Construction of the Tenant Improvements. Construction or installation of the Tenant Improvements shall be performed by a licensed general contractor or contractors selected by Tenant and approved by Landlord, such approval not to be unreasonably withheld or conditioned and shall be approved or denied within five (5) business days (the “Tenant’s Contractor,” whether one or more), pursuant to a written construction contract negotiated and entered into by and between the Tenant’s Contractor and Tenant and reasonably approved by Landlord. Landlord hereby approves of the following contractors if selected by Tenant for the Tenant Improvements: (i) ▇▇▇▇▇▇ Building Corporation, (ii) ▇▇▇▇▇, (iii) Corporate Contractors, (iv) Environmental, (v) Sierra Pacific, and (vi) KPRS. In addition, Landlord approves of ARC as the engineer for MEP work in connection with the Tenant Improvements. Landlord agrees that Tenant shall not be required to hire any union labor in connection with the Tenant Improvements; provided, however, Tenant hereby agrees that it shall not retain (or cause to be retained through its general contractor) any general contractor or subcontractor that will create any labor disharmony or disruption at the Building or Project and that Landlord shall be permitted to either disapprove of such general contractors or subcontractors and/or direct Tenant to immediately cease using any such general contractors and/or subcontractors that create any such labor disharmony or disruption; provided, however, Landlord agrees that Tenant shall have the right to cure any disharmony or disruption through maintenance of a dual gate system. Each such contract shall (i) obligate Tenant’s Contractor to comply with all non-discriminatory rules and regulations of Landlord relating to construction activities in the Building (a copy of the current construction rules and regulations being attached hereto as Exhibit B-1), (ii) name Landlord as an additional indemnitee under the provisions of the contract whereby the Tenant’s Contractor holds Tenant harmless from and against any and all claims, damages, losses, liabilities and expenses arising out of or resulting from the performance of such work, (iii) name Landlord as a beneficiary of (and a party entitled to enforce) all of the warranties of the Tenant’s Contractor with respect to the work performed thereunder and the obligation of the Tenant’s Contractor to replace defective materials and correct defective workmanship for a period of not less than one (1) year following final completion of the work under such contract, and (iv) evidence the agreement of the Tenant’s Contractor that the provisions of the Lease shall control over the provisions of the contract with respect to distribution or use of insurance proceeds, in the event of a casualty during construction. Prior to commencement of construction of the Tenant Improvements, Tenant’s Contractor shall provide Tenant with an estimate of the total cost to construct and install the Tenant Improvements (the “Construction Estimate”). Tenant acknowledges and understands that all roof penetrations involved in the construction of the Tenant Improvements must be performed by the Landlord’s Building roofing contractor; provided, however, if such Landlord designated contractors are not providing commercially reasonable prices or are not reasonably available, then Landlord agrees to consult with such contractors in order to resolve such issues. All costs, fees and expenses incurred with such contractor in performing such work shall be a cost of the Tenant Improvements, payable in accordance with the provisions of this Exhibit B. Tenant or Tenant’s Contractor or any of Tenant’s other agents shall not be responsible for the costs of parking, loading docks, water, gas, electricity, sewer or other utilities used or consumed at the Premises during the construction of the Tenant Improvements and Tenant’s initial move into the Premises; provided, however, Landlord shall be permitted to charge Tenant for heating, ventilation and air conditioning furnished at Tenant’s request outside of normal Business Hours at Landlord’s standard charge for such overtime HVAC on an hourly basis (which such standard charge being equal to $75.00 per hour, as such charge may increase in accordance with the Lease). Tenant shall not be charged for the use of the restrooms during the construction of the Tenant Improvements. Tenant specifically agrees to carry, or cause the Tenant’s Contractor to carry, during all such times as the Tenant’s work is being performed, insurance in accordance with the requirements of Paragraph 8(d) of this Lease. Tenant shall not commence construction of the Tenant Improvements until Landlord has issued to Tenant a written authorization to proceed with construction (which Landlord shall be obligated to provide within five (5) business days) after Tenant has delivered to Landlord’s construction representative (i) certificates of the insurance policies described above, (ii) copies of all permits required for construction of the Tenant Improvements and a copy of the permitted Final Plans as approved by the appropriate governmental agency, and (iii) a copy of each signed construction contract or a letter of intenat for the Tenant Improvements (a copy of each subsequently signed contract shall be forwarded to Landlord’s construction representative without request or demand, promptly after execution thereof and prior to the performance of any work thereunder). All of the construction work shall be the responsibility of and supervised by Tenant.
