Alterations, Additions, and Improvements Tenant shall not make any alterations, additions or improvements which affect the structure of the Building or which decrease the square footage of the Building or which reduce the value of the Premises, in each case without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the above, and provided Tenant complies with all Legal Requirements in connection therewith, Tenant shall have the right at all times to make all other alterations, additions or improvements to the Building without Landlord’s prior written approval. Tenant shall not be required to restore any alterations or additions permitted under this paragraph to the Premises or remove improvements at the end of the Term. All alterations, additions and improvements permitted under this paragraph or consented to in writing by Landlord are referred to as “Permitted Alterations”. All alterations, additions or improvements made by Tenant which are permanently attached to and made part of the Premises shall become the property of Landlord at the expiration of the Term, except for signs, trade fixtures, furnishings, machinery and equipment used in or on the Premises and furnished by Tenant which Tenant may remove, provided Tenant repairs any damage to the Premises caused thereby (reasonable and ordinary wear and tear excepted). For federal income tax purposes, Tenant’s signs, trade fixtures and furnishings are defined herein as equipment. Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant for use in the Premises, which claims are or may be secured by any mechanics’ or materialmen’s lien against the Premises or any interest therein.
Construction of the Improvements (a) Prior to ▇▇▇▇▇▇’s execution of the construction contract (the “Contract”) with a general contractor to be selected by ▇▇▇▇▇▇ and approved by Landlord (“Contractor”), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall advise Tenant as soon as reasonably practical, and in all events, within ten (10) business days after ▇▇▇▇▇▇▇▇’s receipt of the Contract if the same is unsatisfactory or incomplete in any respect in ▇▇▇▇▇▇▇▇’s commercially reasonable discretion. If Tenant is so advised, Tenant shall promptly revise the Contract in accordance with such review and any such disapproval of Landlord in connection therewith. Prior to the commencement of the construction of the Improvements, and after Tenant has accepted all bids for the Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred in connection with the design and construction of the Improvements to be performed by or at the direction of Contractor, Tenant or the Construction Manager, which costs form a basis for the amount of the Contract and any other architectural, engineering, design, construction or procurement contracts entered into by or on behalf of Tenant for the design, construction or fit-out of any portion of the Improvements (the “Final Costs”). Prior to the commencement of construction of the Improvements, Tenant shall supply Landlord with cash, an irrevocable letter of credit, or such other financial assurance that is satisfactory to the Landlord in an amount (the “Over- Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Improvements shall change, unless, even with such change, the Final Costs are less than the amount of the Tenant Improvement Allowance, any additional costs necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Section 3.3 below, for Landlord’s approval, prior to Tenant paying such costs. If the total actual costs relating to the design and construction of the Improvements shall be less than the sum of the Tenant Improvement Allowance and the Over-Allowance Amount, and if the Tenant delivered the Over-Allowance Amount in cash, then the Landlord shall reimburse the Tenant for the amount of such difference, but not more than the Over-Allowance Amount. Notwithstanding anything set forth in this Section 3 to the contrary, construction of the Improvements shall not commence until (a) Landlord has approved the Contract, (b) Tenant has procured and delivered to Landlord a copy of all Permits and Approvals, (c) Tenant has delivered to Landlord the Over-Allowance Amount, and (d) MLB PDL shall have provided written confirmation that the Improvements as shown on the Approved Working Drawings would cause the Ballpark to be in compliance with the PDL Facility Standards; provided that the Ballpark’s compliance with the PDL Facility Standards shall only be confirmed after an official audit has been completed of the Ballpark and the Improvements.
(b) The parties agree that, for the purpose of achieving cost savings, except for structural alterations to the Ballpark, Tenant may seek bids for and procure the Improvements listed on Exhibit D directly rather than under the Contract through the Contractor and involving the Architect.
(c) ▇▇▇▇▇▇’s Construction Manager, Contractor, and all subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor and Construction Manager to be known collectively as “Tenant’s Agents”) shall construct the Improvements in strict accordance with the Approved Working Drawings. Tenant shall exercise commercially reasonable efforts to cause the Improvements to be completed prior to the 2026 Baseball Season. The Improvements shall comply in all respects with the following: (i) all applicable building codes, and other state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and
MAINTENANCE, REPAIRS, OR ALTERATIONS The Tenant shall, at their own expense and at all times, maintain premises in a clean and sanitary manner, and shall surrender the same at termination hereof, in as good condition as received, normal wear and tear excepted. The Tenant may not make any alterations to the leased premises without the consent in writing of the Landlord. The Landlord shall be responsible for repairs to the interior and exterior of the building. If the Premises includes a washer, dryer, freezer, dehumidifier unit and/or air conditioning unit, the Landlord makes no warranty as to the repair or replacement of units if one or all shall fail to operate. The Landlord will place fresh batteries in all battery-operated smoke detectors when the Tenant moves into the premises. After the initial placement of the fresh batteries it is the responsibility of the Tenant to replace batteries when needed. A monthly "cursory" inspection may be required for all fire extinguishers to make sure they are fully charged.
