Repairs by Tenant Subject to Landlord's provision of janitorial ----------------- services in accordance with Section 20 hereof, Tenant shall keep the Premises in a neat and clean condition. Tenant shall further, at its own cost and expense, repair or restore any damage or injury to all or any part of the Building or any other part of the Project caused by Tenant or Tenant's agents, employees, invitees, licensees or contractors, including but not limited to any repairs or replacements necessitated by (i) the construction or installation of improvements to the Premises by or on behalf of Tenant, and (ii) the moving of any property into or out of the Premises. If Tenant fails to make such repairs or replacements promptly, Landlord may, at its option and following five (5) business days prior written notice to Tenant, make the repairs and replacements and the reasonable and actual costs of such repair or replacements shall be charged to Tenant as Additional Rent and shall become due and payable by Tenant with the monthly installment of Base Rent next due hereunder.
Alterations by Tenant Tenant shall not make any alterations, renovations, improvements or other installations (collectively “Alterations”) in, on or to any part of the Premises (including, without limitation, any alterations of the front, signs, structural alterations, or any cutting or drilling into any part of the Premises or any securing of any fixture, apparatus, or equipment of any kind to any part of the Premises) unless and until Tenant shall have caused plans and specifications therefore to have been prepared, at Tenant’s expense, by an architect or other duly qualified person and shall have obtained Landlord’s approval thereof. Tenant shall submit to Landlord detailed drawings and plans of the proposed Alterations at the time Landlord’s approval is sought. If such approval is granted, Tenant shall cause the work described in such plans and specifications to be performed, at its expense, promptly, efficiently, competently and in a good and workmanlike manner by duly qualified and licensed persons or entities approved by Landlord, using first grade materials. All such work shall comply with all applicable codes, rules, regulations and ordinances. The Tenant shall at all times maintain fire insurance with extended coverage in an amount adequate to cover the cost of replacement of all alterations, decorations, additions or improvements to the Premises by Tenant in the event of fire or extended coverage loss. Tenant shall deliver to the Landlord certificates of such fire insurance policies, which shall contain a clause requiring the insurer to give the Landlord ten (10) days notice of cancellation of such policies.
Sale of Premises by Landlord In the event of any sale of the Building, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out any and all of the covenants and obligations of the Landlord under this Lease.
Subleased Premises Sublandlord hereby subleases to Subtenant, on the terms and conditions set forth in this Sublease, the Subleased Premises. Sublandlord shall deliver the Subleased Premises to Subtenant on the Sublease Commencement Date with all building systems serving the Premises in good working condition, broom clean, but otherwise in such "AS IS, WHERE IS" condition as exists as of the date of this Sublease, free of all occupants other than Subtenant. Subtenant acknowledges that Sublandlord has made no other representations or warranties concerning the Subleased Premises or the Building or their fitness for Subtenant's purposes, except as expressly set forth in this Sublease. The taking of possession of the Subleased Premises shall be deemed Subtenant's acknowledgement that the same have been delivered in a good and tenantable condition. Sublandlord agrees that Subtenant shall have access to the Sublease Premises prior to the Sublease Commencement Date, beginning at 5 p.m. on January 29, 2002 to and including March 31, 2002, to make Subtenant Improvements, including telephone and cable work. Sublandlord represents that all improvements, additions, alterations and other work done by it to the Sublease Premises was done with the Master Landlord's consent and with all necessary permits and approvals.
Construction of Tenant Improvements by Tenants Agents Construction Contract; Cost Budget. Prior to Tenant's execution of ---------------------------------- the construction contract and general conditions with Contractor (the "Contract"), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred, or which have been incurred, as set forth more particularly in Sections 126.96.36.199 through ---------------- 188.8.131.52 above, in connection with the design and construction of the Tenant ------- Improvements to be performed by or at the direction of Tenant or the Contractor (which costs form a basis for the amount of the Contract, if any (the "Final Costs"). Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with a completion bond in an amount equal to the Final Costs to ensure Landlord of the completion of the Tenant Improvements.