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Sources: Office Lease (Honest Company, Inc.)
Construction of the Tenant Improvements. (a) The Landlord shall provide all necessary labor and materials and perform any and all the work required for construction of the Tenant’s laboratory and office facility including machinery, fixtures and equipment to be constructed and other improvements to be installed by Landlord in the Leased Premises in order to ready the same for Tenant’s occupancy (the “Tenant Improvements”), all as shown on the Plans (as defined hereafter) to be prepared by Tenant’s architect (“Architect”). Landlord shall have seven (7) business days after receipt of the Architect’s Plans (which shall be delivered to Landlord in accordance with the Notices provision of the Lease) to approve or deny approval of the Plans. In the event Landlord does not approve the Plans, Landlord shall advise Tenant with specificity of the reason or reasons for disapproval. Landlord shall have seven (7) business days to approve Plans when resubmitted. If Landlord does not accept the Plans following the second seven (7) business day period, then the parties agree to negotiate in good faith until both parties reach an agreement on the Plan. If the parties do not reach an agreement on the Plans within ten (10) business days following the second seven (7) business day period, the matter shall be submitted to decision by a third party architect consistent with the procedure set forth in Section 3.2(a) for deadlocks concerning the Construction Budget. If Landlord does not respond within any seven (7) business day period following submission of the Plans, or installation fails to specify the reason or reasons for disapproval, Tenant shall send Landlord a reminder notice, and if Landlord does not respond, or fails to specify the reason or reasons for disapproval within forty eight (48) hours from receipt of the reminder notice, the Plans are deemed to be approved. Tenant Improvements shall also be deemed to include anything that runs above the ceiling, below the floor, or within the walls, even if installed and paid for by Tenant. At the end of the Term, title to Tenant’s Improvements shall pass to Landlord without compensation. Tenant’s designated representative for all work pertaining to the Tenant Improvements shall be performed by a licensed general contractor or contractors selected by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇ ▇▇▇▇ LaSalle (“Tenant’s Representative”). Tenant shall have ability to change Tenant’s Representative with notice to Landlord. Landlord shall supervise and approved by direct the work on the Tenant Improvements using Landlord’s best skill and attention, such approval and Landlord shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the work on the Tenant Improvements. Landlord warrants to the Tenant that all materials and equipment not already existing in the Building, and to be unreasonably withheld incorporated in the Tenant Improvements, will be new and that on the date of Substantial Completion, all work on the Tenant Improvements will be of good quality, free from known faults and defects, and in substantial conformity with the approved Plans, provided that Landlord shall not make substitutions except in accordance with the Substitution Standards defined in Section 3.2(b). All materials and equipment not already existing in the Building shall be delivered in good working order and condition.
(b) Tenant shall be responsible for the design and installation of its data and communication systems. Landlord shall install the wiring for such systems per Tenant’s design, and, except as provided below, the cost thereof shall be added to the construction budget as defined below. Tenant shall be responsible for the procurement and installation of its furniture and other personal property, unless otherwise set forth herein. Tenant’s vendors and Landlord’s subcontracted trades shall coordinate project scope and schedule. Notwithstanding anything to the contrary contained herein, Landlord shall be responsible for replacing (at Landlord’s cost) the data and telecommunications cabling providing service to the cubicles within the Leased Premises (but not the cabling providing service to the offices or conditioned the labs, or to furniture, but shall coordinate wiring to cubicle furniture) and the cost for such replacement shall not be considered part of the Allowance. Tenant shall be responsible for providing and installing its furniture at its sole cost and expense.