BUILDER’S RISK FOR CONSTRUCTION RENOVATION PROJECTS If the project is CONSTRUCTION RENOVATION of an existing structure, and the State has already determined that Contractor will not be obligated to obtain and maintain Builder’s Risk insurance, then the following provisions apply:
(1) The State will maintain property insurance upon the construction site and will not require Contractor to purchase and maintain Builder's Risk Insurance upon the entire work at the site.
(2) The decision of the State to waive the requirement that the Contractor maintain builder’s risk coverage does not waive Contractor’s liability for damage to the State’s real and personal property. Contractor’s liability for loss to the State’s real and personal property will be limited to the first $100,000 of each and every property loss at the work site provided such loss is covered under the State’s property insurance coverage. If the Contractor elects to meet this obligation by purchase of commercial insurance, this insurance shall name the Contractor and the State of Vermont as Named Insureds and shall include the interests of the Contractor and Subcontractors. Other parties shall be insured as the State may reasonably require.
(3) Contractor shall effect and maintain insurance on portions of the work stored off-site, on site and in transit. Boiler & Machinery Insurance may be used in conjunction with this coverage if it is required to meet the testing requirement. The cost of any deductible applicable to loss covered by insurance provided hereunder shall be borne by the Contractor.
(4) Except as provided for in 11.2.2 (1)-(3) above the State and Contractor waive all rights against each other and the Subcontractor, Sub-subcontractors, agents and employees of the other.
Construction of the Tenant Improvements (a) Tenant shall construct and install the Tenant Improvements in a good and workmanlike manner, in compliance with all Laws and in accordance with this Exhibit B. Tenant’s proposed architect/engineer, general contractor, and fire protection, plumbing, HVAC and electrical subcontractors are subject to Landlord’s prior approval. Promptly following the selection and approval of the architect/engineer, Tenant shall forward to said architect/engineer (and copy Landlord on the transmittal) Landlord’s building standards heretofore delivered to Tenant, and Tenant shall cause said architect/engineer to comply with said building standards. Promptly following the selection and approval of the general contractor, Tenant shall forward to said general contractor (and copy Landlord on the transmittal) Landlord’s fire protection, plumbing, HVAC and electrical specifications and Landlord’s rules of conduct, all of which have been delivered to Tenant prior to the date of this Lease, and Tenant shall cause said general contractor to comply with said specifications and rules of conduct. At Landlord’s request, Tenant shall coordinate a meeting among Landlord (who will reasonably make its representative available for such meeting), Tenant and Tenant’s general contractor to discuss the Building systems and other matters related to the construction of the Tenant Improvements.
(b) Promptly following the date hereof, Tenant shall prepare and submit to Landlord a set of permittable construction drawings (the “CDs”), based on the preliminary plans attached hereto as Exhibit B-2 and made a part hereof (the “Preliminary Plans”), covering all work to be performed by Tenant in constructing the Tenant Improvements. Tenant shall have no right to make any Tenant Improvements that would materially alter the exterior appearance of the Building or the Building systems without Landlord’s prior approval. Landlord shall have fifteen (15) days after receipt of the CDs in which to review the CDs and in which to give Tenant written notice of its approval of the CDs or its requested changes to the CDs in reasonably sufficient detail so as to allow Tenant to make the requested changes (provided that Landlord shall not be permitted to request a change that is inconsistent with the Preliminary Plans). If Landlord requests any changes to the CDs, Tenant shall make such changes and shall, within fifteen (15) days of its receipt of Landlord’s requested changes (if any), submit the revised portion of the CDs to Landlord. Landlord shall have five (5) business days after receipt of the revised CDs in which to review said revised CDs and in which to give to Tenant written notice of its approval of the revised CDs or its requested changes thereto. This process shall continue until such time, if at all, that Landlord approves the CDs in accordance with this Section 2. Tenant shall at all times in its preparation of the CDs, and of any revisions thereto, act reasonably and in good faith. Landlord shall at all times in its review of the CDs, and any revisions thereto, act reasonably and in good faith.