CONSTRUCTION OF PREMISES Landlord will diligently perform “Landlord’s Work” and Tenant will diligently perform “Tenant’s Work” (if any) as described in the Workletter attached as Exhibit “F” in accordance with the Workletter and the rest of this Lease. Landlord’s Work will be deemed substantially completed even if Landlord has not completed “punch list” or other minor items, as long as (i) Landlord agrees to use reasonable efforts to complete these items within thirty (30) days of signing the punch-list, excluding any items which require special materials or equipment that are unavailable; and (ii) the punch-list items can be completed after Tenant’s occupancy without causing substantial interference with Tenant’s use of the Premises. Tenant’s final punch list will be submitted to Landlord with in fifteen (15) days after Landlord notifies Tenant that Landlord’s Work is substantially completed. Substantial completion of Landlord’s Work will be deemed to have occurred on the earlier of: the date as of which Landlord’s architect certifies in good faith that Landlord’s Work has been substantially completed in substantial conformance with the plans and specifications therefore (or the date as of which such substantial completion would have occurred but for any delays or Tenant’s Work for which Tenant is responsible); or the date that the applicable governmental authorities issue a temporary or final certificate of occupancy for the Premises (or the date as of which such a certificate of occupancy reasonable could have been issued but for any delays or Tenant’s Work for which Tenant is responsible). If and as long as Tenant does not interfere in any way with the construction process (by causing disharmony, scheduling or coordinating difficulties, etc.) Tenant, may, at Tenant’s sole risk and expense, enter the Premises 30 days prior to the substantial completion of Landlord’s Work (“Early Access Period”) for the purposes of installing Tenant’s decorations, movable furniture and business fixtures. The determination of such interference by Landlord shall be conclusive. The Early Access Period shall commence upon Tenant’s receipt of Landlord’s notice of same. For the time period commencing on the date that Landlord’s Work is substantially complete and ending on the date that is ten days after such substantial completion (the “Fixture Period”), Tenant shall have the right to access the Premises for the purposes of installing its furniture, fixtures, audio/visual, security, and other equipment Any access by Tenant prior to the Lease Commencement Date shall be subject to all the terms and conditions of this Lease, except that Tenant shall not be obligated to pay rent during the Fixture Period.
Expansion of Premises Provided that the demising wall is erected in the location specified on Exhibit A attached hereto, for purposes of calculating Fixed Monthly Rent and Tenant’s Share the parties hereby stipulate that the Expansion Premises contains approximately 9,271 square feet of Rentable Area and approximately 7,836 square feet of Usable Area. As of the Expansion Date, the definition of the Premises shall be revised to include both the Existing Premises and the Expansion Space, and wherever in the Lease the word “Premises” is found, it shall thereafter refer to both the Existing Premises and the Expansion Space together, as if the same had been originally included in said Lease, subject to the terms and conditions of this First Amendment. Landlord and Tenant agree that a recalculation of the Usable Area of the Expansion Space shall be made after the Expansion Date by Xxxxxxxxx Systems, Inc., an independent planning firm, using the 2010 ANSI/BOMA Standard set forth collectively by the American National Standards Institute and the Building Owners and Managers Association (“ANSI/BOMA Standard”), as a guideline, and that Landlord is utilizing a deemed add-on factor of 18.31% to compute the Rentable Area of the Expansion Space. Tenant and Landlord agree to document the revised Usable Area as documented by Xxxxxxxxx Systems, and the other matters specified below that will be determined upon such Usable Area being confirmed, in the Memorandum (as defined in Section 4 below). Landlord and Tenant further agree that the Rentable Area of the Expansion Space shall be calculated on the basis of 1.1831 times the estimated Usable Area, regardless of what actual common areas of the Building may be, or whether they may be more or less than 18.31% of the total estimated Usable Area of the Building, and is provided solely to give a general basis for comparison and pricing of this space in relation to other spaces in the market area. Landlord