Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined)
Appears in 2 contracts
Samples: Attornment Agreement (Unisphere Networks Inc), Attornment Agreement (Unisphere Solutions Inc)
Initial Construction. Attached hereto are plans showing proposed modifications to Premises. Within 20 days of execution of the Lease, Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and will prepare construction drawings and specificationsspecifications for such modifications containing such details as dimensions, such drawings partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to include a detail schedule of core base Building finish items such asTenant. Space planning, but not limited toconstruction drawings, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") specifications shall be prepared provided by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, 2000which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Gutixxxxx Xxxpany as insureds. Upon receiptIn addition, in Tenant's construction contract, Tenant shall have seven (7) business days insure that the contract holds Landlord and The Gutixxxxx Xxxpany harmless, and that Landlord and The Gutixxxxx Xxxpany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to comment obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's Plansmortgagee to insure that such lien will be paid in full while contesting such lien. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If permit Tenant and Tenant's Architect (contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part of the Building, except such items as hereinafter defined)by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.
Appears in 2 contracts
Samples: Attornment Agreement (Aspect Medical Systems Inc), Attornment Agreement (Aspect Medical Systems Inc)
Initial Construction. Tenant shall on or before Tenant's Design Completion Date, provide to Landlord shall fully construct for approval a plan of the base Building Premises "marked" to show the appropriate fit-up work to be performed by Landlord in accordance with the preliminary base building plansattached "Exhibit C" hereto. Tenant's interior furnishings, includingi.e., without limitationspecification, floor planscoordination, elevations supply and site plan(s) (collectivelyinstallation of furniture, furnishings, computer equipment, telephones and movable equipment will be the responsibility of Tenant. All of Tenant's construction, installation of furnishings, and later changes or additions shall be coordinated with any work being performed by Landlord in such a manner as to maintain harmonious labor relations and not damage the Building or Lot or interfere with Building operations. Except for installation of furnishings, including carpets, the "PBBP") installation of telephone systems, and Base Building Outline Specifications attached hereto as Exhibits B-1 computer network, which must be performed by Tenant's telephone contractor at Tenant's direction and B-2, respectively expense (all of telephone equipment, including the telephone interface, shall be installed within tenant's area), all such work being collectively referred to as the "shall be performed by Landlord's Work"). In general contractor and Tenant shall pay therefor an amount equal to the event cost of differences between any changes requested by Tenant from the PBBP or specifications in Exhibit C, including the Landlordcost to Landlord of the general contractor's Plans (as hereinafter defined) overhead and the Base Building Outline Specificationsprofit, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") which amount shall be prepared by Landlorddue and payable as additional rent, at its sole cost and expenseon the Commencement Date. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days the right to comment upon install a wall in the lab area, as long as Landlord approves the plan, which approval shall not be unreasonably withheld, and Tenant obtains all necessary permits for such work. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the Premises to normal offic use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's Plansservices called for by Section 5.1, unless Tenant first gives assurances acceptable to landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord and will also disapprove any alterations or additions requested by Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions which will delay completion of the Landlord's Plans that are in acceptable form Premises or the Building. All changes and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) additions shall be extended for a number part of days equal to the number Building, except such items as by writing at the time of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and approval the parties agree either shall be calculated removed by determining the actual number Tenant on termination of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such this Lease, or shall be removed or left at Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined)election.
Appears in 1 contract
Samples: Apertus Technologies Inc
Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlordshall, at its sole cost and expense, cause certain leasehold improvements to be substantially completed in the Premises in accordance with the final approved plans and specifications prepared by Landlord’s architect and approved by Tenant as hereinafter provided, which preliminary plans and specifications are attached hereto as Exhibit “C” and made a part hereof (the “Tenant’s Work”; the Tenant’s Work shall be referred herein at times as the “Landlord’s Work”) prior to the Scheduled Term Commencement Date set forth in Section 1.1 hereof. Landlord and Tenant agree to All of the work together with shall be performed by Landlord's architect’s general contractor, Symmes Maini and McKex XxxociatesXxxxxxxxx Construction Co., Inc. (“GCCI”) utilizing its standard building materials and finishes for the Building, which are consistent with industry standard for a Class A building, except as otherwise may be provided in order to achieve a design that meets Exhibit “C” and the standard set forth belowapproved Tenant Plans. FurthermoreIn connection therewith, Landlord agrees to use good faith provide all space planning and diligent efforts design services (including all plans, affidavits and other documentation necessary to obtain a building permit and occupancy permit) at no additional cost to Tenant. Landlord shall, at Landlord’s sole cost and expense, prepare and deliver the Landlord's Plans to Tenant on or before May 1final architectural plans and associated specifications (excluding mechanical, 2000electrical and plumbing) for the Tenant’s Work incorporating said preliminary plans and specifications attached hereto at Exhibit “C” (collectively, the “Tenant’s Plans”) for the planned improvements of the Premises (specifically including Phases 1 and 2) by July 30, 2010, provided Tenant furnishes to Landlord no later than June 15, 2010 all Tenant fit-out requirements for construction of the improvements in the Premises to the extent requested by Landlord. Landlord shall permit Tenant to review and provide input during the preparation of Tenant’s Plans and shall provide Tenant with preliminary plans and specifications as they are made available to Landlord by its architect. Upon receipt, Tenant shall have seven ten (710) business days to comment upon the Landlord's PlansTenant’s Plans and shall be deemed approved in the event that Tenant fails to respond within such ten (10) day period. Landlord and Tenant shall use reasonable good faith, diligent efforts to reach agreement agree on the Landlord's Tenant’s Plans as soon thereafter as possiblein a timely manner. In reaching such agreement, Landlord and Tenant shall each approve portions of the Landlord's Tenant’s Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In connection with Tenant’s review of the Tenant’s Plans, or if Tenant fails to deliver comments to the Tenant’s Plans (or any modifications thereto), Landlord may require by prompt written notice to Tenant an adjustment in the Scheduled Term Commencement Date (such adjustment to be determined by Landlord in its reasonable judgment). Landlord’s notice to Tenant shall include reasonable detail describing the cause of the adjustment and the resulting extension of time caused by Tenant’s delay (a “Tenant Plan Delay Day(s)”). Any such extension in time, whether mutually agreed to by Landlord and Tenant or determined by their respective architects in the event of dispute pursuant to Section 3.5, shall result in Tenant’s Plan Delay Days as hereinbefore determined. In addition, Landlord will not approve Tenant’s Plans (or changes to Tenant’s Plans) which involve any construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such readaptation shall be made prior to such termination without expense to Landlord's . All revisions and modifications to the Tenant’s Plans conform shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant’s Plans shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof. Landlord and Tenant hereby further agree to acknowledge in writing when final approval by Landlord and Tenant of Tenant’s Plans has occurred. No changes or modifications to Tenant’s Plans being constructed by Landlord pursuant thereto shall be made without Tenant’s consent, such consent not to be unreasonably withheld or delayed by Tenant. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the PBBPTenant may request changes to Tenant’s Work by altering, adding to, or deducting from Tenant’s Work as set forth in the agreed form of Tenant’s Plans (each such requested change shall be submitted pursuant to the form of Change Order attached hereto as Exhibit “L” and shall be referred to herein as a “Change Order”). A Change Order requested by Tenant in Tenant’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Alteration Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Tenant’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Scheduled Term Commencement Date. Tenant shall have three (3) business days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within such three (3) business days shall be deemed a rejection of the Change Order. In addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the cost of any such changes in the Tenant’s Work initiated by Tenant. Tenant shall pay to Landlord an amount equal to the actual Cost of Change Order(s), less credits for any Tenant’s Work deleted, but Tenant does not approve including a contractor’s fee of six percent (6%) of the Landlord's Plans aggregate costs, within seven fourteen (714) business days of receipt thereof from of Landlord’s invoice therefor. In the event that Tenant approves a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Scheduled Term Commencement Date, then the Outside Delivery Date Tenant shall be deemed to have agreed that it will pay Fixed Rent (as hereinafter definedprovided in Section 4.1) shall be extended and additional rent hereunder for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and its architect that architect, and agreed to by Tenant and Tenant’s architect, by which the Scheduled Term Commencement Date was would be delayed by such Tenant's failure alterations or additions, giving due consideration to approve the Landlord's Plans within the required seven (7) business days’s obligation to use diligent efforts to accelerate construction to make up for lost time due to delays. Landlord agrees to provide Tenant with written notice of such determinationdetermination at the time it submits the Change Order to Tenant for approval, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Alteration Delay Days as certified by Landlord and its architect. If Should Tenant disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.5 hereof. All Tenant improvements, changes and additions comprising the Tenant’s Work shall be part of the Premises and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment and personal property, all of which fixtures, equipment, furniture and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term; and such other items shall be removed or left as the Landlord and Tenant agree in writing at the time of Landlord’s approval of the Tenant's Architect (’s Plans as hereinafter definedprovided. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph and Section 6.1.2 hereof, subject to Section 10.13. Tenant (including its contractors, agents or employees) shall have access to the Premises, four (4) weeks prior to the Scheduled Term Commencement Date applicable to each Phase of the Premises so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be done or fixtures or equipment installed by Tenant in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises or the Building. Except that, to the extent that more efficient and coordinated construction can be achieved, the Tenant’s security and telephone/data contractors will be allowed earlier access (earlier than the “4 weeks prior” referenced above), provided all other conditions above are met. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. In connection with the initial construction and delivery of the Premises to Tenant, Landlord agrees to provide Tenant with an allowance of up to $47,319.00 to be used in accordance with Exhibit “I”.