(a) Landlord shall complete the construction of the Leased Premises in a good and workmanlike manner and in substantial accordance with plans and specifications (“Plans”) to be prepared by the Architect, however, Landlord shall not make any substitutions except in accordance with the Substitution Standards. The Plans shall be provided to Landlord on or before September 19, 2011, and shall be approved in sufficient detail to permit Landlord to apply for a building permit for the Tenant Improvements (which Landlord shall do within five (5) business days), and to prepare a construction budget for the construction of the Tenant Improvements (“Construction Budget”). The Construction Budget shall be provided to Tenant fifteen (15) business days after the Plans are approved. The Construction Budget shall include each trade by line item, and set forth the lump sum amount payable by Tenant to Landlord for the construction of the Tenant Improvements, which amount shall include Landlord’s ▇▇▇▇-up of 2% for general conditions, 7% overhead and 5% profit, except as pertains to work performed by Landlord itself or denied any affiliate of Landlord. In consideration of this ▇▇▇▇-up, Landlord shall perform all services that are ordinarily provided by a construction manager/general contractor for the construction of Tenant Improvements. The only exception to the lump sum amount shall be the actual fees charged by the Township of Cranbury for construction permits, which will not be determined by the municipality until after the Landlord applies for the construction permits and shall be paid by Tenant as set forth hereafter. Landlord shall submit the Construction Budget to Tenant for its approval. Tenant shall give written notice to Landlord within five (5) business days of receipt, as to whether or not the Construction Budget is acceptable. If Tenant does not accept the Construction Budget during such five (5) business day period, then the parties agree to negotiate in good faith until both parties reach an agreement on the Construction Budget. If the parties do not reach an agreement on the Construction Budget within ten (10) business days, the matter shall be resolved by the Landlord’s and Tenant’s architects agreeing on the name of another New Jersey estimator, who shall be unaffiliated with Landlord or Tenant, to approve the Construction Budget. The third party estimator shall be instructed to make his or her determination within ten (10) days of the referral of the matter. The party whose most recent Construction Budget proposal most widely varies from the decision of the third party estimator shall pay the fee of the third party estimator. If Landlord’s and Tenant’s architects cannot agree on the selection of a third party estimator, each party shall select its own estimator and shall pay the fee of its estimator. If both estimates are within ten percent (10%) of each other, they shall be averaged. If not within ten percent (10%), the two estimators will select a third estimator whose estimate shall be binding, unless it is not within the amount of the first two estimates, in which case the three estimates shall be averaged. Landlord shall not be obligated to order any equipment or commence work until the Construction Budget has been approved. A complete set of the agreed upon Plans, and the agreed upon Construction Budget, shall be initialed by and distributed to Landlord and Tenant.
(b) Neither the Construction Budget nor the Plans shall be changed or altered in any way except by change order approved in writing by Landlord and Tenant (“Change Order”). All Change Orders shall be valid and binding upon Landlord and Tenant only if authorized by written Change Order signed prior to commencement of the work on the Tenant Improvements reflected thereby. If Tenant requests a change to the Plans, Landlord will prepare a Change Order, submit it to Tenant, and if not approved by Tenant within 2 business days, work on the Tenant Improvements shall continue as if the Change Order had never been requested. The cost or credit to the Tenant due to any Change Order shall be determined per the terms of such Change Order. Change Order ▇▇▇▇-up shall be no greater than 2% for general conditions, 7% overhead and 5% profit. In the event the Change Order increases the cost set forth in the Construction Budget, then the cost plus ▇▇▇▇-up shall be added to the next payment coming due under Section 3.4 hereof. The Landlord shall have the right to substitute for the materials and equipment required by the Plans, materials and equipment of equal quality and standard, provided said substitutions conform with applicable building codes, meet any specification or tolerance set forth in the Plans, and are communicated to, and reasonably approved by, Tenant in writing (the “Substitution Standards”). Each and every Change Order shall state whether the change will entail a delay in the date of Substantial Completion and the length of the delay. Any Change Order requested by Tenant which results in a delay to the date of Substantial Completion shall not delay the date for the commencement of the payment of rent so long as the delay and its extent were identified in the change order.
(c) Landlord will have no obligation to bid any of the work constituting Tenant Improvements except Landlord shall provide Tenant with the scope of work to be performed by the following trades: HVAC, electric, carpet and paint during the Construction Budget approval process described in Section 3.2 (a) hereof.
(a) The cost of construction permits and for all other permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Tenant Improvements shall be added to the Construction Budget. Landlord shall obtain a temporary or permanent Certificate of Occupancy or Certificate of Acceptance after the Tenant Improvements have been completed. Landlord shall not, however, be responsible for securing any environmental or operating permits or certifications which are required in order for Tenant to actually conduct its business. If a temporary Certificate of Occupancy is issued, Landlord shall diligently complete any requirements of, and shall meet any deadlines specified in, any such temporary Certificate of Occupancy.
(b) After construction is complete, Tenant shall be responsible for all costs related to the reproduction of “as built” Plans. In all instances where Plans are required, Tenant shall provide Landlord with a CAD file.