and Tenant further agree that once the Rentable Area and Usable Area of the Expansion Space have been determined as specified hereinabove, even if later either party alleges that the actual Rentable Area or Usable Area of the Expansion Space is more or less than the figures stated herein; and whether or not such figures are inaccurate, for all purposes of the Lease, the Rentable and Usable figures agreed upon shall be conclusively deemed to be the Rentable Area, or Usable Area of the Expansion Space, as the case may be. Notwithstanding any adjustment in the Usable Area and/or Rentable Area as determined pursuant to this Section 4, and provided the demising wall is erected in the location indicated on Exhibit A attached hereto and the Expansion Space plan as depicted on Exhibit A is not modified after this First Amendment is executed, there shall be no change in the Fixed Monthly Rent due for the Expansion Space as set forth in Section 5.2, below or in Tenant’s Share as set forth in Section 6, below. As of the Expansion Date, the total Usable Area of the Premises shall be 27,983 square feet and the total Rentable Area of the Premises shall be 31,338 square feet, subject to confirmation of the Usable Area and Rentable Area as provided above. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. If the demising wall is erected in a location different from that as indicated on Exhibit A attached hereto, or if the Expansion Space plan as depicted on Exhibit A is otherwise modified after this First Amendment is executed, and if as a result the Rentable Area of the Expansion Space is increased or decreased pursuant to this Section 4 then (a) the Fixed Monthly Rent commencing on the first calendar day of the thirteenth (13th) calendar month after the Expansion Date shall be recalculated based on $2.13 per square foot of Rentable Area of the Expansion Space, per month; (b) thereafter, the Fixed Monthly Rent shall be adjusted to result in an increase of three percent (3%) per annum, cumulative over the Expansion Term; (c) as of the Expansion Date, Security Deposit for the Expansion Space shall be adjusted to an amount equal to one month’s Fixed Monthly Rent for the Expansion Space due during the last year of the Term; (d) as of the Expansion Date, if the Usable Area of the Expansion Space is increased or decreased pursuant to this Section 4, then “Tenant’s Share” as set forth herein for the Expansion Space shall be increased or decreased equally, by dividing the newly calculated Usable Area of the Expansion Space by the Usable Area of the Building; (e) the Allowance shall equal $32.50 per square foot of Rentable Area within Expansion Space; and (f) all other amounts based on the Usable Area of the Expansion Space or Rentable Area of the Expansion Space shall be adjusted appropriately. Landlord and Tenant shall promptly execute a memorandum (the “Memorandum”) confirming the finalized Delivery Date, Expansion Date, the Fixed Monthly Rent escalation dates as described in Section 5.b. below, and the other matters specified above as soon as they are determined. Tenant shall execute the Memorandum and return it to Landlord within fifteen (15) business days after receipt thereof. Failure of Tenant to timely execute and deliver the Memorandum shall constitute an acknowledgement by Tenant that the statements included in such Memorandum are true and correct.
Building Renovations It is specifically understood and agreed that Landlord has made no representation or warranty to Tenant and has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth herein or in the Work Letter Agreement. However, Tenant hereby acknowledges that Landlord is currently renovating or may during the Lease Term renovate, improve, alter, or modify (collectively, the "Renovations") the Project, the Building and/or the Premises including without limitation the parking structure, common areas, systems and equipment, roof, and structural portions of the same, which Renovations may include, without limitation, (i) installing sprinklers in the Building common areas and tenant spaces, (ii) modifying the common areas and tenant spaces to comply with applicable laws and regulations, including regulations relating to the physically disabled, seismic conditions, and building safety and security, and (iii) installing new floor covering, lighting, and wall coverings in the Building common areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Renovations and Landlord's actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting from the Renovations or Landlord's actions in connection with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations or Landlord's actions.