Appears in 1 contract
Samples: Lease (Demandware Inc)
Initial Construction. Within thirty (30) days following the date of Lease execution, Tenant's architect shall prepare and submit to Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) a concept plan (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Preliminary Plans") shall be prepared for the modifications proposed by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver exterior of the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement existing building on the LandlordPremises ("Tenant's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant Building") which shall each approve portions of the Landlord's Plans that are conform in acceptable form and shall note their respective objections all material respects to the portions that are unacceptable to each applicable law, rules, regulations and restrictions of them so as to enable Landlord to continue construction and order materials in a timely mannerrecord. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven Within two (72) business days of receipt thereof from of the Preliminary Plans, Landlord shall deliver to Tenant its written comments on the Preliminary Plans. The Preliminary Plans shall be revised by Tenant's architect to incorporate Landlord's reasonable comments within ten (10) days of delivery of such comments to Tenant. The revised Preliminary Plans shall again be submitted to Landlord, then and Landlord and Tenant shall continue the Outside Delivery Date (review and approval process as hereinafter defined) hereinabove provided; provided, however, the response time by each party shall be extended for a number of shortened to five (5) days equal to until the number Preliminary Plans have been finally approved by the Landlord, thereupon the Preliminary Plans shall be the "Plans." Once approved by the Landlord, the Plans shall not be materially changed without the prior written approval of Tenant Plan Delay Days, as such term is hereinafter definedand Landlord. The number Within sixty (60) days of Tenant Plan Delay Days are defined as and shall be calculated by determining approval of the actual number of days as certified Plans by Landlord and its architect that Tenant and receipt by Tenant of all permits and approvals required therefor, Tenant shall commence the Term Commencement Date was delayed by such work described on the Plans ("Tenant's failure Work") and shall thereafter prosecute Tenant's Work with due diligence and without interruption to approve completion. Tenant shall endeavor to open to the Landlord's Plans public as a financial institution for at least one full business day, fully staffed and fixtured, within the required seven one hundred twenty (7120) business days. Landlord agrees to provide Tenant with written notice days of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant delivery and Tenant's Architect receipt of all necessary permits (which Tenant shall be obligated to use its best efforts to procure so as hereinafter definedto permit construction to commence as soon as possible following delivery of the building pad to Tenant), subject to force majeure and receipt of a certificate of occupancy.
Appears in 1 contract
Samples: Lease (Carolina National Corp)
Initial Construction. All of Tenant’s initial interior improvements, fixtures, finishes, furnishings, furniture, telephones, movable equipment, base building improvements to the Building, and signs visible from the exterior of the Building (collectively, “Tenant’s Work”) shall be performed at the sole cost and expense of Tenant, provided however, that, subject to Section 3.2.1 hereof, Landlord shall fully construct advance up to the amount of the Tenant Allowance. Tenant shall be responsible for all costs of Tenant’s Work in excess of the Tenant Allowance. Tenant may use the Tenant Allowance for (a) construction, (b) project management by Landlord (as described below), (c) space planning, architect, engineering and other related services (which costs shall not exceed fifteen percent (15%) of all hard and soft costs of performing Tenant’s Work) and (d) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits or for inspections of Tenant’s Work. In no event shall the Tenant Allowance be used for (w) the purchase of any furniture, personal property or other non-building system equipment, (x) the cost of work that is not authorized by the plans described in Exhibit B (which plans shall be subject to Landlord’s reasonable approval) or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under this Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Tenant’s Representative shall serve as construction manager for Tenant’s Work. Tenant’s performance of Tenant’s Work shall be performed so as not to damage the Building or Lot or interfere with Building or Lot operations. Landlord shall provide Tenant and Tenant’s Contractor (as defined below) with reasonable access to the Building in order to complete the base Building building improvements portion of Tenant’s Work. All work described in Tenant’s Work shall be performed by a contractor selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld (“Tenant’s Contractor”). The performance of Tenant’s Work in accordance with this Lease shall not be deemed to be a violation of the preliminary base building plansPermitted Use of the Premises. Except as set forth in Sections 3.3 and 5.1.10 hereof and Exhibit E hereto, including, without limitation, floor plans, elevations all Tenant’s Work shall become a part of the Premises or Building and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all upon termination of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") this Lease shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree considered to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets be the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions property of the Landlord's Plans that are in acceptable form and . Tenant shall note their respective objections provide a draft of Exhibit E to Landlord on or prior to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBPRent Commencement Date, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) which Exhibit E shall be extended for a number subject to Landlord’s reasonable approval. Any unused portion of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and Allowance shall be calculated by determining the actual number used to reduce Tenant’s monthly obligation of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined)Annual Fixed Rent.
