Common use of Maintenance, Repair and Replacement Clause in Contracts

Maintenance, Repair and Replacement. Excluding damage by casualty or condemnation, which are governed elsewhere in this Lease, Tenant, at its sole cost and expense, shall maintain and repair in their current condition, reasonable wear and tear excepted, the Premises (including the roof, foundation, exterior walls and other structural elements) and equipment and systems within the Premises (including generators, lighting, electrical, plumbing, hydraulics, mechanical, heating, ventilating and air conditioning), all driveways, parking areas, landscaping, and other improvements located on the Premises, which maintenance and repair shall be in Tenant’s reasonable discretion, and may include replacement of such equipment, systems, or structural elements of the Property if replacement is required in Tenant’s reasonable discretion. During the Term of this Lease, Landlord shall have no obligations with respect to the maintenance or repair (including replacement) of the Premises, all of such obligations being assumed by Tenant, except as otherwise expressly provided herein. Landlord may make any repairs to the Premises upon thirty (30) days advance written notice to Tenant (or such shorter period of time if Landlord reasonably determines the failure to immediately repair will result in material long-term damage to the Premises (or any part thereof), or would cause injury or harm to human health, in Landlord’s reasonable judgment), so long as Landlord uses commercially reasonable efforts to minimize interference with Tenant’s business operations in exercising its rights hereunder. In the event that Landlord is required to make any repairs to the Premises to correct a condition or state of facts which if not corrected would result in long- term material damage to the Premises (or any material part thereof), or would cause injury or harm to human health, in Landlord’s reasonable judgment and Tenant fails to commence and diligently pursue such repair within ten (10) days of receipt of notice thereof (or with respect to an emergency condition, within five (5) days of receipt of notice thereof), Tenant shall reimburse Landlord for all of Landlord’s out-of-pocket costs in making such repair within ten (10) days following Landlord’s invoice therefor. Landlord shall indemnify and hold harmless Tenant for any actual, out-of-pocket costs, expenses or losses which Tenant incurs due to Landlord’s, its agents or contractors’ negligence or willful misconduct in connection with any repairs done by Landlord or on behalf of Landlord at the Premises. Notwithstanding anything to the contrary, at the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord in the then-existing condition of the Premises. Tenant and Landlord shall schedule a walk-through inspection of the Premises at least thirty (30) days in advance of the expiration date of the Premises. Landlord shall have the right to identify which furniture and any other tangible personal property on the Premises that Landlord requires Tenant to remove at the time Tenant vacates the Premises (provided, that, Landlord agrees that Tenant shall in no event be obligated to remove, nor incur any costs or expenses related to removal or disposal of, any shelving, sorting and/or conveyer system(s) located at or in any of the Properties, either prior to or after expiration of the Term, and Landlord shall be entitled to any salvage value attributable to such shelving, sorting and/or conveyer system(s)). In the event that Tenant fails to remove such identified property by the expiration or termination of this Lease, then such property shall be considered abandoned and, at Landlord’s election, be deemed the property of Landlord (except for any tangible personal property utilized by Tenant pursuant to easements, leases, or licenses, provided that if such property is not removed by the expiration of the Lease Term, Landlord shall have the right to remove the same at Tenant’s reasonable expense), and Landlord shall have the option to remove and dispose of the same, and Tenant shall pay the reasonable, out-of-pocket costs of such removal to Landlord upon demand. Tenant shall execute an “as is” Xxxx of Sale conveying Tenant’s interest in property that Landlord has elected to assume at the expiration of the Term, and any other reasonable documentation necessary to transfer ownership thereof.

