Common use of HVAC Replacement Clause in Contracts

HVAC Replacement. Pursuant to the terms of paragraph 9(c) of the Third Amendment, Original Landlord, at Original Landlord’s sole cost and expense, was to perform the HVAC Work in accordance with the HVAC Requirements (as both terms are defined in said paragraph 9(c)). Notwithstanding the foregoing, as of the date hereof, Original Landlord has not performed the HVAC Requirements. Therefore, Landlord and Tenant acknowledge and agree that, in lieu of Landlord’s performance of the HVAC Requirements, Landlord shall contribute up to Sixty Five Thousand and No/100 Dollars ($65,000.00) (“HVAC Credit Allowance”) toward the cost and expense of Tenant’s removal, repair and replacement of HVAC units in the Third Expansion Premises, including without limitation, all design and duct work relating thereto (“Tenant’s HVAC Work”). Such contribution by Landlord will constitute full payment and performance of Landlord’s obligations under said paragraph 9(c) and there are no other outstanding obligations of Landlord as of the date hereof with respect to tenant improvements to be performed or paid for by Landlord. In the event Tenant desires Landlord to make any such contribution, Tenant shall submit a request therefor, together with supporting documentation reasonably acceptable to Landlord regarding the Tenant’s HVAC Work for which Tenant is requesting contribution or payment (including such customary items as invoices for payment, lien waivers and the like), and Landlord shall make the requested contribution to Tenant (or direct payment as the case may be) within fifteen (15) days after Landlord’s receipt of Tenant’s request and such supporting documentation; in the event Landlord fails to make such contribution or payment as provided herein, Tenant may deduct and offset the amount thereof against the next ensuing monthly installment(s) of Base Rent. To the extent Tenant does not use the entire HVAC Credit Allowance toward Tenant’s HVAC Work on or before the expiration of the Initial Term of the Lease, Tenant shall have no further right to the HVAC Credit Allowance or any remaining portion thereof.

HVAC Replacement. Pursuant Landlord agrees to pay for the cost to replace any base Building HVAC units providing service to the terms of paragraph 9(cDemised Premises if Landlord determines in its reasonable good faith judgment that the following conditions are met: (a) the applicable HVAC unit requires a capital repair, other than customary inspection and maintenance of the Third HVAC system, and such work is not required due to the failure of Tenant to maintain and service such HVAC unit as required in this Lease, as amended by this Seventh Amendment, Original and the repair is not required due to any alteration, misuse or negligence or willful misconduct of Tenant or any of its employees, agents, contractors or subtenants occurring after the date of this Seventh Amendment; and (b) the HVAC unit for which the repair is required is beyond its practical useful life as determined by the contactor or contractor’s engaged by Landlord; and (c) either the cost for the repair will be more than $15,000.00 for any individual repair work, or there have been three (3) failures of the applicable HVAC unit in the prior six month period where the applicable HVAC unit was inoperable for more than four consecutive hours on each occasion during the normal working hours on a weekday. The cost of such replacement of a HVAC unit shall be amortized over the useful life of the replaced HVAC unit and such amortized cost, together with interest at Original Landlord’s sole cost and expenseeight percent per annum, was to shall be paid by Tenant as additional rent. Landlord shall perform the work to replace the applicable HVAC Work in accordance with the HVAC Requirements (as both terms are defined in said paragraph 9(c))unit. Notwithstanding the foregoing, Landlord’s agreement to perform and pay for the replacement of any HVAC unit shall not apply to (i) any HVAC unit or system installed or materially altered by Tenant as part of any Tenant improvements or alterations made by Tenant or any HVAC units replaced by Tenant (unless comparable to the quality (excluding age of the date hereofunits) of existing HVAC units replaced by Tenant), Original Landlord has not performed the or (ii) any supplemental HVAC Requirements. Thereforesystem and equipment installed by Tenant as part of any Tenant improvements, Landlord and Tenant acknowledge and agree thattrade fixtures or alterations, or (iii) any incremental increase in lieu of Landlord’s performance cost in connection with installing a higher capacity HVAC unit that is in excess of the cost of installing a HVAC Requirementsunit of comparable capacity to the one being replaced (i.e., Landlord shall contribute up to Sixty Five Thousand and No/100 Dollars ($65,000.00) (“HVAC Credit Allowance”) toward the cost and expense of Tenant’s removaldelta between the new, repair and replacement of higher capacity HVAC units in the Third Expansion Premises, including without limitation, all design and duct work relating thereto (“Tenant’s HVAC Work”). Such contribution by Landlord will constitute full payment and performance of Landlord’s obligations under said paragraph 9(c) and there are no other outstanding obligations of Landlord as of the date hereof with respect to tenant improvements to be performed or paid for by Landlord. In the event Tenant desires Landlord to make any such contribution, Tenant shall submit a request therefor, together with supporting documentation reasonably acceptable to Landlord regarding the Tenant’s HVAC Work for which Tenant is requesting contribution or payment (including such customary items as invoices for payment, lien waivers unit and the like), and Landlord lower capacity HVAC unit being replaced shall make the requested contribution to be paid by Tenant within thirty (or direct payment as the case may be) within fifteen (1530) days after Landlord’s receipt of Tenant’s request and such supporting documentation; in the event Landlord fails to make such contribution or payment as provided herein, Tenant may deduct and offset the amount thereof against the next ensuing monthly installment(s) of Base Rent. To the extent Tenant does not use the entire HVAC Credit Allowance toward Tenant’s HVAC Work on or before the expiration completion of the Initial Term of the Lease, Tenant shall have no further right to the HVAC Credit Allowance or any remaining portion thereofwork).