Appears in 1 contract
Samples: BioMed Realty Trust Inc
Initial Construction. Sublessor shall perform or cause Landlord to perform the Sublease Improvement as described in the Work Letter Agreement attached hereto as EXHIBIT E (which Work Letter is hereby incorporated herein and made a part hereof). Sublessor shall fully construct provide Sublessee with (A) a tenant allowance for the base Building Original Sublease Premises in the amount equal to the number of rentable square feet in the Original Sublease Premises times $70.00, which equals $524,440.00 (the "Tenant Allowance for Original Sublease Premises") and (B) a tenant allowance for the Additional Sublease Premises in the amount equal to the number of rentable square feet in the Additional Sublease Premises times $50.00, which equals $213,900.00 (the "Tenant Allowance for the Additional Sublease Premises"). The Tenant Allowance for the Original Sublease Premises and the Tenant Allowance for the Additional Sublease Premises shall be referred to collectively as the "Tenant Allowance." The Tenant Allowance shall be used for those costs incurred in connection with the Sublease Improvements and approved by Sublessor (the "Approved Sublessee Costs") and shall be disbursed in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, provisions of this Sublease. Approved Sublessee Costs may include the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all following costs: the cost of such work being collectively referred to as preparing the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Complete Plans (as hereinafter defined) ); Sublessee's share of the Sublessor's cost of constructing common area walls and corridor serving the third floor (which share is approximately $11,072,00); Sublessee's share of the cost of the emergency generator as further described in Exhibit E attached hereto; and the Base Building Outline Specifications, cost of constructing the Base Building Outline Specifications shall govern and control until the Landlord's Plans Sublease Improvements (as hereinafter defined) are prepared), including architectural, contracting and engineering fees associated with the Sublease Improvements. A complete set of final base Building plans Sublessor shall cooperate with, and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on cause its architect and engineer to cooperate with, Sublessee's architect and engineer in connection with the Landlordpreparation of Sublessee's Plans as soon thereafter as possibleconstruction, drawings and specifications for the Sublease Improvements. In reaching agreementSublessee shall cooperate with, Landlord and Tenant shall each approve portions use reasonable efforts to cause any architects, engineers and construction drawings and specifications for the Sublease Improvements. Sublessee shall cooperate with, and shall use reasonable efforts to cause any architects, engineers and construction consultants retained by Sublessee to cooperate with, Sublessor's contractor, engineer, architects and subcontractors in connection with the construction of the Landlord's Plans that are in acceptable form Sublease Improvements and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect Base Building Work (as hereinafter defined). Sublessee shall provide to Sublessor for approval (A) with respect to the Original Sublease Premises, no later than February 28, 2001, time being of the essence, and (B) with respect to the Additional Sublease Premises, no later than April 13, 2001, time being of the essence, complete sets of construction drawings and specifications for the Sublease Improvements (the "Complete Plans") prepared at Sublessee's expense by (a) Sublessor's architect or an architect approved by Sublessor and (b) Sublessor's engineer or an engineer approved by Sublessor. The Complete Plans shall include but not be limited to:
Appears in 1 contract
Samples: Agreement (Combinatorx, Inc)
Initial Construction. Sublessor shall perform or cause Landlord shall fully construct to perform the base Base Building Work and the Sublease Improvements as described in, and in accordance with the preliminary base building plansterms, including, without limitation, floor plans, elevations provisions and site plan(s) (collectivelyconditions of, the Work Letter Agreement attached hereto as Exhibit F (which Work Letter is hereby incorporated herein and made a part hereof). Sublessor shall provide Sublessee with a tenant allowance in the amount equal to the number of rentable square feet that comprises the Sublease Premises times $75.00 (the "PBBPTenant Allowance"). The Tenant Allowance shall be used for those costs incurred in connection with the Sublease Improvements and approved by Sublessor (the "Approved Sublessee Costs") and shall be disbursed in accordance with the provisions of this Sublease. The allocation of cost responsibility between the Base Building Outline Specifications Work and the Sublease Improvements shall also be set forth on Exhibit F-2 attached hereto as Exhibits B-1 and B-2, respectively (all hereto. Approved Sublessee Costs may include the following costs: the cost of such work being collectively referred to as preparing the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Complete Plans (as hereinafter defined) and the Base Building Outline Specifications, cost of constructing the Base Building Outline Specifications shall govern and control until the Landlord's Plans Sublease Improvements (as hereinafter defined) are prepared), including architectural, contracting and engineering fees associated with the Sublease Improvements. A complete set of final base Building plans Sublessor shall cooperate with, and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on cause its architect and engineer to cooperate with, Sublessee's architect and engineer in connection with the Landlordpreparation of Sublessee's Plans as soon thereafter as possibleconstruction drawings and specifications for the Sublease Improvements. In reaching agreementSublessee shall cooperate with, Landlord and Tenant shall each approve portions use reasonable efforts to cause any architects, engineers and construction consultants retained by Sublessee to cooperate with, Sublessor's contractor, engineer, architects and subcontractors in connection with the construction of the Landlord's Plans that are in acceptable form Sublease Improvements and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect Base Building Work (as hereinafter defined). Sublessor shall deliver to Sublessee a set of the schematic design documents (which documents shall show the core areas and structural elements of the Building) for the Base Building Work (the "Base Building Plans") on or about the fifth (5) day after the execution of this Sublease (the "Schematic Design Delivery Date"). Sublessee shall use commercially reasonable efforts to deliver to Sublessor for approval complete sets of construction drawings and specifications for the Sublease Improvements (the "Complete Plans") prepared at Sublessee's expense (subject to reimbursement out of the Tenant Allowance) by (a) Sublessor's architect or an architect selected by Sublessee and approved by Sublessor and (b) Sublessor's engineer or an engineer selected by Sublessee and approved by Sublessor on a date which is sixty (60) days after the Schematic Design Delivery Date, but in all cases Sublessee shall deliver the Complete Plans to Sublessor on or before November 1, 1998 (the "Complete Plan Delivery Date"), time being of the essence. The Complete Plans shall include but not be limited to:
Appears in 1 contract
Initial Construction. Sublessor shall perform or cause Landlord to perform the Sublease improvements as described in the Work Letter Agreement attached hereto as EXHIBIT E (which Work Letter is hereby incorporated herein and made a part hereof). Sublessor shall fully construct provide Sublessee with a tenant allowance in the base Building amount equal to the number of rentable square feet in the Sublease Premises times $70.00, which equals $524,440.00 (the "Tenant Allowance"). The Tenant Allowance shall be used for those costs incurred in connection with the Sublease Improvements and approved by Sublessor (the "Approved Sublessee Costs") and shall be disbursed in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, provisions of this Sublease. Approved Sublessee Costs may include the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all following costs: the cost of such work being collectively referred to as preparing the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Complete Plans (as hereinafter defined) ); Sublessee's share of the Sublessor's cost of constructing common area walls and corridor serving the third floor (which share is approximately $11,071.00); Sublessee's share of the cost of the emergency generator as further described in Exhibit E attached hereto; and the Base Building Outline Specifications, cost of constructing the Base Building Outline Specifications shall govern and control until the Landlord's Plans Sublease Improvements (as hereinafter defined) are prepared), including architectural, contracting and engineering fees associated with the Sublease Improvements. A complete set of final base Building plans Sublessor shall cooperate with, and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on cause its architect and engineer to cooperate with, Sublessee's architect and engineer in connection with the Landlordpreparation of Sublessee's Plans as soon thereafter as possibleconstruction drawings and specifications for the Sublease Improvements. In reaching agreementSublessee shall cooperate with, Landlord and Tenant shall each approve portions use reasonable efforts to cause any architects, engineers and construction consultants retained by Sublessee to cooperate with, Sublessor's contractor, engineer, architects and subcontractors in connection with the construction of the Landlord's Plans that are in acceptable form Sublease Improvements and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect Base Building Work (as hereinafter defined). No later than February 28, 2001, time being of the essence, Sublessee shall provide to Sublessor for approval complete sets of construction drawings and specifications for the Sublease Improvements (the "Complete Plans") prepared at Sublessee's expense by (a) Sublessor's architect or an architect approved by Sublessor and (b) Sublessor's engineer or an engineer approved by Sublessor. The Complete Plans shall include but not be limited to:
Appears in 1 contract
Samples: Agreement (Combinatorx, Inc)
Initial Construction. Landlord shall fully construct the base Building in accordance with the Tenant shall, on or before Tenant's Basic Approval Date, submit such information as may be required for preparation of preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and specifications for Tenant's Space, and , on or before Tenant's Final Plan Delivery Date, shall deliver to Landlord for approval complete sets of construction drawings and specificationsspecifications prepared by a registered architect or engineer, sufficient for contract bidding and work completion, showing: (a) the locations desired for partitions, doors, electrical switches, outlets, lighting fixtures, and floor tile and paint colors selected so far as same are to be provided by the Landlord pursuant to the plan or Tenant's space referenced in Exhibit A, and (b) any changes or additions required by Tenant in the partitioning, flooring, ceiling and wall coverings, wall openings, electric, plumbing, heating, air-conditioning and ventilating systems and in other facilities for Tenant's Space specified in Exhibits A and B. Architectural and engineering services required for preparation of such construction drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "any changes therein shall be performed by Landlord's Plans") architect and engineer and the costs thereof paid by Tenant to the extent they exceed the allowances as provided in Exhibit B. All of Tenant's changes and additions and installation of furnishings shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to coordinated with any work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified being performed by Landlord and its architect that in such manner as to maintain harmonious labor relations and not damage the Term Commencement Date was delayed Building or Lot or interfere with Building operations. Except for installation of furnishings, all such work shall be performed by such Tenant's failure to approve the Landlord's Plans within general contractor and the required seven costs thereof paid by the Tenant as provided in Exhibit B. Landlord will not approve: (7a) business daysany alterations or additions requiring unusual expense to readapt the Premises in the Building to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by Section 5.1 unless Tenant first gives assurances acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord, or (b) any alterations or additions which will delay completion of the premises or the Buildings or result in a net credit to Tenant under the provisions of Exhibit B attached to this Lease. All changes and additions shall be part of the Building except such items as by writing at the time of approval the parties agree shall be removed by Tenant on termination of this Lease, or Landlord agrees that Tenant may then elect to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined)remove or leave.