Maintenance, Repair and Replacement. Excluding damage by casualty or condemnation, which are governed elsewhere in this Lease, (a) Tenant, at its sole cost and own expense, shall maintain will maintain, repair and repair in their current conditionreplace, reasonable wear or cause to be maintained, repaired and tear exceptedreplaced, all aspects of the Premises (including the roofPremises, foundationincluding, exterior walls and other without limitation, structural elements) , roof and equipment roof membrane, footings, foundations, walls (interior and systems within the Premises (including generators, lighting, electrical, plumbing, hydraulics, mechanical, heating, ventilating and air conditioningexterior), all driveways, parking areas, landscaping, and other improvements located on the Premisesall building systems (including, without limitation, mechanical, electrical, plumbing, sewer, life-safety and heating, ventilating and air conditioning (“HVAC”) systems) in good condition and repair and appearance consistent with comparable office/warehouse buildings and shall promptly make, or cause to be made, all repairs and replacements of every kind and nature, whether foreseen or unforeseen, which maintenance may be required to be made upon or in connection with any of the Premises in order to keep and maintain the Premises in good repair and appearance and in compliance with Legal Requirements, and Tenant hereby expressly waives the right to make repairs at the expense of Landlord, which right may otherwise be provided for in any law now or hereafter in effect. Tenant shall, in all events, make all repairs for which it is responsible hereunder promptly, and all repairs shall be in a good, proper and workmanlike manner. Landlord shall not be required to make or pay for any repair or to maintain any of the Premises in any way. (b) Tenant shall enforce all builders' and manufacturers' warranties issued for the benefit of the Premises to the extent that the same have been, or are, issued for the benefit of Tenant or for the benefit of Landlord and Landlord hereby grants Tenant a license to enforce such warranties on Landlord's behalf. Landlord agrees to promptly cooperate with Tenant, at Tenant's expense, to the extent necessary or desirable to enforce the provisions of all warranties. (c) Tenant shall complete the replacement of the roof of the Premises to Landlord’s satisfaction no later than October 31, 2018, subject to Unavoidable Delays. To secure Tenant’s reasonable discretionobligation to replace the roof and complete certain other repairs specified in the Repair Escrow Agreement (defined below), on or prior to the Commencement Date, Tenant shall deliver the amount of One Million Seven Hundred Thirty-Five Dollars and 00/100 Dollars ($1,735,000.00) into escrow (the “Roof Escrow”), which Roof Escrow shall be deposited with the Title Company, as escrow agent (“Escrow Agent”), pursuant to a separate escrow agreement by and among Tenant, Landlord, and may include replacement Escrow Agent in the form attached hereto as Exhibit D (the “Repair Escrow Agreement”). (d) All work, including the work performed pursuant to the Repair Escrow Agreement, performed by or on behalf of such equipmentTenant shall comply with the provisions of Section 2.03(a) herein. (e) Tenant shall hire, systemsin its own name, or structural elements and shall pay for a qualified service contractor to periodically inspect, adjust, clean and repair the HVAC, including changing filters, on at least a quarterly basis. Tenant shall promptly, within five (5) Business Days after receipt of the Property if replacement is required in Tenant’s reasonable discretion. During a written request from Landlord, furnish a copy of each HVAC inspection and service report to Landlord during the Term of this Leasethe Lease to the extent such HVAC inspection and service report has not been previously provided to Landlord. (f) Notwithstanding any of the foregoing, after an uncured Event of Default under Section 2.01(a) or (e), Landlord shall have no obligations with respect may elect, in its sole discretion and by delivery of written notice to Tenant, to perform on behalf of Tenant, all or some portion of the repairs, maintenance, restoration and replacement in and to the maintenance or repair Premises required to be performed by Tenant under this Lease (including replacementany such repairs, maintenance, restoration and/or replacement activities that Landlord elects to perform on behalf of Tenant are herein collectively referred to as “General Maintenance Services”). Tenant shall pay to Landlord as Additional Rent within ten (10) days of Landlord’s written invoice and backup documentation therefor, the Premisesreasonable, documented costs of all of such obligations being assumed by TenantGeneral Maintenance Services. Unless and until Landlord affirmatively elects to provide General Maintenance Services, nothing contained herein shall be construed