Common use of Expansion Premises Work Clause in Contracts

Expansion Premises Work. (a) Landlord shall perform work in the Expansion Premises to prepare it for Tenant’s occupancy (the “Expansion Premises Work”), pursuant to the plan attached hereto as Exhibit B (“Approved Plans”), using Building standard materials and finishes. Subject to any Tenant Delays and Force Majeure Events, Landlord shall use commercially reasonable efforts to substantially complete the Expansion Premises Work on or before the Target Expansion Premises Commencement Date; provided, however, that Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to substantially complete the Expansion Premises Work on or before such date. Notwithstanding the foregoing, in the event Landlord fails to substantially compete the Expansion Premises Work on or before September 15, 2019, Tenant shall have the right, upon thirty (30) days’ prior written notice to Landlord and Landlord’s Mortgagee, to perform or cause to be performed the Expansion Premises Work in accordance with the plans and specifications therefor, unless, within such thirty (30) day period, Landlord substantially completes the Expansion Premises Work. In the event that Tenant exercises this option of self-help, Landlord shall reimburse Tenant for the costs reasonably incurred by Tenant in connection therewith within thirty (30) days of receipt of a request from Tenant together with reasonable and customary back-up documentation. Landlord hereby grants to Tenant, its contractors, agents and employees a temporary right and easement to enter upon any portion of the Expansion Premises for the purpose of performing any such portion or all of the Expansion Premises Work. Tenant shall not be obligated to pay Rent with respect to the Expansion Space while Tenant is performing the Expansion Premises Work. Landlord covenants and represents that the Expansion Work shall be completed in a good and workmanlike manner and in compliance with all applicable Legal Requirements, including without limitation, all applicable permits and governmental approvals in connection therewith. Furthermore, during the performance of the Expansion Premises Work, Landlord agrees to use commercially reasonable efforts to minimize any material interference with Tenant’s business in the Existing Premises. The Expansion Premises Work shall be deemed to be substantially completed as of the date (i) when the Expansion Premises are in substantial accordance with Exhibit B, even though minor details of construction, decoration, and mechanical adjustments remain to be completed by Landlord, as determined by Landlord’s architect, in such architect’s sole reasonable discretion; and (ii) Tenant is permitted, in accordance with applicable Legal Requirements, to occupy the Expansion Premises for the conduct of its business and Tenant has been notified thereof (which notification may be verbal). Such date is referred to herein as the “Expansion Premises Commencement Date.” Landlord hereby agrees that it shall keep Tenant reasonably appraised of the status of the Expansion Premises Work and the anticipated Expansion Premises Commencement Date. Landlord shall have no obligation to perform any work not shown on Exhibit B. Landlord shall complete any punch-list items that remain to be performed by Landlord, if any, within thirty (30) days after the Expansion Premises Commencement Date. Tenant shall notify Landlord within thirty (30) days of Tenant’s occupancy of the Expansion Premises of any portion of the Expansion Premises Work, including punch-list items, that remains incomplete or any manner in which the Expansion Premises is not in the condition required to be delivered pursuant to this Section 7. Except as identified in any such notice from Tenant to Landlord, Tenant shall have no right to make any claim that Landlord has failed to perform any of the Expansion Premises Work fully, properly and in accordance with the terms hereof or to require Landlord to perform any further Expansion Premises Work. (b) Subject to Section 7(c) below and Tenant’s obligation to pay for the cost of all Change Orders in accordance therewith, Tenant shall be responsible for Sixteen Thousand Five Hundred and 00/100 Dollars ($16,500.00) of the cost of the Expansion Premises Work (the “Tenant’s Cost”) and Landlord shall be responsible for the balance of the cost of the Expansion Premises Work. Tenant shall pay Tenant’s Cost to Landlord within thirty (30) days of the Effective Date and any delay by Tenant in paying the Tenant’s Cost to Landlord shall constitute a Tenant Delay hereunder. Landlord shall have no obligation hereunder to commence the Expansion Premises Work until Tenant has paid the Tenant’s Cost to Landlord. Landlord and Tenant hereby acknowledge and agree that the cost of the Expansion Premises Work shall include a construction management fee payable to Landlord equal to three percent of the total cost of the Expansion Premises Work, as well as costs in connection with engineering and design, as well as construction-related costs and expenses. (c) To the extent that