Appears in 1 contract
Samples: Healthplan Services Corp
Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building building and Lot improvements plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings and based on the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expenseexpense (all of such work shown on the Landlord's Plans being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans are prepared. Landlord and Tenant agree to work together with Landlord's architect, Symmes Symmes, Maini and McKex XxxociatesXxXxx Associates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1September 21, 2000, with the exception of electrical, plumbing, and HVAC plans which shall be developed after said September 21, 2000 and shall, if coordinated with Tenant's MEP engineer, shall be delivered to Tenant in accordance with Tenant's design development schedule, otherwise such electrical, plumbing and HVAC plans shall be delivered by October 15, 2000 if Landlord elects not to use Tenant's MEP engineer. Upon receipt, Tenant shall have seven ten (710) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. Tenant's approval of Landlord's Plans shall not be unreasonably withheld, conditioned or delayed. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In Provided that the PBBP are finalized and attached to this Lease upon execution of this Lease by Tenant, in the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven ten (710) business days of receipt thereof from Landlord, then the Outside Delivery Scheduled Term Commencement Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven ten (710) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined) disagree with the existence or calculation of Tenant Plan Delay Days as determined by Landlord and its architect, then Tenant shall, within ten (10) business days of receipt of Landlord's notice, notify Landlord of its disagreement, whereupon the dispute shall be determined pursuant to the arbitration procedures described in Section 9.6 hereof. Landlord and Tenant hereby acknowledge and agree that, except as otherwise set forth herein, following approval by Landlord and Tenant (which shall be in writing as hereinafter provided), no amendments, modifications or changes shall be made to the Landlord's Plans, the PBBP and/or the Base Building Outline Specifications (during or after the permitting process) without Tenant's prior written approval in each instance, which such approval shall not be unreasonably withheld or delayed; provided, however, no such prior approval of Tenant shall be required if the proposed amendments, modifications or changes are, in Landlord's reasonable opinion (i) non-material in nature, (ii) replaced by substantially equivalent or better items and at all times equal to or better than that of the building located at 0 Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxxxx, and (iii) do not adversely affect the Premises. Without limiting the foregoing, Landlord shall provide Tenant with prior written notice of all proposed amendments, modifications or changes to the Landlord's Plans. A complete set of construction plans and specifications for Tenant's Work (as hereinafter defined) shall be prepared by Tenant's Architect, as hereinafter defined (collectively, the "Tenant's Plans"). The Tenant's Plans shall be furnished to Landlord as herein provided. Landlord and Tenant hereby acknowledge and agree that Tenant shall notify Landlord within two (2) weeks following the date of this Lease of its selection of an architect to be Tenant's Architect for preparation of Tenant's Plans, and the costs of services of such Tenant's Architect shall be borne solely by Tenant. Tenant's Architect (and Tenant's Representatives) shall be actively involved in the design decisions and shall be allowed reasonable access to the Lot and the Premises during construction to monitor Landlord's compliance with the terms and provisions of this Lease. Landlord and Tenant hereby further agree that Tenant shall be solely responsible for coordinating with Tenant's Architect for the timely preparation of Tenant's Plans in accordance with the terms and provisions of this Section 9.1. Attached as Exhibit M is a schedule (the "Schedule") setting forth the respective dates by which Landlord and Tenant anticipate that (i) Landlord's Plans shall have been delivered to and approved by Tenant, (ii) Tenant's Plans shall have been delivered to and approved by Landlord, and (iii) certain portions of Landlord's Work and Tenant's Work shall be substantially completed. The parties agree to cooperate with each other and to exercise reasonable efforts to complete the tasks described in the Schedule by the respective dates set forth therein, Landlord and Tenant hereby further agreeing that, unless otherwise expressly set forth herein, failure to meet any of such dates on the Schedule shall not constitute a default or a delay of any type hereunder. Tenant shall deliver the Tenant's Plans to the Landlord by not later than the Scheduled Tenant's Design Completion Date, provided, however, that Tenant furnishes to Landlord by not later than October 1, 2000 (i) any such information to be contained in the Tenant's Plans that affects Landlord's Work, and (ii) a list of "long lead items", including specifications thereto, for those certain portions of Tenant's Work as determined by Landlord and Tenant prior to such
Appears in 1 contract
Samples: Lease and Termination Agreement (Netscout Systems Inc)
Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlordshall, at its sole cost and expense, cause certain leasehold improvements to be substantially completed in the Premises in accordance with the final approved plans and specifications prepared by Tenant’s architect and approved by Landlord as hereinafter provided, which preliminary plans and specifications are attached hereto as Exhibit “C” and made a part hereof (the “Tenant’s Work”; the Tenant’s Work shall be referred herein at times as the “Landlord’s Work”) prior to the Scheduled Term Commencement Date set forth In Section 1.1 hereof. Landlord and Tenant agree to All of the work together with shall be performed by Landlord's architect’s general contractor, Symmes Maini and McKex XxxociatesXxxxxxxxx Construction Co., Inc. (“GCCI”) utilizing its standard building materials and finishes for the Building, which are consistent with industry standard for a Class A building and the consistent with the level of materials used in order to achieve a design that meets the standard set forth belowspaces currently occupied by One Communications and Demandware, except as otherwise may be provided in Exhibit “C” and the approved Tenant Plans. FurthermoreIn connection therewith, Landlord agrees to use good faith provide preliminary space planning at no additional cost to Tenant, as depicted in Exhibit “C”. Tenant shall, at Tenant’s sole cost and diligent efforts expense, prepare and deliver to deliver Landlord final architectural plans and associated specifications (excluding mechanical, electrical and plumbing) for the Landlord's Tenant’s Work incorporating said preliminary plans and specifications attached hereto at Exhibit “C” (collectively, the “Tenant’s Plans”) for the planned improvements of the Premises by March I, 2011. Tenant shall provide a pre-purchase specification and plan for all long lead items, greater than an 8 week lead time by February 15, 2011. Such items may include specialty HVAC, specialty electrical, lighting, flooring and doors and hardware. Tenant shall permit Landlord to review and provide input during the preparation of Tenant’s Plans and shall provide Landlord with preliminary plans and specifications as they are made available to Tenant on or before May 1, 2000by its architect. Upon receipt, Tenant Landlord shall have seven ten (710) business days to comment upon the Landlord's PlansTenant’s Plans and shall be deemed approved in the event that Landlord fails to respond within such ten (10) day period. Landlord and Tenant shall use reasonable good faith, diligent efforts to reach agreement agree on the Landlord's Tenant’s Plans as soon thereafter as possiblein a timely manner. In reaching such agreement, Landlord and Tenant shall each approve portions of the Landlord's Tenant’s Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. Landlord will not approve Tenant’s Plans (or changes to Tenant’s Plans) which involve any non-standard office construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such re-adaptation shall be made prior to such termination without expense to Landlord. All revisions and modifications to the Tenant’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall be forthwith furnished to Landlord upon Tenant’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall be forthwith furnished to Landlord upon Tenant’s receipt thereof. Landlord and Tenant hereby further agree to acknowledge in writing when final approval by Landlord and Tenant of Tenant’s Plans has occurred. No changes or modifications to Tenant’s Plans being constructed by Landlord pursuant thereto shall be made without Tenant’s and Landlord’s prior consent, such consent not to be unreasonably withheld or delayed by Tenant or Landlord, as applicable. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the Tenant may request changes to Tenant’s Work by altering, adding to, or deducting from Tenant’s Work as set forth in the agreed form of Tenant’s Plans (each such requested change shall be submitted pursuant to the form of Change Order attached hereto as Exhibit “L” and shall be referred to herein as a “Change Order”). A Change Order requested by Tenant in Tenant’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Tenant’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Scheduled Term Commencement Date. Tenant shall have three (3) business days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within such three (3) business days shall be deemed a rejection of the Change Order. In addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the event that Landlord's Plans conform with cost of any such changes in the PBBPTenant’s Work initiated by Tenant. Tenant shall pay to Landlord fifty percent (50%) of the actual Cost of Change Order(s), less credits for any Tenant’s Work deleted, but Tenant does not approve including a contractor’s fee of five percent (5%) and overhead of five percent (5%) of the Landlord's Plans aggregate costs, within seven fourteen (714) business days of receipt thereof of Landlord’s invoice therefor, with any remaining amount to be delivered to Landlord within thirty (30) days after receipt of a final accounting from Landlord following delivery of the Premises and completion of the Punch List Items. In the event that Tenant approves a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Scheduled Term Commencement Date, then the Outside Delivery Date (as hereinafter defined) a Tenant Delay shall be extended deemed to have occurred for a the number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and its architect that architect, and agreed to by Tenant and Tenant’s architect, by which the Scheduled Term Commencement Date was would be delayed by such Tenant's failure alterations or additions, giving due consideration to approve the Landlord's Plans within the required seven (7) business days’s obligation to use diligent efforts to accelerate construction to make up for lost time due to delays. Landlord agrees to provide Tenant with written notice of such determinationdetermination at the time it submits the Change Order to Tenant for approval, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Alteration Delay Days as certified by Landlord and its architect. If Should Tenant disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.5 hereof. All Tenant improvements, changes and additions comprising the Tenant’s Work shall be part of the Premises and shall remain therein at the end of the Term, and Tenant shall have no obligation to restore the Tenant’s Work Premises at the end of the Term or earlier expiration thereof, except for Tenant’s business fixtures, equipment and personal property, all of which fixtures, equipment, furniture and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term; and such other items shall be removed or left as the Landlord and Tenant agree in writing at the time of Landlord’s approval of the Tenant's Architect ’s Plans as hereinafter provided. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph and Section 6.1.2 hereof, subject to Section 10.13. Tenant (including its contractors, agents or employees) shall have access to the Premises, from time to time prior to the Scheduled Term Commencement Date, so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be done or fixtures or equipment installed by Tenant in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises or the Building. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. In connection with the initial construction and delivery of the Premises to Tenant, Landlord agrees to provide Tenant with an allowance of up to $6.00/RSF to be used for Tenant’s furniture, fixtures and equipment. Such allowance shall be paid by Landlord to Tenant (or its vendor or contractor, as applicable) within fourteen (14) days of Landlord’s receipt of an invoice therefor, which such invoice shall contain such reasonable documentation as may reasonably be requested by Landlord. In addition, Exhibit C designates certain “Tenant Change Items” which Tenant shall have the right, exercisable by a written notice to Landlord given prior to February 15, 2011, to accept or reject. In the event that any such items are accepted by Tenant, then Tenant shall reimburse Landlord said costs allocable to such accepted item (as hereinafter defined)described on said Exhibit C) within fourteen (14) business days of receipt of Landlord’s invoice therefor. At Tenant’s election, exercisable by giving Landlord written notice on or before December 31, 2011, Landlord shall provide an additional allowance of up to $5.00/RSF to be used for tenant improvements, tel/data, security, furniture, fixtures or equipment, which such allowance-shall be amortized over the Term at an annual rate of seven percent (7%) per annum, In the event that Tenant elects to receive such additional allowance, then Landlord and Tenant shall enter into a mutually agreeable amendment to this Lease modifying the Fixed Rent set forth in Section 1.1 hereof.
Appears in 1 contract
Samples: Sublease Agreement (Demandware Inc)
Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plansTenant shall, includingon or before Tenant's Design Completion Date, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "approve Landlord's Work"). plans xxx xricing for Tenant's premises: In the event context of differences between the PBBP or the Landlordthis Lease, Landlorx'x xxans are design build and engineering drawingx xxx Xxnant's Plans (as hereinafter defined) work with detail acceptable to Landlord for, mecxxxxxxl, electrical and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set plumbing drawings furnished by subcontractors to Landlord based on scope architectural drawings approved by Tenant consisting of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited toto furniture plans, carpetsreflective ceiling plans, doors, hardware, ceiling gridsand electrical/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, telephone plans for the "Landlordcompletion of Tenant's Plans") work. The working drawings shall be prepared in xxxxxxance with all applicable Legal requirements and, at Landlord's option, stamped registered Massachusetts professionals; and shall consist of architectural and engineering plans which are required to finish the Premises or to obtain any Authorization required thereof. Tenant's interior furnishings, i.e., specification, coordination, supply and installation of furniture, furnishings, telephones and movable equipment will be the responsibility of Tenant. All of Tenant's construction, installation of furnishings, and later changes or additions shall be coordinated with any work being performed by Landlord in such a manner as to maintain harmonious labor relations and not damage the Building or Lot or interfere with Building operations. Except for installation of furnishings and the installation of telephone outlets, which must be performed by a local communications company at Tenant's direction and expense, all such work shall be performed by Landlord's general contractor and Tenant shall pay (X) any amount in excess of the fifteen dollar per square foot ($15.00/RSF) Tenant Improvement Allowance (Y) an additional amount equal to the cost of any changes from the specifications in Exhibit A, including the cost to Landlord of the general contractor's overhead and profit, which amount shall be due and payable within an escrow account prior to the commencement of work schedule or within ten (10) days of receipt of invoice. This excess amount, so deposited in Landlord's escrow account, will be drawn after the initial Tenant Improvement Allowance has been utilized. Landlord will not approve any construction, alterations, or additions during the initial construction period or the Term or any extension thereof, requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance, taxes and/or operating expenses on the Building or of Landlord's service called for by Section 5.1, unless Tenant first gives assurances acceptable to Landlord that such readaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Landlord will also disapprove any alterations or additions requested by Tenant which will delay completion of the Premises or the Building. All changes, additions, and alterations made to the Premises during the Term or any extension thereof shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant, at its sole cost and expense. Landlord and Tenant agree to work together with cost, on termination of this Lease, or shall be removed or left at Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely mannerelection. In the event that the cost of the work performed by Landlord's Plans conform general contractor is less than the Tenant Impxxxxxxxx Allowance of $15.00 per square foot, Tenant shall receive an immediate credit from the rent due commensurate with the PBBP, but amount of the savings below said $15.00 allowance. Said Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) Improvement Allowance shall be extended for amortized over five years at a number rate of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined)8.5%.