to obligate Landlord to perform any General Maintenance Services or, except as otherwise expressly provided herein. Landlord may make , to repair, maintain, restore or replace any repairs to the Premises upon thirty (30) days advance written notice to Tenant (or such shorter period of time if Landlord reasonably determines the failure to immediately repair will result in material long-term damage to the Premises (or any part thereof), or would cause injury or harm to human health, in Landlord’s reasonable judgment), so long as Landlord uses commercially reasonable efforts to minimize interference with Tenant’s business operations in exercising its rights hereunder. In the event that Landlord is required to make any repairs to the Premises to correct a condition or state of facts which if not corrected would result in long- term material damage to the Premises (or any material part thereof), or would cause injury or harm to human health, in Landlord’s reasonable judgment and Tenant fails to commence and diligently pursue such repair within ten (10) days of receipt of notice thereof (or with respect to an emergency condition, within five (5) days of receipt of notice thereof), Tenant shall reimburse Landlord for all of Landlord’s out-of-pocket costs in making such repair within ten (10) days following Landlord’s invoice therefor. Landlord shall indemnify and hold harmless Tenant for any actual, out-of-pocket costs, expenses or losses which Tenant incurs due to Landlord’s, its agents or contractors’ negligence or willful misconduct in connection with any repairs done by Landlord or on behalf of Landlord at the Premises. Notwithstanding anything to the contrary, at the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord in the then-existing condition of the Premises. Tenant and Landlord shall schedule a walk-through inspection of the Premises at least thirty (30) days in advance of the expiration date portion of the Premises. Landlord shall have may from time to time, in its sole discretion, (x) reduce or expand the right to identify which furniture and any other tangible personal property on the Premises that Landlord requires Tenant to remove at the time Tenant vacates the Premises (provided, that, Landlord agrees that Tenant shall in no event be obligated to remove, nor incur any costs or expenses related to removal or disposal of, any shelving, sorting and/or conveyer system(s) located at or in any scope of the Properties, either prior to or after expiration of the Term, and Landlord shall be entitled to any salvage value attributable to such shelving, sorting and/or conveyer system(s)). In the event that Tenant fails to remove such identified property by the expiration or termination of this Lease, then such property shall be considered abandoned and, at Landlord’s election, be deemed the property of Landlord (except for any tangible personal property utilized by Tenant pursuant to easements, leases, or licenses, provided that if such property is not removed by the expiration of the Lease Term, Landlord shall have the right to remove the same at Tenant’s reasonable expense), and Landlord shall have the option to remove and dispose of the same, and Tenant shall pay the reasonable, out-of-pocket costs of such removal to Landlord upon demand. Tenant shall execute an “as is” Xxxx of Sale conveying Tenant’s interest in property General Maintenance Services that Landlord has elected to assume at the expiration provide or (y) revoke its election to provide any or all of the TermGeneral Maintenance Services, and any other reasonable documentation necessary in either event, upon delivery of not less than thirty (30) days’ prior written notice (or immediately if an emergency) to transfer ownership thereof.Tenant. Section 2.02

Maintenance, Repair and Replacement. Excluding damage Until Final Acceptance of the Improvements by casualty a Certificate of Completion reviewed and approved by the Public Works Director as set forth in Section 10 of this Agreement, Developer agrees that (a) the Maintenance Guarantee shall not be released; and (b) the Developer shall bear all risks and liability related to any loss, damage, or condemnation, which are governed elsewhere in this Lease, Tenant, at its sole cost claims due to defects or failures of any of the Improvements; and expense, (c) the Developer shall maintain and repair in their current condition, reasonable wear and tear excepted, the Premises (including the roof, foundation, exterior walls and other structural elements) and equipment and systems within the Premises (including generators, lighting, electrical, plumbing, hydraulics, mechanical, heating, ventilating and air conditioning), perform all driveways, parking areas, landscaping, and other improvements located on the Premises, which maintenance and repair shall be make all repairs and replacements of all defects or failure of Improvements at Developer’s expense which, in Tenant’s the