Repair of Damage to Premises by Landlord Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty. If the Premises or any Common Areas serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Article 11, restore the Base Building and such Common Areas. Such restoration shall be to substantially the same condition of the Base Building and the Common Areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building or Project or any other modifications to the Common Areas deemed desirable by Landlord, which are consistent with the character of the Project and which are reasonably approved by Tenant, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Upon the occurrence of any damage to the Premises, upon notice (the "Landlord Repair Notice") to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under Section 10.3 of this Lease, and Landlord shall repair any injury or damage to the Improvements and any Alterations installed in the Premises and shall return such Improvements and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repair of the damage. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord, Tenant shall, at its sole cost and expense, repair any injury or damage to the Improvements and Alterations installed in the Premises and shall return such Improvements and Original Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord's review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work subject to Tenant's reasonable approval. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or Common Areas necessary to Tenant's occupancy, and the Premises are not occupied by Tenant as a result thereof, then during the time and to the extent the Premises are unfit for occupancy, the Rent shall be abated in proportion to the ratio that the amount of rentable square feet of the Premises which is unfit for occupancy for the purposes permitted under this Lease bears to the total rentable square feet of the Premises. In the event that Landlord shall not deliver the Landlord Repair Notice, Tenant's right to rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Premises assuming Tenant used reasonable due diligence in connection therewith.
Maintenance by Tenant Tenant shall, at its sole expense, keep the Premises in a safe, sightly, and serviceable condition and free from any infestation by insects, rodents, or other pests, and except as specifically otherwise provided, make all needed maintenance including maintaining standard service contracts for (i) the heating, ventilating and air conditioning systems serving the Premises: (ii) the exterior and interior portion of all doors, windows, window frames, plate glass, door closures and door frames; (iii) all plumbing and sewage facilities within the Premises, including free flow up to the connection to the main sewer line; (iv) all sprinkler systems serving the Premises; (vii) all interior walls, floors, and ceilings; (viii) any of Tenant's Work and repairs related to Tenants alterations; and (x) all necessary repairs and replacements of Tenant's trade fixtures required for the proper conduct and operation of Tenant's business. If at any time and from time to time during the Term, and any extensions and renewals thereof, Tenant shall fail to make any maintenance, repairs, or replacements in and to the Premises as required in this lease, Landlord shall have the right, but not the obligation, to enter the Premises and to make such maintenance, repairs and replacements for and on behalf of Tenant and all sums expended by Landlord for such maintenance, repairs, and replacements shall be deemed to be additional rent hereunder and shall be payable to Landlord upon demand. At the termination of this lease, Tenant shall surrender the Premises in good condition, reasonable wear and tear and loss by fire or other casualty alone excepted.
Sublease Premises On and subject to the terms and conditions below, Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, the Sublease Premises.
Removal of Tenant Property by Tenant Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal.
Landlord Improvements Landlord shall, at its sole cost and expense, construct the Premises according to and to the extent provided in the plans and specifications attached hereto as EXHIBITS B AND C and designated as "Landlord's Work". Landlord's Work shall be completed in a good and workmanlike manner using new materials of good quality and in compliance with Applicable Laws. Landlord hereby guarantees all improvements for a period of one (1) year. General outline building plans for the Building conforming to or consistent with the plans and specifications for Landlord's Work, and including outline floor plans, and outline structural, mechanical and electrical plans, shall be submitted to Tenant for its review within ten (10) business days of the final signing of this Lease by Landlord and Tenant. Tenant shall have ten (10) business days from the receipt thereof to review such outline plans and specifications. Failure to make written objections thereto within said ten (10) day period shall be deemed to constitute Tenant's approval thereof. If any such objections are made by Tenant within said period, Landlord and Tenant will attempt, in good faith, to make such changes therein to accommodate Tenant's needs. Final detailed construction plans and specifications of Landlord's Work for the Building shall be submitted to Tenant for Tenant's approval within twenty (20) business days after the final signing of this Lease by Landlord and Tenant. The detailed plans and specifications of Landlord's Work for the Building shall conform with said general outline plans and specifications reviewed and approved by Tenant and with the specifications attached hereto. Any material changes or modifications in such plans or specifications shall require Tenant's review and approval. In the event of such material changes or modifications, Tenant shall have ten (10) business days from the receipt of such changes and modifications to review and comment on the same. Failure to comment within said period, in writing, shall be deemed to constitute Tenant's approval thereof. Tenant agrees that it will not withhold its approval, except for just and reasonable cause, and will not act in an arbitrary or capricious manner with respect to the approval of said final plans and specifications. When said final plans and specifications have been approved by Landlord and Tenant by affixing thereon the signature of an authorized officer or employee of each of the respective parties, a description