Appears in 1 contract
Samples: Disturbance and Attornment Agreement (Softlock Com Inc)
Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlordshall, at its sole cost and expense, cause (a) certain leasehold improvements to be substantially completed in the Premises in accordance with the preliminary plans and outline specifications, which plans and specifications are attached hereto as Exhibit C and made a part hereof and (b) certain other improvements to be made as set forth in Exhibit C-1 attached hereto and made a part hereof (collectively, all such work under clauses (a) and (b) is referred to herein as “Landlord’s Work”) prior to the Scheduled Term Commencement Date set forth in Section 1.1 hereof. All of the Landlord’s Work shall be performed by Landlord’s general contractor, Xxxxxxxxx Construction Co., Inc. (“GCCI”). Any additional work beyond the Landlord’s Work (“Additional Work”) requested by Tenant shall be performed by Landlord, at Tenant’s expense, in an amount equal to the incremental additional direct cost to GCCI of the Additional Work (exclusive of any GCCI fees or general conditions) plus a xxxx-up of six (6%) percent of such direct cost. In no event shall any Additional Work be a condition of substantial completion of Landlord’s Work as hereafter provided in Section 3.2, to the extent the same would delay the schedule for completing Landlord’s Work. Landlord acknowledges that (i) Tenant may include one or more of the items of Additional Work listed on Exhibit C-2 attached hereto, (ii) that the same shall not delay the schedule, provided that Landlord is notified in writing on or before the Tenant’s Plan Submission Deadline which item(s) Tenant wishes to include and Tenant agree provides Landlord all relevant necessary information relating thereto prior to work together with Landlord's architectsuch time and (iii) that the same may remain in the Premises at the expiration or earlier termination of the Term. In connection therewith, Symmes Maini ADD Inc. (“Tenant’s Architect”) shall, on Tenant’s behalf and McKex Xxxociates, Inc. in order at Tenant’s expense but subject to achieve a design that meets the standard allowance set forth below. Furthermore, Landlord agrees to use good faith prepare a set of design development control documents (as described hereafter) (the “Tenant’s Plans”) incorporating the preliminary plans and diligent efforts to deliver the specifications attached hereto as Exhibit C for Landlord's Plans to Tenant ’s review and approval on or before May 1March 19, 20002007 (the “Tenant’s Plan Submission Deadline”). Upon receiptThe parties shall review and approve Tenant’s Plans, Tenant each acting diligently and in good faith, and shall have seven initial the development control plans upon approval by both parties. Landlord’s review and approval of Tenant’s Plans shall not be unreasonably withheld, conditioned or delayed, and Landlord shall provide comments on or an approval of Tenant’s Plans within five (75) business days after the date that such Tenant’s Plans are first submitted to comment upon Landlord for Landlord’s review and approval and within three (3) business days after the date that any revisions to Tenant’s Plans are submitted to Landlord for Landlord's ’s review and approval. Landlord’s failure to provide comments within such time periods shall be deemed Landlord’s approval of Tenant’s Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord hereby agrees to provide Tenant with written notice an allowance equal to $21,500 to be applied by Tenant towards the cost of such determinationhaving Tenant’s Architect prepare and complete the Tenant’s Plans. Such reimbursement shall be made by Landlord to Tenant within 20 days after receipt of an invoice therefore containing reasonable back-up documentation evidencing same. Upon final approval of Tenant’s Plans, such notice Landlord shall, at its expense, utilize the final, approved Tenant’s Plans to include reasonable detail describing produce the cause final set of construction plans and specifications necessary to price the cost of Landlord’s Work (collectively, the “Construction Documents”), which shall be consistent in all respects with the final approved Tenant’s Plans. Landlord shall provide Tenant with copies of the delay complete set of the Construction Document promptly upon completion thereof for Tenant’s review and approval, and Tenant shall provide any comments on the number Construction Documents within five (5) business days after the date that such Construction Documents are first submitted to Tenant for Tenant’s review and approval and within three (3) business days after the date that any revisions to the Construction Documents are submitted to Tenant for Tenant’s review and approval. Any failure by Tenant to provide comments within such time periods shall be deemed to be a Tenant Delay. The final, approved Construction Documents shall replace the preliminary set of plans and outline specifications attached hereto as Exhibit C, whereupon said final set of Construction Documents shall be known and referred to hereunder as the “Landlord’s Plans.” Tenant may thereafter submit change orders to the Landlord’s Plans, which Landlord shall review and approve in accordance with the foregoing procedures (i.e., within five (5) business days for any submission and three (3) business days for any revisions), and Landlord’s response shall advise Tenant of any anticipated cost increases (or decreases in which case an appropriate credit shall be given to Tenant) or Tenant Delay associated with such change order. Landlord shall not charge any costs to Tenant for the review of plans or management or oversight of the design process. All Tenant improvements, changes and additions shall be part of the Premises and shall remain therein at the end of the Term, except that Tenant’s business fixtures, equipment and personal property (which shall include, without limitation, Tenant’s demountable partitions, business equipment, and telephone or computer systems, but exclude telephone and computer systems wiring) shall remain the property of Tenant Plan Delay Days as certified and shall be removed at the expiration of the Term. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by Landlord and its architect. If any such removal by Tenant and Tenant's Architect (as hereinafter defined)in accordance with this paragraph.
Appears in 1 contract
Samples: Lease (Zoran Corp \De\)
Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectivelyManager acknowledges that Port, the Authority, and the City have no obligation with respect to initial construction of the Convention Center (other than the obligation to request Facility Lease Advance Rent or Sublease Advance Rent, the obligation to keep and record a Sublease Advance Rent Register, and the obligation to pay over to any Subleases Advance Rent paid to the City to the Authority) and, for so long as each of the Site Lease, Facility Lease, and Sublease remain in effect, the maintenance and repair of the Convention Center. Manager xxxxxx agrees to fully and forever release the Port, the Authority, and the City from any liability arising from the initial construction, maintenance and repair of the Convention Center and expressly waives the provisions of Section 1542 of the California Civil Code which provides: "PBBP"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Initials of Manager Signatory 9. Limitation on the Designated Owner’s Liability. Without impacting the effect of the liability limitations set forth in the Management Agreement, the Designated Owner shall have no obligation, nor shall it incur any liability, beyond the Designated Owner’s interest in the Facility (whether fee interest, leasehold interest, or otherwise), and Manager shall look exclusively to such interest of the Designated Owner as a limit for the payment and discharge of any obligations imposed upon the Designated Owner hereunder or under the Management Agreement or for recovery of any judgment from the Designated Owner, and in no event shall the Designated Owner or any of their respective officers, directors, shareholders, agents, administrators, representatives, servants, employees or partners ever be personally liable for such judgment. For sake of clarity, if the Sublease, Facility Lease or Site Lease is terminated, the Management Agreement remains in effect, and the applicable Designated Owner is recognized as “Owner” pursuant to this Agreement, then such Designated Owner’s assets (other than its interest in the Facility) will not be subject to, or, unless the Designated Owner so chooses (in its sole discretion), a source of payment of, any liability or obligation that may be owed by the Designated Owner to Manager pursuant to the Management Agreement (as modified by this Agreement). It is the intent of this provision to create the same result as would apply if Designated Owner were a single purpose limited liability company whose sole assets were the Facility and Base Building Outline Specifications attached hereto the proceeds thereof. Under no circumstances would the general fund of the Port, the Authority, or the City be subject to a claim or liability under the Management Agreement (as Exhibits B-1 modified by this Agreement) except to the extent (and B-2solely to the extent) that any proceeds from the sale or assignment of the Port, respectively (all of such work being collectively referred to Authority, or City’s interest in the Site Lease, Facility Lease, or the Sublease, respectively, in the Facility are received by the Port, the Authority, or the City, as applicable, after the relevant party is recognized as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) “Designated Owner” and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections added to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant's Architect (as hereinafter defined)party’s general fund.