reasonable discretion, and may include replacement of such equipment, systems, or structural elements opinion of the Property if replacement is required in Tenant’s reasonable discretionPublic Works Director, may be necessary. During the Term of this LeaseIf, Landlord shall have no obligations with respect to the maintenance or repair (including replacement) of the Premises, all of such obligations being assumed by Tenant, except as otherwise expressly provided herein. Landlord may make any repairs to the Premises upon within thirty (30) days advance after the Developer’s receipt of written notice from a City Official requesting such reasonably required maintenance, repairs, and/or replacements of the Improvements, the Developer shall not have undertaken with due diligence to make same, the City, after providing written notice to Tenant Developer, may make such maintenance, repairs, and/or replacements at the Developer’s expense. The City shall be entitled to draw upon the Maintenance Guarantee, either before undertaking to make such repairs or at any time thereafter, or the City may charge the Developer for the costs thereof if such charges are not paid by the Maintenance Guarantee. In case of emergency (an “emergency” being a circumstance presenting an imminent threat of harm to persons or such shorter period of time if Landlord reasonably determines property upon the failure Property, which harm would be exacerbated by providing written notice to immediately repair will result in material long-term damage to the Premises (or any part thereofDeveloper as otherwise required herein), such written notice shall be waived and the City may proceed as it reasonably deems necessary, at the expense of the Developer or would cause injury or harm to human health, in Landlord’s reasonable judgment), so long as Landlord uses commercially reasonable efforts to minimize interference with Tenant’s business operations in exercising its rights hereunderthe issuers of the Maintenance Guarantee. In the event that Landlord is required Developer elects to make subject any repairs subsequent Phase of development to the Premises this Agreement pursuant to correct a condition or state of facts which if not corrected would result in long- term material damage to the Premises Exhibit “F” (or any material part thereofPhasing Plan), or would cause injury or harm to human health, in Landlord’s reasonable judgment and Tenant fails to commence and diligently pursue such repair within ten (10) days of receipt of notice thereof (or with respect to an emergency condition, within five (5) days of receipt of notice thereof), Tenant shall reimburse Landlord for all of Landlord’s out-of-pocket costs in making such repair within ten (10) days following Landlord’s invoice therefor. Landlord shall indemnify and hold harmless Tenant for any actual, out-of-pocket costs, expenses or losses which Tenant incurs due to Landlord’s, its agents or contractors’ negligence or willful misconduct in connection with any repairs done by Landlord or on behalf of Landlord at the Premises. Notwithstanding anything to the contrary, at the expiration or earlier termination provisions of this Lease, Tenant Section 9 shall surrender the Premises to Landlord in the then-existing condition of the Premises. Tenant and Landlord shall schedule a walk-through inspection of the Premises at least thirty (30) days in advance of the expiration date of the Premises. Landlord shall have the right to identify which furniture and any other tangible personal property on the Premises that Landlord requires Tenant to remove at the time Tenant vacates the Premises (provided, that, Landlord agrees that Tenant shall in no event be obligated to remove, nor incur any costs or expenses related to removal or disposal of, any shelving, sorting and/or conveyer system(s) located at or in any of the Properties, either prior to or after expiration of the Term, and Landlord shall be entitled to any salvage value attributable apply to such shelving, sorting and/or conveyer system(s)). In the event that Tenant fails to remove such identified property by the expiration Phase or termination of this Lease, then such property shall be considered abandoned and, at Landlord’s election, be deemed the property of Landlord (except for any tangible personal property utilized by Tenant pursuant to easements, leases, or licenses, provided that if such property is not removed by the expiration of the Lease Term, Landlord shall have the right to remove the same at Tenant’s reasonable expense), and Landlord shall have the option to remove and dispose of the same, and Tenant shall pay the reasonable, out-of-pocket costs of such removal to Landlord upon demand. Tenant shall execute an “as is” Xxxx of Sale conveying Tenant’s interest in property that Landlord has elected to assume at the expiration of the Term, and any other reasonable documentation necessary to transfer ownership thereofPhases.