of said final plans and specifications shall be attached to each party's copy of this Lease, in place of and in lieu of the specifications attached to this Lease at the time of its execution and Landlord shall construct and complete the Building in accordance with said final plans and specifications and applicable laws. Any changes or modifications to the approved plans and specifications shall be made and accepted by written change orders or agreement signed by Landlord and Tenant and shall constitute an amendment to this Lease. In the event Landlord and Tenant are unable to agree upon and approve said final plans and specifications on or before the date which is forty (40) business days after the date of this Lease, either Landlord or Tenant shall have the right to terminate this Lease by giving written notice of such termination to the other party hereto. Tenant shall have the privilege of entering the Building approximately thirty (30) days prior to the substantial completion thereof (except that Tenant may enter the Building prior to that time, with the prior consent of Landlord, for the purpose of planning only) for the purpose of installing fixtures and other equipment, provided that such entry or work does not unreasonably interfere with the completion of the work to be done by Landlord. Landlord agrees to give Tenant notice of the anticipated date of substantial completion of the Building approximately one (1) month prior to such substantial completion. In the event Tenant requests, in writing, a change in any of the final approved plans and specifications, Tenant agrees to pay Landlord upon completion of such work, the costs, if any, incurred by Landlord as a result of implementing such change request. Any request which would result in any material delay or material increase in cost shall be subject to Landlord's approval, which approval may specifically be conditioned upon additional compensation for delay, the extension of the commencement date of the term and/or the payment in cash for such added costs. Landlord shall determine (or provide its best estimate of) the cost of such change order prior to implementing such change. Any such change order which results in a material increase in costs shall be acknowledged by Tenant in writing and if the costs have been determined, then the increase shall be agreed upon in writing. If Landlord has estimated the cost of such change and such change will exceed Landlord's estimate, Landlord will obtain Tenant's prior authorization before proceeding further with such change. An itemization, with reasonable detail, of any change order resulting in an increase in costs of $100.00 or more, shall be supplied to Tenant, which itemization shall include the general contractor's administrative costs, overhead and profit (not to exceed five percent (5%) of the total change order cost) as a separate line item. Said costs shall be increased to include construction interest incurred on such costs and/or incurred as a result of any delay to commencement of the term. Tenant shall also be responsible for the costs, if any, charged to Landlord by third parties in processing any such request, which shall include, but shall not be limited to, outside consultant fees, design professional fees and Landlord's construction manager's overhead and profit (which shall be five percent (5%) of the total change order cost). Landlord's Work as shown on the final plans shall be deemed "substantially completed" for all purposes under this Lease when: i) they are accessible and in a condition which would enable them to be fully usable by Tenant for its normal business operations, and ii) Landlord delivers to Tenant the city certificate of occupancy or other evidence of Tenant's right to occupy and use the Premises, including, without limitation, a temporary certificate of occupancy. By occupying the Premises as a tenant, Tenant shall have conclusively deemed to have accepted the same and to have acknowledged that said Premises are in the condition required by this Lease, except for latent defects and those punch list matters which Tenant shall have notified Landlord of, in writing, within forty-five (45) days of such occupancy. Landlord agrees to cause to be completed or corrected as soon as reasonably possible all such latent defects and punch list matters, if within the scope of the final plans. Notwithstanding the foregoing, if Landlord's Work as shown on the final plans has been substantially completed, except for exterior matters which cannot be completed due to weather conditions and interior punch list items, then said Landlord's Work shall nonetheless be deemed substantially completed for purposes of this Lease, provided occupancy evidence has been delivered , and in such case, Landlord shall complete such uncompleted exterior matters as soon as reasonably possible once weather conditions so permit. Landlord warrants to Tenant that Landlord's Work shall be constructed: i) in accordance with the final plans, ii) in a workmanlike and skillful manner, iii) free from all faults and defects in workmanship, material, design and title, and iv) in compliance with all applicable laws, ordinances and regulations of governmental authorities having jurisdiction over the Premises. Landlord's obligations pursuant to this Article shall be limited to causing Landlord's Work, at its sole cost and expense, to conform to the foregoing representations and warranties; provided, however, that Tenant shall have first given timely written notice of such noncompliance to Landlord, and in any event, such notice shall be on or before ten (10) days prior to the first anniversary date of the issuance of the city certificate of occupancy. Landlord makes no other warranties or representations, either express or implied, nor any warranties of habitability or for a particular purpose, with respect to the Premises, it being understood that Tenant has approved the plans prior to construction of Landlord's Work. Landlord shall assign to Tenant all manufacturer's warranties and other warranties, if any, which it receives from third parties in connection with Landlord's Work at such time during the lease term, if necessary, for Tenant's maintenance obligations under Article 5 or other obligations under this Lease. However, Landlord shall continue to have the license and right to enforce such warranties, if necessary, in connection with the representations or warranties by Landlord to Tenant under this Section or Landlord's maintenance obligations under Article 5.