Appears in 1 contract
Samples: Convention Center Agreement
Initial Construction. Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans and construction drawings and specifications, such drawings and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's Plans") shall be prepared by Landlordshall, at its sole cost and expense, cause (i) certain base Building improvements to be substantially completed in accordance with the plans and specifications attached hereto as Exhibit “B” (the “Base Building Work”) and (ii) certain leasehold improvements to be substantially completed in the Premises in accordance with the final approved plans and specifications prepared by Landlord’s architect and approved by Tenant as hereinafter provided, which preliminary plans and specifications are attached hereto as Exhibit “C” and made a part hereof (the “Tenant’s Work”; the Base Building Work and the Tenant’s Work shall collectively be referred herein at times as the “Landlord’s Work”) prior to the Scheduled Term Commencement Date set forth in Section 1.1 hereof. Landlord and Tenant agree to All of the work together with shall be performed by Landlord's architect’s general contractor, Symmes Maini and McKex XxxociatesXxxxxxxxx Construction Co., Inc. (“GCCI”) utilizing its standard building materials and finishes for the Building, which are consistent with industry standard for a Class A building, except as otherwise may be provided in order to achieve a design that meets the standard set forth belowExhibits “B” and “C”. FurthermoreIn connection therewith, Landlord agrees to use good faith provide ah space planning and diligent efforts to design services. Landlord shall, at Landlord’s sole cost and expense, prepare and deliver the Landlord's Plans to Tenant on final architectural plans and associated specifications (excluding mechanical, electrical and plumbing) for the Tenant’s Work incorporating said preliminary plans and specifications attached hereto at Exhibit “C” (collectively, the “Tenant’s Plans”) for the planned improvements of the Premises (specifically including Phases 1 and 2) by July 23, 2008, provided Tenant furnishes to Landlord no later than July 9, 2008 all Tenant fit-out requirements for construction of the improvements in the Premises. In connection therewith, Tenant agrees to furnish to Landlord a list of any “long lead” items that may affect the timely completion of the Premises, which such items shall include, for example, doors, aluminum frames, chiller, vertical fan coils, generator, 600 amp switch, UPS, lights, carpet and any other item having a delivery time of four (4) or before May 1more weeks by July 10, 20002008, Landlord and Tenant agreeing to finalize the “long lead” items as soon as possible such that Landlord may release/award the same together with mechanical, electrical, plumbing and drywall subcontracts, by July 10, 2008. Other items shall be released/awarded once Landlord and Tenant have approved the Tenant’s Plans as hereinafter provided, but in no event shall such other critical path items be awarded later than August 6, 2008. Landlord may, at its election, permit Tenant to review and provide input during the preparation of Tenant’s Plans and may provide Tenant with preliminary plans and specifications as they are made available to Tenant. Upon receipt, Tenant shall have seven ten (710) business days to comment upon the Landlord's PlansTenant’s Plans and shall be deemed approved in the event that Tenant fails to respond within such ten (10) day period. Landlord and Tenant shall use reasonable good faith, diligent efforts to reach agreement agree on the Landlord's Tenant’s Plans as soon thereafter as possiblein a timely manner (i.e. by August 2, 2008). In reaching such agreement, Landlord and Tenant shall each approve portions of the Landlord's Tenant’s Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In connection with Tenant’s review of the Tenant’s Plans, or if Tenant fails to deliver comments to the Tenant’s Plans (or any modifications thereto), Landlord may require by prompt written notice to Tenant an adjustment in the Scheduled Term Commencement Date (such adjustment to be determined by Landlord in its reasonable judgment). Landlord’s notice to Tenant shall include reasonable detail describing the cause of the adjustment and the resulting extension of time caused by Tenant’s delay (a “Tenant Plan Delay Day(s)”). Any such extension in time, whether mutually agreed to by Landlord and Tenant or determined by their respective architects in the event that Landlord's Plans conform with the PBBPof dispute pursuant to Section 3.5, but Tenant does shall result in Tenant’s Plan Delay Days as hereinbefore determined, in addition, Landlord will not approve Tenant’s Plans (or changes to Tenant’s Plans) which involve any construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such readaptation shall be made prior to such termination without expense to Landlord's . All revisions and modifications to the Tenant’s Plans shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant’s Plans shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof. Landlord and Tenant hereby further agree to acknowledge in writing when final approval by Landlord and Tenant of Tenant’s Plans has occurred. No changes or modifications to Tenant’s Plans being constructed by Landlord pursuant thereto shall be made without Tenant’s consent, such consent not to be unreasonably withheld or delayed by Tenant. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the Tenant may request changes to Tenant’s Work by altering, adding to, or deducting from Tenant’s Work as set forth in the agreed form of Tenant’s Plans (each such requested change shall be submitted pursuant to the form of Change Order attached hereto as Exhibit “L” and shall be referred to herein as a “Change Order”). A Change Order requested by Tenant in Tenant’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Alteration Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Tenant’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Scheduled Term Commencement Date. Tenant shall have three (3) business days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within seven such three (73) business days shall be deemed a rejection of the Change Order. In addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the cost of any such changes in the Tenant’s Work initiated by Tenant. Tenant shall pay to Landlord an amount equal to the actual Cost of Change Orders less credits for any Tenant’s Work deleted, in excess of an allowance (the “Allowance”) equal to $42.66/RSF, or $3,220,616.70 in total (the “Allowance”; hereinafter, collectively the “Cost of Tenant’s Work”). Included in all costs shall be a contractor’s fee of six percent (6%). The Cost of Tenant’s Work shall be fully paid by Tenant (and/or credited against the Allowance, as applicable) within fourteen (14) business days of receipt thereof of an invoice from Landlord but after all of the Allowance has been exhausted by Tenant. In the event that Tenant does not fully utilize the Allowance, any remaining amount shall be credited against the Fixed Rent until all such amounts have been utilized. In the event that Tenant requests a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Scheduled Term Commencement Date, then the Outside Delivery Date Tenant shall be deemed to have agreed that it will pay Fixed Rent (as hereinafter definedprovided in Section 4.1) shall be extended and additional rent hereunder for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and its architect that architect, and agreed to by Tenant and Tenant’s architect, by which the Scheduled Term Commencement Date was would be delayed by such Tenant's failure alterations or additions, giving due consideration to approve the Landlord's Plans within the required seven (7) business days’s obligation to use diligent efforts to accelerate construction to make up for lost time due to delays. Landlord agrees to promptly provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Alteration Delay Days as certified by Landlord and its architect. If Should Tenant disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.5 hereof. All Tenant improvements, changes and additions comprising the Tenant’s Work shall be part of the Premises and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment (including generators purchased out of the Allowance), furniture (including furniture purchased out of the Allowance) and personal property (which such personal property shall include, without limitation, demountable partitions, equipment and telephone, security or computer systems), all of which fixtures, equipment, furniture and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term; and such other items shall be removed or left as the Landlord and Tenant agree in writing at the tune of Landlord’s approval of the Tenant's Architect ’s Plans as hereinafter provided. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph and Section 6.1.2 hereof. Tenant (including its contractors, agents or employees) shall have access to the Premises, four (4) weeks prior to the Scheduled Term Commencement Date applicable to each Phase of the Premises so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be done or fixtures or equipment installed by Tenant in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises or the Building. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. In connection with the initial construction and delivery of the Premises to Tenant, Landlord agrees to provide Tenant with the following allowances, in addition to the Allowance: (i) up to $600,000 to be used for systems furniture or furnishings for Tenant’s network operations center or training facility, which such furniture shall remain the property of Tenant, unless there is a continuing, uncured Event of Default (as defined in Section 9.1 of this Lease) in which event such furniture shall automatically become the property of Landlord; (ii) up to $250,000 to be used to offset moving expenses; and (iii) up to $25,000 for building signage as hereinafter defined)provided in Section 6.1.20. Tenant shall furnish to Landlord reasonable back up documentation evidencing the foregoing prior to any payment by Landlord. The parties agree to execute a xxxx of sale to confirm furniture ownership, at the request of either party. Further, Landlord agrees to provide Tenant with the ability to amortize up to an additional $250,000 over the Term at a rate equal to eight percent (8%) per annum to be used for telephone/data infrastructure. Tenant agrees to provide Landlord with reasonable back up documentation evidencing the foregoing prior to any payment by Landlord. The parties shall execute an amendment to this Lease, in mutually agreeable form, evidencing any such amortization and resulting Rent changes.