Tenant requests any modifications to the Approved Drawings (a “Change Order”), and such modification is reasonably acceptable to Landlord and the parties agree in writing to the costs of such Change Order, Tenant shall pay to Landlord, promptly on demand, all costs of such Change Order as reasonably estimated by Landlord’s contractor as of the time of Landlord’s approval of any such modifications requested by Tenant. Tenant shall, if requested by Landlord, execute a work letter confirming such excess costs prior to the time Landlord shall be required to commence work. Landlord shall have no obligation to commence such work unless and until the Tenant shall have paid such excess costs to Landlord. In the event that the actual cost to Landlord of completing any Change Order is greater than the estimate of Landlord’s contractor, then Tenant shall pay to Landlord such difference within ten (10) days after Landlord advises Tenant of such actual cost and submits to Tenant reasonable and customary evidence substantiating such actual cost. The costs of any Change Order may include a construction management fee, as more particularly described above. (d) As used in this Amendment, a “Tenant Delay” means each day of delay in the performance of the Expansion Premises Work that occurs because (a) Tenant requests any change to the Approved Plans, or (b) Tenant or any agent, contractor, or employee of Tenant otherwise delays the completion of the Expansion Premises Work (provided that Landlord shall notify Tenant within twenty-four (24) hours of such request or act or omission of Tenant or any agent, contractor or employee of Tenant that such request, act or omission constitutes a Tenant Delay hereunder). In the event that the Expansion Premises Work shall not be substantially completed by Landlord on or before the day immediately preceding the Target Expansion Premises Commencement Date as a result of the occurrence of a Tenant Delay, then in such event, (a) for all intents and purposes of this Amendment, the Expansion Premises Work shall be deemed to have been substantially completed by Landlord as of the date Landlord shall determine, in its reasonable discretion, that Landlord would have substantially completed the Expansion Premises Work but for the occurrence of such Tenant Delay; and (b) the Expansion Premises Commencement Date shall be the day after the date determined by Landlord to be the date as of which Landlord would have substantially completed the Expansion Premises Work but for the occurrence of such Tenant Delay.

Expansion Premises Work. (a) Landlord shall perform work in the Expansion Premises to prepare it for Tenant’s occupancy (the ““ Expansion Premises WorkWork ”), pursuant to the plan attached hereto as Exhibit B (““ Approved PlansPlans ”), using Building standard materials and finishes. Subject to any Tenant Delays and Force Majeure Events, Landlord shall use commercially reasonable efforts to substantially complete the Expansion Premises Work on or before the Target Expansion Premises Commencement Date; provided, however, that Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to substantially complete the Expansion Premises Work on or before such date. Notwithstanding the foregoing, in the event Landlord fails to substantially compete the Expansion Premises Work on or before September 15, 2019, Tenant shall have the right, upon thirty (30) days’ prior written notice to Landlord and LandlordL▇▇▇▇▇▇▇’s Mortgagee, to perform or cause to be performed the Expansion Premises Work in accordance with the plans and specifications therefor, unless, within such thirty (30) day period, Landlord substantially completes the Expansion Premises Work. In the event that Tenant exercises this option of self-help, Landlord shall reimburse Tenant for the costs reasonably incurred by Tenant in connection therewith within thirty (30) days of receipt of a request from Tenant together with reasonable and customary back-up documentation. Landlord hereby grants to Tenant, its contractors, agents and employees a temporary right and easement to enter upon any portion of the Expansion Premises for the purpose of performing any such portion or all of the Expansion Premises Work. Tenant shall not be obligated to pay Rent with respect to the Expansion Space while Tenant is performing the Expansion Premises Work. Landlord covenants and represents that the Expansion Work shall be completed in a good and workmanlike manner and in compliance with all applicable Legal Requirements, including without limitation, all applicable permits and governmental approvals in connection therewith. Furthermore, during the performance of the Expansion Premises Work, Landlord agrees to use commercially reasonable efforts to minimize any material interference with TenantT▇▇▇▇▇’s business in the Existing Premises. The Expansion Premises Work shall be deemed to be substantially completed as of the date (i) when the Expansion Premises are in substantial accordance with Exhibit BB , even though minor details of construction, decoration, and mechanical adjustments remain to be