Maintenance, Repair and Replacement. Excluding damage by casualty or condemnation, which are governed elsewhere in this Lease, Tenant, at its sole cost and expense, shall maintain and repair in their current condition, reasonable wear and tear excepted, the Premises (including the roof, foundation, exterior walls and other structural elements) and equipment and systems within the Premises (including generators, lighting, electrical, plumbing, hydraulics, mechanical, heating, ventilating and air conditioning), all driveways, parking areas, landscaping, and other improvements located on the Premises, which maintenance and repair shall be in Tenant’s reasonable discretion, and may include replacement of such equipment, systems, or structural elements of the Property if replacement is required in Tenant’s reasonable discretion. During the Term of this Lease, Landlord shall have no obligations with respect to the maintenance or repair (including replacement) of the Premises, all of such obligations being assumed by Tenant, except as otherwise expressly provided herein. Landlord may make any repairs to the Premises upon thirty (30) days advance written notice to Tenant (or such shorter period of time if Landlord reasonably determines the failure to immediately repair will result in material long-term damage to the Premises (or any part thereof), or would cause injury or harm to human health, in Landlord’s reasonable judgment), so long as Landlord uses commercially reasonable efforts to minimize interference with Tenant’s business operations in exercising its rights hereunder. In the event that Landlord is required to make any repairs to the Premises to correct a condition or state of facts which if not corrected would result in long- long-term material damage to the Premises (or any material part thereof), or would cause injury or harm to human health, in Landlord’s reasonable judgment and Tenant fails to commence and diligently pursue such repair within ten (10) days of receipt of notice thereof (or with respect to an emergency condition, within five (5) days of receipt of notice thereof), Tenant shall reimburse Landlord for all of Landlord’s out-of-pocket costs in making such repair within ten (10) days following Landlord’s invoice therefor. Landlord shall indemnify and hold harmless Tenant for any actual, out-of-pocket costs, expenses or losses which Tenant incurs due to Landlord’s, its agents or contractors’ negligence or willful misconduct in connection with any repairs done by Landlord or on behalf of Landlord at the Premises. Notwithstanding anything to the contrary, at the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord in the then-existing condition of the Premises. Tenant and Landlord shall schedule a walk-through inspection of the Premises at least thirty (30) days in advance of the expiration date of the Premises. Landlord shall have the right to identify which furniture and any other tangible personal property on the Premises that Landlord requires Tenant to remove at the time Tenant vacates the Premises (provided, that, Landlord agrees that Tenant shall in no event be obligated to remove, nor incur any costs or expenses related to removal or disposal of, any shelving, sorting and/or conveyer system(s) located at or in any of the Properties, either prior to or after expiration of the Term, and Landlord shall be entitled to any salvage value attributable to such shelving, sorting and/or conveyer system(s)). In the event that Tenant fails to remove such identified property by the expiration or termination of this Lease, then such property shall be considered abandoned and, at Landlord’s election, be deemed the property of Landlord (except for any tangible personal property utilized by Tenant pursuant to easements, leases, or licenses, provided that if such property is not removed by the expiration of the Lease Term, Landlord shall have the right to remove the same at Tenant’s reasonable expense), and Landlord shall have the option to remove and dispose of the same, and Tenant shall pay the reasonable, out-of-pocket costs of such removal to Landlord upon demand. Tenant shall execute an “as is” Xxxx of Sale conveying Tenant’s interest in property that Landlord has elected to assume at the expiration of the Term, and any other reasonable documentation necessary to transfer ownership thereof.