Appears in 1 contract
Samples: Sublease (Demandware Inc)
Initial Construction. Landlord shall fully construct the base Building cause certain leasehold improvements to be substantially completed in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Tenant’s Plans (as hereinafter defined) and on or before the Base Building Outline SpecificationsScheduled Term Commencement Date (collectively, the Base Building Outline Specifications “Landlord’s Work”). All of the work shall govern be performed by Landlord’s general contractor, Xxxxxxxxx Construction Co., Inc. (“GCCI”). Attached hereto as Exhibit B are a preliminary tenant improvement plans and control until specifications. Tenant shall, at Tenant’s sole cost and expense but subject to the Landlord's Plans Allowance (as hereinafter defined) are prepared. A complete set of ), prepare and deliver to Landlord final base Building construction plans and construction drawings and specifications, such drawings associated specifications incorporating said preliminary plans and specifications to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the "Landlord's “Tenant’s Plans"”) shall be prepared for the planned improvements of the Premises (specifically including Phases 1, 2 and 3) by LandlordJune 1, 2007. Tenant may, at its sole cost election, permit Landlord to review and expense. provide input during the preparation of Tenant’s Plans and may provide Landlord with preliminary plans and Tenant agree specifications as they are made available to work together with Landlord's architect, Symmes Maini and McKex Xxxociates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before May 1, 2000Tenant. Upon receipt, Tenant Landlord shall have seven five (75) business days to comment upon the Landlord's PlansTenant’s Plans and shall be deemed approved in the event that Landlord fails to respond within such five (5) business day period. Landlord and Tenant shall use reasonable good faith, diligent efforts to reach agreement agree on the Landlord's Tenant’s Plans as soon thereafter as possiblein a timely manner. In reaching such agreement, Landlord and Tenant shall each approve portions of the Landlord's Tenant’s Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In connection with Landlord’s review of the Tenant’s Plans, or if Tenant fails to deliver Tenant’s Plans (or any modifications thereto) by the date set forth above, Landlord may require by prompt written notice to Tenant (i) modifications in Tenant’s Plans (i.e. if Tenant’s Plans are not compatible with Building), and/or (ii) an adjustment in the Scheduled Term Commencement Date (such adjustment to be determined by Landlord in its reasonable judgment). Landlord’s notice to Tenant shall include reasonable detail describing the cause of the adjustment and/or the extent of the incompatibility with reasonable specificity. Any such extension in time, whether mutually agreed to by Landlord and Tenant or determined by their respective architects in the event that Landlord's Plans conform with the PBBPof dispute pursuant to Section 3.6, but Tenant does shall result in Tenant’s Plan Delay Days as hereinbefore determined. In addition, Landlord will not approve Tenant’s Plans which involve any construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such readaptation shall be made prior to such termination without expense to Landlord's . All revisions and modifications to the Tenant’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall be forthwith furnished to Landlord upon Tenant’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall be forthwith furnished to Landlord upon Tenant’s receipt thereof. Landlord and Tenant hereby further agree to acknowledge in writing when final approval by Landlord and Tenant of Tenant’s Plans has occurred. No changes or modifications to Tenant’s Plans or Landlord’s Work being constructed by Landlord pursuant thereto shall be made without Tenant’s consent, such consent not to be unreasonably withheld or delayed by Tenant. Landlord shall have fifteen (15) days after final approval of Tenant’s Plans and Landlord’s receipt of final and complete sets of approved Tenant’s Plans, which such final approval has been acknowledged in writing by Landlord and Tenant as aforesaid, to price the Cost of Landlord’s Work. GCCI shall competitively bid each major trade item (as reasonably determined by Landlord) of Landlord’s Work with at least three qualified subcontractors and Tenant shall be permitted to review such bids on an “open-book” basis. Tenant shall approve such pricing within seven five (75) business days of receipt thereof of Landlord’s anticipated Cost (which will include the contractor’s fee set forth below) of Landlord’s Work, whereupon Landlord shall be released to commence the Landlord’s Work in accordance with the terms and provisions of this Lease. Landlord and Tenant shall cooperate during the above time periods so that each party makes the other aware of their progress with respect to the foregoing plans, selections and pricing, as well as timing, availability or cost constraints of Tenant’s selections or specifications and proposed alternates. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the Tenant may request changes to Landlord’s Work (as applicable) by altering, adding to, or deducting from Landlord, then ’s Work as set forth in the Outside Delivery agreed form of Tenant’s Plans (each such requested change is referred to herein as a “Change Order”). A Change Order requested by Tenant in Landlord’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Alteration Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Landlord’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Outside Delivery Date. Tenant shall have four (4) days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within four (4) days shall be extended deemed a rejection of the Change Order, in addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the cost of any such changes in the Landlord’s Work initiated by Tenant. Tenant shall pay to Landlord an amount equal to the actual Cost of Landlord’s Work (which Landlord anticipates should not vary from the pricing previously provided and approved by Tenant), plus any Change Orders less credits for any Landlord’s Work deleted, in excess of the Allowance set forth in Exhibit M (hereinafter, the “Cost of Landlord’s Work”). Included in all Costs shall be a contractor’s fee of six percent (6%). The Cost of Landlord’s Work shall be fully paid by Tenant (and/or credited against the Allowance) within fourteen (14) days of receipt of an invoice, but after all of the Allowance has been exhausted by Landlord, but in no event prior to the Commencement Date for the applicable Phase. Any work performed during the thirty (30) days prior to the Commencement Date for the applicable Phase or work on remaining punch list items which has not yet been initially billed to Landlord by Landlord’s subcontractors shall be thereafter billed by Landlord and paid by Tenant within fourteen (14) days of receipt of an invoice. In the event that Tenant requests a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Term Commencement Date, then Tenant shall be deemed to have agreed that it will pay Fixed Rent (as hereinafter provided in Section 4.1) and additional rent hereunder for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and its architect that architect, and agreed to by Tenant and Tenant’s architect, by which the Term Commencement Date was would be delayed by such Tenant's failure alterations or additions, giving due consideration to approve the Landlord's Plans within the required seven (7) business days’s obligation to use diligent efforts to accelerate construction to make up for lost time due to delays. Landlord agrees to promptly provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Alteration Delay Days as certified by Landlord and its architect. If Should Tenant and Tenant's ’s Architect disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.6 hereof. All Tenant improvements, changes and additions comprising the Landlord’s Work shall be part of the Premises (and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment and personal property (which such personal property shall include, without limitation, demountable partitions, equipment and telephone or computer systems), all of which fixtures, equipment and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term; and such other items shall be removed or left as hereinafter definedthe Landlord and Tenant agree in writing at the time of Landlord’s approval of the plans and specifications therefor. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph. Tenant (including its contractors, agents or employees) shall have access to the Premises, thirty (30) days prior to the Scheduled Term Commencement Date applicable to each Phase of the Premises so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; provided, however, Landlord consents to Tenant’s use of non-union labor (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be done or fixtures or equipment installed by Tenant in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. Attached hereto as Exhibit L is a Schedule of milestone dates for the completion of Landlord’s Work. The parties hereby agree, however, that such Schedule is for informational purposes only, and Landlord’s failure to meet any of such dates shall not result in any penalty, except or otherwise expressly provided for elsewhere in this Lease.
Appears in 1 contract
Samples: Non Disturbance and Attornment Agreement (Aspen Technology Inc /De/)