(a) Landlord shall provide Tenant with an allowance (“Allowance”) of fifty percent of the cost of construction of Tenant Improvements, not to exceed a maximum of $450,000.00 (Four Hundred Fifty Thousand Dollars). The entire cost of the improvements, other than the Allowance, shall be the responsibility of Tenant (“Tenant’s Contractor,” whether one or moreCost Share”). Tenant shall pay to Landlord, within the later of (i) five (5) business days of Landlord’s commencement of work on Tenant Improvements, and (ii) ten (10) business days after Landlord has invoiced Tenant, a sum equal to 25% of Tenant’s Cost Share to secure initial orders, materials and resources. If Tenant fails to make such payment on date it is due pursuant to a written construction contract negotiated the previous sentence, Landlord shall not be obligated to continue work on Tenant Improvements. Thirty (30) days after Landlord’s commencement of work, and entered into by and between each thirty days thereafter, until paid in full, Tenant shall pay to Landlord, within ten (10) business days after receipt of Landlord’s invoice, the Tenant’s Contractor and Tenant equivalent percent of completed work as reviewed and reasonably approved by Landlordthe Architect and Tenant’s Representative. If Tenant fails to make any such payment within five days after the date when due, Landlord hereby approves shall have the right to stop work. Notwithstanding the foregoing, if Substantial Completion of Tenant Improvements occurs prior to the date any of the following contractors if selected by foregoing payments are due, Tenant for shall, within ten (10) business days of Landlord’s notice to Tenant of Substantial Completion, pay to Landlord a sum equal to the remaining balance of Tenant’s Cost Share. Any failure of Tenant in making any payment due under this section shall constitute a default under this Lease, but shall not delay the Commencement Date of this Lease, which shall be the Commencement Date set forth above in Section 2; or any of Tenant’s obligations hereunder including, without limitation, Tenant’s obligation to pay all Rent. In the event that Tenant fails to pay to Landlord, upon Substantial Completion of the Tenant Improvements: , a sum equal to the remaining Tenant’s Cost Share, such failure shall constitute a default under this Lease unless and until cured; and Tenant shall commence payment of all Rent; and Landlord shall be entitled to all rights and remedies available hereunder, at law or in equity, which rights shall be cumulative. All sums so owing to Landlord shall constitute Additional Rent and shall be subject to the imposition of late charges as provided in this Lease.
(ib) ▇▇▇▇▇▇ Building CorporationApart from extensions of time for delays and extensions of the Commencement Date for the payment of rent, (ii) ▇▇▇▇▇no payment or allowance of any kind shall be claimed by Tenant, (iii) Corporate Contractors, (iv) Environmental, (v) Sierra Pacific, and (vi) KPRS. In addition, or made to the Landlord approves as compensation for damages on account of ARC as any delay from any cause in the engineer for MEP work in connection with Substantial Completion of the Tenant Improvements, whether such delay be avoidable or unavoidable, anything in this Agreement inconsistent herewith or to the contrary notwithstanding.
3.5 During construction of Tenant Improvements, Tenant’s Representative shall inspect the site no less frequently than once a week and verify and agree that the work in progress has been completed in a manner acceptable to both Landlord and Tenant.