Restoration of Premises On a taking of the Premises which does not result in a termination of this Lease (other than as to the part of the Premises so taken), Landlord and Tenant shall restore the Premises to substantially the condition existing immediately before such taking, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements. Landlord and Tenant shall perform such restoration in accordance with the applicable provisions and allocation of responsibility for repair and restoration of the Premises on damage or destruction pursuant to Article 12 above, and both parties shall use any awards received by such party attributable to the Premises for such purpose.
RELOCATION OF PREMISES Landlord shall have the right to relocate the Premises to another part of the Building in accordance with the following:
Common Area Maintenance Subject to Articles Eleven and Twelve, Landlord shall maintain the Common Areas in good order, condition, and repair. Common Area Maintenance expenses (“CAM Expenses”) are all costs and expenses associated with the operation and maintenance of the Common Areas and the repair and maintenance of the heating, ventilation, air conditioning, plumbing, electrical, utility and safety systems (to the extent not performed by Tenant), including, but not limited to, the following: gardening and landscaping; snow removal; utility, water, sewage and property drainage services for the Common Area; maintenance of signs (other than tenants’ signs); worker’s compensation insurance; personal property taxes; rentals or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Common Areas; fees for required licenses and permits routine maintenance and repair of roof membrane, flashings, gutters, downspouts, roof drains, skylights and waterproofing; maintenance of paving, (including sweeping, striping, repairing, resurfacing and repaving); general maintenance; painting; lighting; cleaning; refuse removal; security and similar items; reserves for roof replacement, exterior painting and other appropriate reserves; and a property management fee not to exceed five percent (5%) of building revenues. Landlord may cause any or all of such services to be provided by third parties and the cost of such services shall be included in CAM Expenses. With respect to any CAM Expenses which are included for the benefit of the Property and other property. Landlord shall make a reasonable allocation of such cost between the Property and such other property. CAM Expenses shall not include the cost of capital repairs and replacements; provided, however, that (a) the annual depreciation (based on the useful life of the item under generally accepted accounting principles) of any such capital repair or replacement to the Common Areas or the heating, ventilating, air-conditioning, plumbing, electrical, utility and safety systems serving the Property, shall be included in the CAM Expenses each year during the Lease Term; and (b) the cost of capital improvements undertaken to reduce CAM Expenses or made in order to comply with legal requirements shall be included in CAM Expenses each year during the term of this Lease.
Construction of Agreement The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.
LANDLORD'S ACCESS TO PREMISES Landlord reserves and shall at any time upon reasonable notice and in compliance with Tenant’s reasonable security measures have the right to enter the Premises to inspect the same, to supply any service to be provided by Landlord to Tenant hereunder to service and repair HVAC units, water pipes and sprinkler mains, and electrical and telephone risers servicing other parts of the Building, to show said Premises to prospective purchasers or tenants, to alter or repair the Premises or any portion of the Building, and to place “for sale” or “for rent” signs on the Building, all without being deemed guilty of an eviction of Tenant and without abatement of Rent, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Tenant hereby waives any claim for damages or any inconvenience to or interference with Tenant’s business, any loss of quiet enjoyment of the Premises and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the main door to the Premises but not Tenant’s vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said door in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or any eviction of Tenant from the Premises or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decoration except as otherwise expressly agreed to be performed by Landlord.