completed by LandlordL▇▇▇▇▇▇▇, as determined by Landlord’s architect, in such architect’s sole reasonable discretion; and (ii) Tenant is permitted, in accordance with applicable Legal Requirements, to occupy the Expansion Premises for the conduct of its business and Tenant has been notified thereof (which notification may be verbal). Such date is referred to herein as the ““ Expansion Premises Commencement DateDate .” Landlord hereby agrees that it shall keep Tenant reasonably appraised of the status of the Expansion Premises Work and the anticipated Expansion Premises Commencement Date. Landlord shall have no obligation to perform any work not shown on Exhibit B. B . Landlord shall complete any punch-list items that remain to be performed by Landlord, if any, within thirty (30) days after the Expansion Premises Commencement Date. Tenant shall notify Landlord within thirty (30) days of Tenant’s occupancy of the Expansion Premises of any portion of the Expansion Premises Work, including punch-list items, that remains incomplete or any manner in which the Expansion Premises is not in the condition required to be delivered pursuant to this Section 77 . Except as identified in any such notice from Tenant to Landlord, Tenant shall have no right to make any claim that Landlord has failed to perform any of the Expansion Premises Work fully, properly and in accordance with the terms hereof or to require Landlord to perform any further Expansion Premises Work. (b) Subject to Section 7(c7(c ) below and TenantT▇▇▇▇▇’s obligation to pay for the cost of all Change Orders in accordance therewith, Tenant shall be responsible for Sixteen Thousand Five Hundred and 00/100 Dollars ($16,500.00) of the cost of the Expansion Premises Work (the ““ Tenant’s CostCost ”) and Landlord shall be responsible for the balance of the cost of the Expansion Premises Work. Tenant shall pay Tenant’s Cost to Landlord within thirty (30) days of the Effective Date and any delay by Tenant in paying the Tenant’s Cost to Landlord shall constitute a Tenant Delay hereunder. Landlord shall have no obligation hereunder to commence the Expansion Premises Work until Tenant has paid the Tenant’s Cost to Landlord. Landlord and Tenant hereby acknowledge and agree that the cost of the Expansion Premises Work shall include a construction management fee payable to Landlord equal to three percent of the total cost of the Expansion Premises Work, as well as costs in connection with engineering and design, as well as construction-related costs and expenses. (c) To the extent that Tenant requests any modifications to the Approved Drawings (a “Change Order”), and such modification is reasonably acceptable to Landlord and the parties agree in writing to the costs of such Change Order, Tenant shall pay to Landlord, promptly on demand, all costs of such Change Order as reasonably estimated by Landlord’s contractor as of the time of Landlord’s approval of any such modifications requested by Tenant. Tenant shall, if requested by Landlord, execute a work letter confirming such excess costs prior to the time Landlord shall be required to commence work. Landlord shall have no obligation to commence such work unless and until the Tenant shall have paid such excess costs to Landlord. In the event that the actual cost to Landlord of completing any Change Order is greater than the estimate of Landlord’s contractor, then Tenant shall pay to Landlord such difference within ten (10) days after Landlord advises Tenant of such actual cost and submits to Tenant reasonable and customary evidence substantiating such actual cost. The costs of any Change Order may include a construction management fee, as more particularly described above. (d) As used in this Amendment, a “Tenant Delay” means each day of delay in the performance of the Expansion Premises Work that occurs because (a) Tenant requests any change to the Approved Plans, or (b) Tenant or any agent, contractor, or employee of Tenant otherwise delays the completion of the Expansion Premises Work (provided that Landlord shall notify Tenant within twenty-four (24) hours of such request or act or omission of Tenant or any agent, contractor or employee of Tenant that such request, act or omission constitutes a Tenant Delay hereunder). In the event that the Expansion Premises Work shall not be substantially completed by Landlord on or before the day immediately preceding the Target Expansion Premises Commencement Date as a result of the occurrence of a Tenant Delay, then in such event, (a) for all intents and purposes of this Amendment, the Expansion Premises Work shall be deemed to have been substantially completed by Landlord as of the date Landlord shall determine, in its reasonable discretion, that Landlord would have substantially completed the Expansion Premises Work but for the occurrence of such Tenant Delay; and (b) the Expansion Premises Commencement Date shall be the day after the date determined by Landlord to be the date as of which Landlord would have substantially completed the Expansion Premises Work but for the occurrence of such Tenant Delay.

