contractors, subcontractors and materialmen involved with the Alterations in question, and completion affidavits and copies of such certificates of occupancy or use, permits and/or sign-offs (or their local equivalents) from the applicable governmental authorities having jurisdiction as may be required by applicable Laws with respect to the Alterations in question.
10.1.3 In the event that Landlord shall submit ▇▇▇▇▇▇’s Plans to Landlord’s architects, engineers or other consultants for review, Tenant shall pay to Landlord, as Additional Rent, all reasonable out-of-pocket costs and expenses incurred by Landlord for such review, within fifteen (15) days after demand.
10.1.4 Prior to the commencement of any Alteration which, either individually or in the aggregate with any other Alterations constructed in any twelve (12) month period, shall have an estimated cost equal to or greater than the lesser of (x) $50,000.00, and (y) a sum equal to four (4) monthly installments of Base RentTerm, Landlord may require Tenant to furnish to Landlord, a payment do so and performance bond in form and substance satisfactory to Landlord, obtained store them at Tenant’s expense, in an amount equal to at least 125% of the estimated cost of such Alteration, guaranteeing to Landlord the prompt completion of and payment for such Alteration within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, in accordance with the plans and specifications approved by Landlord.
10.1.5 Tenant shall not remove any Alterations without Landlord’s prior written approval as if such removal were a new Alteration. All Alterations made to the Premises by or on behalf of Tenant shall, without compensation liability to Tenant, be surrendered to Landlord upon and may sell them at public or private sale and apply the expiration or earlier termination of the Lease, in good condition, ordinary wear and tear excepted. For purposes of the insurance requirements of this Lease, Tenant shall be deemed to have an insurable interest in all of the Alterations and improvements existing in the Premises from time to time, as between Landlord and Tenant, but the same shall be surrendered with the Premises on termination of this Lease, except as otherwise provided above.
10.1.6 Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises if, in Landlord’s sole discretion, the use of same would interfere or cause any conflict with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. In the event of any such conflict or interference, Tenant, upon ▇▇▇▇▇▇▇▇’s demand, shall cause all contractors, mechanics or laborers causing such conflict or interference to leave the Building immediately.
10.1.7 Tenant shall pay (x) any increase in property taxes on, or fire or casualty insurance premiums for, the Building attributable proceeds to any Alteration amounts due hereunder, including costs of removal, storage and (y) the cost of any modifications to the Building outside the Premises that are required to be made in order to make any Alteration to the Premisessale.
10.1.8 Landlord’s review, supervision, commenting on or approval of any plans or specifications submitted by Tenant or any Alteration or aspect of work to be performed by or for Tenant (whether pursuant to this Article 10 or otherwise) shall be solely for Landlord’s protection and shall create no warranties or duties to Tenant or to third parties and shall not be deemed a representation or warranty by Landlord in any manner that the same are safe, comply with applicable Laws, or will be adequate for Tenant’s use.
Appears in 1 contract
Sources: Lease (Mimecast LTD)