TI Allowance. Landlord shall make available for the payment of the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4.
Appears in 2 contracts
Sources: Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Sigilon Therapeutics, Inc.)
TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement allowance a I Iowa nee (the collectively, “TI Allowance”) as follows:
1. first, Landlord shall provide and disburse a “Tenant Improvement Allowance” in the maximum amount of $190.00 [***] per rentable square foot of in the 8000 VMR Premises, or $4,321,740.00 [***] in the aggregate, which is included in the Base Rent set forth in the Lease; and
2. Within 5 business days of receipt then, upon full disbursement of the Budget from LandlordTenant Improvement Allowance, Landlord shall provide and disburse an “Additional Tenant Improvement Allowance” in the maximum amount of $[***] per rentable square foot in the 8000 VMR Premises, or $[***] in the aggregate, which shall, to the extent used, result in adjustments to the Base Rent as set forth in the Lease. Before commencing the Tenant Improvements, Tenant shall notify Landlord in writing how much of the TI Additional Tenant Improvement Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) Such election shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. discretion The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the design and construction of the Tenant Improvements improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or ), (ii) the design and construction of any approved Changes pursuant to Section 4, (iii) full assessment of the vapor/moisture of the flooring of the 8000 VMR Premises and, if necessary, the repair of such flooring to Tenant’s satisfaction, and (iv) the reasonable costs of space planning, architectural, engineering, and construction management fees. Regardless of the timing incident to the approval of the TI Design Drawings and the TI Construction Drawings as set forth in Sections 2(b) and 2(c) above, respectively, in no event whatsoever shall Tenant have any right to any portion of the TI Allowance that is not disbursed before the last day of the month that is 18 months after the Commencement Date of the Lease (“Disbursement Deadline”). If all or any portion of the TI Allowance is not disbursed by the Disbursement Deadline, for purpose of calculating the Base Rent and adjustments thereto under the Lease, Tenant shall be deemed to have been disbursed the entire amount of the TI Allowance by the Disbursement Deadline. As a result, the Base Rent for the 8000 VMR Premises shall be adjusted as though Tenant had been disbursed the entire amount of the TI Allowance by the Disbursement Deadline.
Appears in 2 contracts
Sources: Lease Agreement (NextCure, Inc.), Lease Agreement (NextCure, Inc.)
TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement allowance (the “TI Allowance”) of $190.00 175.00 per rentable square foot of the Premises, or $4,321,740.00 2,676,100 in the aggregate. Within 5 business days of after receipt of notice of Landlord’s approval of the Budget from LandlordBudget, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) Such election shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may not be granted unreasonably withheld or withheld in Landlord’s sole and absolute subjective discretiondelayed. The TI Allowance shall be disbursed in accordance with this Work Letter. In addition to the TI Allowance, Landlord shall reimburse Tenant up to $0.15 per usable square foot of the Premises for actual costs incurred by Tenant for the preparation by Tenant’s interior design firm of a test fit of the Premises. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4; provided, however that any portion of the TI Allowance not required for the items listed in subsections (i) or (ii) above, may be used by Tenant for the payment of architectural, engineering and other consultant fees incurred by Tenant in connection with the Tenant Improvements and other expenses incurred by Tenant for improvements which shall remain in the Premises and will be useable by future tenants following the expiration or earlier termination of the Term of the Lease. Tenant shall have no right to any portion of the TI Allowance that is not disbursed before the last day of the month that is 12 months after the Commencement Date.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (Ligand Pharmaceuticals Inc)
TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement allowance (collectively, the “"TI Allowance”") as follows:
1. a "Tenant Improvement Allowance" in the maximum amount of $190.00 17.50 per rentable square foot in the Second Expansion Premises, which is included in the Base Rent set forth in the Lease; and
2. an "Additional Tenant Improvement Allowance" in the maximum amount of $10.00 per rentable square foot in the Second Expansion Premises, which shall, to the extent used, result in Second Expansion Premises TI Rent as set forth in Section 4(c) of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretionFourth Amendment. The TI Allowance shall be disbursed in accordance with this Second Expansion Premises Work Letter. Tenant shall have no right to the use or benefit (including any reduction except as provided below with respect to or payment of Base Rentthe Tenant Improvement Allowance) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4. Except as provided in the immediately following sentence, Tenant shall have no right to any portion of the TI Allowance that is not disbursed before the last day of the month that is 12 months after the Second Expansion Premises Commencement Date (“Allowance Expiration Date”). A portion of the Tenant Improvement Allowance remaining unused as of the Allowance Expiration Date, up to $7.50 per rentable square foot of the Second Expansion Premises, shall be applied to Base Rent coming due following the Allowance Expiration Date pursuant to a schedule reasonably acceptable to Landlord and Tenant until such unused portion of the Tenant Improvement Allowance (up to $7.50 per rentable square foot of the Second Expansion Premises) has been exhausted.