Expansion Premises Work. (a) Landlord Tenant shall have the right to perform work alterations and improvements in the Expansion Premises to prepare it for Tenant’s occupancy (the “Tenant’s Expansion Premises Work”), pursuant ) from and after each of the applicable Expansion Premises Commencement Dates. Tenant shall have access to Expansion Premises A from and after the plan attached hereto as Exhibit B (“Approved Plans”), using Building standard materials Execution Date for purposes of installing wiring and finishes. Subject to any Tenant Delays and Force Majeure Events, Landlord shall use commercially reasonable efforts to substantially complete the preparing for Tenant’s Expansion Premises Work on or before and occupancy, provided that such access shall be in accordance with the Target terms and conditions of the Lease (other than the obligation to pay Rent. Tenant shall have access to Expansion Premises Commencement Date; providedB, howeverfor the foregoing purposes and subject to the foregoing conditions, from and after the date that Landlord shall have no liability whatsoever the existing tenant thereof vacates same and surrenders possession thereof to Tenant in the event that Landlord shall fail for any reason whatsoever to substantially complete the Expansion Premises Work on or before such dateLandlord. Notwithstanding the foregoing, in Tenant and its contractors shall not have the event Landlord fails right to substantially compete the perform any of Tenant’s Expansion Premises Work on or before September 15unless and until Tenant has complied with all of the terms and conditions of Section 9 of the Lease, 2019including, Tenant shall have without limitation, approval by Landlord of the right, upon thirty (30) days’ prior written notice to Landlord and Landlordfinal plans for Tenant’s Mortgagee, to perform or cause to be performed the Expansion Premises Work in accordance with and the plans and specifications therefor, unless, within such thirty (30) day period, Landlord substantially completes the contractors to be retained by Tenant to perform Tenant’s Expansion Premises Work. In the event that Tenant exercises of any conflict between Section 9 of the Lease and this option of self-helpFirst Amendment, Landlord this First Amendment shall reimburse Tenant control. Landlord’s consent is solely for the costs reasonably incurred by benefit of Landlord, and neither Tenant in connection therewith within thirty nor any third party shall have the right to rely on Landlord’s consent, or its approval of Tenant’s plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of Tenant’s plans (30) days including, without limitation, compliance with law, functionality of receipt design of a request from Tenant together with reasonable and customary back-up documentation. Landlord hereby grants to the Tenant’s Expansion Premises Work, its contractorsthe structural integrity of the design, agents and employees a temporary right and easement to enter upon any portion the configuration of the Expansion Premises for and the purpose placement of performing any such portion or all Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord’s approval of the contractors to perform Tenant’s Expansion Premises Work. Tenant Work shall not be obligated unreasonably withheld, conditioned, or delayed. The parties agree that Landlord’s approval of the general contractor to pay Rent with respect perform Tenant’s Expansion Premises Work shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the Expansion Space while Tenant is performing the Expansion Premises Work. Landlord covenants and represents that the Expansion Work shall be completed in a good and workmanlike manner and in compliance with all applicable Legal Requirements, including without limitation, all applicable permits and governmental approvals in connection therewith. Furthermore, during the performance terms of the Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 125% of the total estimated cost of Tenant’s Expansion Premises Work, Landlord agrees (iv) does not provide current financial statements reasonably acceptable to use commercially reasonable efforts to minimize any material interference with Tenant’s business Landlord, or (v) is not licensed as a contractor in the Existing Premises. The Expansion Premises Work shall be deemed to be substantially completed as of the date (i) when the Expansion Premises are in substantial accordance with Exhibit B, even though minor details of construction, decoration, and mechanical adjustments remain to be completed by Landlord, as determined by Landlord’s architect, in such architect’s sole reasonable discretion; and (ii) Tenant is permitted, in accordance with applicable Legal Requirements, to occupy the Expansion Premises for the conduct of its business and Tenant has been notified thereof (which notification may be verbal). Such date is