3.6 The Tenant Improvements shall be commenced upon approval by governmental entities having jurisdiction therefore and, subject to authorized adjustments, Substantial Completion shall be achieved on or about the date set forth in Section 2.1. As used herein the term “Substantial Completion” shall mean that the Leased Premises have been built and completed in substantial conformity with the Plans, and a temporary or permanent certificate of occupancy or a temporary or permanent certificate of acceptance (“CO/CA”) has been issued permitting Tenant to use and occupy the Leased Premises, even though minor details, adjustments or punch list items which shall not materially impair Tenant’s use and enjoyment of the Leased Premises may not have been finally completed, but which work Landlord agrees shall be diligently pursued to final completion. Tenant shall allow Landlord and its contractors to enter the Leased Premises during normal working hours after issuance of the CO/CA to complete remaining minor work or punch list items. Landlord agrees that shall cooperate with Tenant to coordinate the completion of the punch list items to avoid disruption to Tenant’s business and research operations, provided Landlord shall not be required to hire any use overtime or union labor in connection with labor. It is agreed that for the Tenant Improvements; providedpurpose of this Lease, howeverwherever and whenever the term Substantial Completion is used, Tenant hereby agrees that it shall not retain include items of maintenance, service, punch list, or guarantee. If the date of Substantial Completion occurs on a day other than the first day of a month, rent from such day until the first day of the following month shall be prorated (or cause at a rate of 1/30th of the monthly rent per day). During said period of partial monthly occupancy, all other terms and conditions of this Lease shall apply. In the event Substantial Completion is delayed due to the failure of the Architect to deliver Plans by the date set forth herein, the Commencement Date shall be deemed to be retained through its general contractor) any general contractor or subcontractor that will create any labor disharmony or disruption at the Building or Project and that Landlord shall be permitted to either disapprove of such general contractors or subcontractors and/or direct Tenant to immediately cease using any such general contractors and/or subcontractors that create any such labor disharmony or disruption; providedMarch 1, however, Landlord agrees that Tenant shall have the right to cure any disharmony or disruption through maintenance of a dual gate system2012. Each such contract shall (i) obligate Tenant’s Contractor to comply with all non-discriminatory rules and regulations of Landlord relating to construction activities in the Building (a copy of the current construction rules and regulations being attached hereto as Exhibit B-1), (ii) name Landlord as an additional indemnitee under the provisions of the contract whereby the Tenant’s Contractor holds Tenant harmless from and against any and all claims, damages, losses, liabilities and expenses arising out of or resulting from the performance of such work, (iii) name Landlord as a beneficiary of (and a party entitled to enforce) all of the warranties of the Tenant’s Contractor with respect to the work performed thereunder and the obligation of the Tenant’s Contractor to replace defective materials and correct defective workmanship for a period of not less than one (1) year following final completion of the work under such contract, and (iv) evidence the agreement of the Tenant’s Contractor that the provisions of the Lease shall control over the provisions of the contract with respect to distribution or use of insurance proceeds, in In the event of a casualty during construction. Prior to commencement of construction of the Substantial Completion is before March 1, 2012, Base Rent (as defined below) shall not start until March 1, 2012.
3.7 Provided Tenant Improvementsis not in default beyond any applicable cure period, Tenant’s Contractor shall provide Tenant has provided Landlord with an estimate of the total cost to construct and install the Tenant Improvements (the “Construction Estimate”). Tenant acknowledges and understands that all roof penetrations involved in the construction of the Tenant Improvements must be performed by the Landlord’s Building roofing contractor; provided, however, if such Landlord designated contractors are not providing commercially reasonable prices or are not reasonably available, then Landlord agrees to consult with such contractors in order to resolve such issues. All costs, fees and expenses incurred with such contractor in performing such work shall be a cost of the Tenant Improvements, payable in accordance with the provisions of this Exhibit B. Tenant or Tenant’s Contractor or any proof of Tenant’s other agents shall insurance as required hereunder, and does not be responsible for the costs of parking, loading docks, water, gas, electricity, sewer or other utilities used or consumed at the Premises during the construction of the Tenant Improvements and Tenant’s initial move into the Premises; provided, however, Landlord shall be permitted to charge Tenant for heating, ventilation and air conditioning furnished at Tenant’s request outside of normal Business Hours at interfere with Landlord’s standard charge for such overtime HVAC on an hourly basis (which such standard charge being equal to $75.00 per hourcontractors and subcontractors, as such charge Tenant may increase in accordance with the Lease). Tenant shall not be charged for the use of the restrooms during the construction of the Tenant Improvements. Tenant specifically agrees to carry, or cause the Tenant’s Contractor to carry, during all such times as the Tenant’s work is being performed, insurance in accordance with the requirements of Paragraph 8(d) of this Lease. Tenant shall not commence construction of the Tenant Improvements until Landlord has issued to Tenant a written authorization to proceed with construction (which Landlord shall be obligated to provide within five (5) business days) after Tenant has delivered to Landlord’s construction representative (i) certificates of the insurance policies described above, (ii) copies of all permits required for construction of the Tenant Improvements and a copy of the permitted Final Plans as approved by the appropriate governmental agency, and (iii) a copy of each signed construction contract or a letter of intenat for the Tenant Improvements (a copy of each subsequently signed contract shall be forwarded to Landlord’s construction representative without request or demand, promptly after execution thereof and prior to the performance of any work thereunder). All of the construction work shall be the responsibility of and supervised by Tenant.enter
Appears in 1 contract