SUBSTITUTION OF OTHER PREMISES Landlord may elect, by written notice to Tenant, to substitute for the Premises other office space in the Building (herein called the “Substitute Premises”) designated by Landlord, provided that such Substitute Premises shall be comparable to the Premises (e.g. comparable size, comparable finishes, comparable number of offices and conference rooms, comparable ceiling treatment, doors and hardware). Such notice shall be accompanied by a space plan of the Substitute Premises, and indicate the area of the Substitute Premises, which space plan shall be approved by Tenant within three (3) business days following Landlord’s delivery thereof (such approval not to be unreasonably withheld, conditioned or delayed). Upon receipt of any such notice from Landlord, Tenant will reasonably cooperate with Landlord to supply such information as may be necessary to allow Landlord’s architects, at Landlord’s cost, to prepare plans and specifications for the Substitute Premises in a form which is complete to allow subcontractors to bid on the work, and which are a logical extension of the space plan of the Substitute Premises (as reasonably determined by Landlord) and otherwise in accordance with Building standards (collectively, the “Relocation Plans”), and Landlord shall thereafter build out the Substitute Premises in accordance with the Relocation Plans. Notwithstanding anything to the contrary set forth in this Article 22, to the extent Tenant request any upgrades in the improvements located in such Substitute Premises vis-à-vis the improvements then existing in the Premises (e.g., specialty finishes such as glass, ceiling treatments, specialty lighting, built-in or custom cabinetry), Tenant shall pay to Landlord, promptly upon billing therefor, all costs and expenses incurred by Landlord in connection with such upgraded improvements. Tenant shall vacate and surrender the Premises and shall occupy the Substitute Premises upon substantial completion of the work to be performed by Landlord in the Substitute Premises pursuant to the Relocation Plans and this Article 22 (and Landlord shall provide Tenant with at least thirty (30) days’ notice of Landlord’s substantial completion of the improvements within the Substitute Premises so that Tenant shall have a reasonable opportunity to schedule the move of its personal property from the Premises into the Substitute Premises over a weekend (other than a holiday weekend)). Further, Landlord shall, at Landlord’s expense, (i) furnish and install in the Substitute Premises fixtures, equipment, improvements and appurtenances at least equal in quality to those contained in the Premises at the time such notice of substitution is given by Landlord, in accordance with the Relocation Plans, (ii) provide sufficient personnel to perform under Tenant’s direction the moving of Tenant’s Property from the Premises to the Substitute Premises, and (iii) reimburse Tenant for all actual and reasonable out-of-pocket costs incurred by Tenant in connection with its move from the Premises to the Substitute Premises, including, without limitation, the cost to install new communications and computer lines (to the extent not installed by Landlord as part of its installation of the improvements in the Substitute Premises), the cost to move Tenant’s furniture from the Premises to the Substitute Premises, and the cost of reasonable amounts of replacement stationery. Tenant agrees to cooperate with Landlord so as to facilitate the prompt completion by Landlord of its obligations under this Article and the prompt surrender by Tenant of the Premises. Without limiting the generality of the preceding sentence, Tenant agrees (A) to provide to Landlord promptly any approvals or instructions and any other information reasonably requested by Landlord in connection with the preparation of the Relocation Plans, and (B) to perform promptly in the Substitute Premises any work to be performed therein by Tenant to prepare the same for Tenant’s occupancy. In the event Tenant is relocated in accordance with this Article 22, and the rentable area of the Substitute Premises is not equal to the rentable area of the Premises, all amounts, percentages and figures appearing or referred to in this Lease based upon such rentable area (including, without limitation, the amounts of the Rent and Tenant’s Share) shall be modified accordingly; provided, however, that notwithstanding the foregoing, Tenant’s Base Rent shall not increase as a result of such relocation. Simultaneously with such relocation of the Premises, the parties shall immediately execute an amendment to this Lease stating the relocation of the Premises, and amending those Sections of the Summary, and replacing Exhibit A to this Lease, as shall be necessary to accurately describe the Substitute Premises (including, without limitation, the location and the rentable area of the Substitute Premises).
SUBSTITUTION OF PREMISES Subject to the conditions specified in this Xxxxxxxxx 00, Xxxxxxxx reserves the right without Tenant's consent, on thirty (30) days' written notice to Tenant, to substitute other premises within the Building for the Premises. In each such case, the substituted premises (a) shall contain at least the same Rentable Area as the Premises, (b) shall contain comparable tenant improvements, and (c) shall be made available to Tenant at the then-current rental rate for such space, which in no event shall exceed the Rent specified herein. Landlord shall pay all reasonable moving expenses of Tenant incidental to such substitution of premises.