referred to herein as the “Expansion Premises Commencement Date.” Landlord hereby agrees that it shall keep Tenant reasonably appraised of the status of the Expansion Premises Work and the anticipated Expansion Premises Commencement Date. Landlord shall have no obligation to perform any work not shown on Exhibit B. Landlord shall complete any punch-list items that remain to be performed by Landlord, if any, within thirty (30) days after the Expansion Premises Commencement Date. Tenant shall notify Landlord within thirty (30) days of Tenant’s occupancy of the Expansion Premises of any portion of the Expansion Premises Work, including punch-list items, that remains incomplete or any manner state/municipality in which the Expansion Premises is located. Tenant acknowledges the foregoing is not in the condition required intended to be delivered pursuant to this Section 7. Except as identified in any such notice from Tenant to Landlord, Tenant shall have no right to make any claim that Landlord has failed to perform any an exclusive list of the Expansion Premises Work fully, properly and in accordance with the terms hereof or reasons why Landlord may reasonably withhold its consent to require Landlord to perform any further Expansion Premises Worka general contractor. (b) Subject to Section 7(c) below and Tenant’s obligation to pay for the cost of all Change Orders in accordance therewith, Tenant shall be responsible for Sixteen Thousand Five Hundred and 00/100 Dollars ($16,500.00) of the cost of the Expansion Premises Work (the “Tenant’s Cost”) and Landlord shall be responsible for the balance of the cost of the Expansion Premises Work. Tenant shall pay Tenant’s Cost to Landlord within thirty (30) days of the Effective Date and any delay by Tenant in paying the Tenant’s Cost to Landlord shall constitute a Tenant Delay hereunder. Landlord shall have no obligation hereunder to commence the Expansion Premises Work until Tenant has paid the Tenant’s Cost to Landlord. Landlord and Tenant hereby acknowledge and agree that the cost of the Expansion Premises Work shall include a construction management fee payable to Landlord equal to three percent of the total cost of the Expansion Premises Work, as well as costs in connection with engineering and design, as well as construction-related costs and expenses. (c) To the extent that Tenant requests any modifications to the Approved Drawings (a “Change Order”), and such modification is reasonably acceptable to Landlord and the parties agree in writing to the costs of such Change Order, Tenant shall pay to Landlord, promptly on demand, all costs of such Change Order as reasonably estimated by Landlord’s contractor as of the time of Landlord’s approval of any such modifications requested by Tenant. Tenant shall, if requested by Landlord, execute a work letter confirming such excess costs prior to the time Landlord shall be required to commence work. Landlord shall have no obligation to commence such work unless and until the Tenant shall have paid such excess costs to Landlord. In the event that the actual cost to Landlord of completing any Change Order is greater than the estimate of Landlord’s contractor, then Tenant shall pay to Landlord such difference within ten (10) days after Landlord advises Tenant of such actual cost and submits to Tenant reasonable and customary evidence substantiating such actual cost. The costs of any Change Order may include a construction management fee, as more particularly described above. (d) As used in this Amendment, a “Tenant Delay” means each day of delay in the performance of the Expansion Premises Work that occurs because (a) Tenant requests any change to the Approved Plans, or (b) Tenant or any agent, contractor, or employee of Tenant otherwise delays the completion of the Expansion Premises Work (provided that Landlord shall notify Tenant within twenty-four (24) hours of such request or act or omission of Tenant or any agent, contractor or employee of Tenant that such request, act or omission constitutes a Tenant Delay hereunder). In the event that the Expansion Premises Work shall not be substantially completed by Landlord on or before the day immediately preceding the Target Expansion Premises Commencement Date as a result of the occurrence of a Tenant Delay, then in such event, (a) for all intents and purposes of this Amendment, the Expansion Premises Work shall be deemed to have been substantially completed by Landlord as of the date Landlord shall determine, in its reasonable discretion, that Landlord would have substantially completed the Expansion Premises Work but for the occurrence of such Tenant Delay; and (b) the Expansion Premises Commencement Date shall be the day after the date determined by Landlord to be the date as of which Landlord would have substantially completed the Expansion Premises Work but for the occurrence of such Tenant Delay.