Appears in 1 contract
Sources: Lease Agreement (Fluidigm Corp)
TI Allowance. Landlord shall make available for the payment of agrees to provide Tenant the TI Costs a tenant improvement allowance Allowance as described in Section 1 of this Lease for third party, out-of-pocket costs incurred by Tenant in designing and constructing, and moving to, the Initial Leasehold Improvements; provided, however, that (the “TI Allowance”i) of no more than $190.00 6.00 per rentable square foot of the Premises, or $4,321,740.00 Net Rentable Area contained in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much Premises of the TI Allowance Tenant has elected to receive from Landlord may be applied towards soft costs (i.e., space planning/interior architecture, the preparation of working drawings, including mechanical, electrical and plumbing drawings, code compliance review, third party project management services, and other consultants fees associated with preparation of working drawings) and engineering (“Design Costs”) and towards Tenant’s technology expenses (i.e., voice and data cabling and/or security) (“Technology Expenses”)and (ii) no more than $2.00 per square foot of Net Rentable Area contained in the Premises of the TI Allowance Electionmay be applied towards Tenant’s moving expenses (“Moving Expenses”). The TI Allowance must be spent by Tenant by the last day of the sixth month following the Commencement Date. During this sixth-month period, any remaining amounts of the TI Allowance not previously advanced to Tenant will be applied to Basic Rental due during such months under this Lease. The portions of the TI Allowance not applied to Design Costs, Moving Expenses or Technology Expenses shall be funded in installments (no more frequently than once per month on the fifth day of each month) following Landlord’s receipt of Tenant’s written draw request (which draw request in respect of each month shall be submitted on or before the fifth day of the preceding month), accompanied by the following: (a) unconditional progress lien waivers from the General Contractor and all contractors whose work is the subject of such draw request, (b) reasonable supporting detail in AIA G702 format, with copies of such back-up materials which Tenant receives from the Tenant’s Contractor, (c) a copy of the certificate of Tenant’s construction manager or Architect certifying to Tenant that Tenant’s Work has been completed to the extent represented by the draw request; providedand (d) evidence of payment made by Tenant to such third parties. The portions of the TI Allowance applied to Design Costs, however that if Moving Expenses and Technology Expenses shall be funded in installments as costs are incurred by Tenant does not elect no more frequently than monthly upon submission to Landlord of invoices evidencing the incurrence of such costs. If the total costs of Tenant’s Work, Design Costs, Moving Expenses and Technology Expenses exceed the TI Allowance, the excess shall be at Tenant’s sole cost and expense, and shall be funded on a pro rata basis, monthly, as construction progresses with each advance by Landlord. Landlord’s pro rata share shall be equal to the percentage obtained by dividing the TI Allowance by the total costs of Tenant’s Work, Design Costs and estimated Moving Expenses and Technology Expenses, which estimate may change from time to time. Tenant’s pro rata share shall equal 100% minus Landlord’s pro rata share. If Landlord fails to timely fund installments of the TI Allowance, as set forth above, Tenant shall deliver a Conspicuous Notice to Landlord notifying Landlord of such failure. If Landlord fails to fund such installments of the TI Allowance within ten days of Landlord’s receipt of the Conspicuous Notice, then, without limiting any other remedy available to Tenant under this Lease on account of such default, in lieu of its receipt of such installments, Tenant may, at its election, offset the amount of such installments, plus interest at the prime rate on the unpaid balance of the TI Allowance, against its next accruing payment(s) of Basic Rental hereunder until the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if anytogether with all interest thereon, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of has been recouped by Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4.
Appears in 1 contract
Sources: Office Lease (Plains Capital Corp)
TI Allowance. Landlord shall make available for the payment of the TI Costs to Tenant a tenant improvement allowance not to exceed Seven Thousand Two Hundred Twenty-Four and 69/100 Dollars ($7,224.69) (the “TI Allowance”) to perform the work described on Exhibit B (the “New Tenant Improvements”). Tenant shall cause the New Tenant Improvements to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit B (the “Work Letter”) at a cost to Landlord not to exceed the TI Allowance.
(a) The TI Allowance may be applied to the costs of $190.00 per rentable square foot (i) construction, (ii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (iii) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the PremisesNew Tenant Improvements, or $4,321,740.00 in the aggregateand (iv) costs and expenses for labor, material, equipment and fixtures. Within 5 business days of receipt of the Budget from Landlord, Tenant In no event shall notify Landlord in writing how much of the TI Allowance be used for (x) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (xi) payments to Tenant has elected to receive or any affiliates of Tenant, (xii) the purchase of any furniture, personal property or other non-building system equipment, (xiii) costs resulting from Landlord any default by Tenant of its obligations under the Lease or (xiv) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).
(b) Tenant shall have until the date that is twelve (12) months after the Execution Date (the “TI Allowance ElectionDeadline”); provided, however that if Tenant does not elect the full amount to submit a Fund Request (as defined in Section 6.3 of the TI Allowance in Work Letter) for the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction unused portion of the amount elected in the TI Allowance Election from the TI Allowance, after which date Landlord’s obligation to be made available fund such costs shall expire.
(c) In no event shall any unused TI Allowance entitle Tenant to pay for a credit against Rent payable under this Lease. Tenant shall deliver to Landlord (a) if required by the Tenant Improvements scope of worked included as part of the TI Allowance New Tenant Improvements, a certificate of occupancy for the Premises suitable for the Permitted Use and (if any, b) a Certificate of Substantial Completion in the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days form of the date American Institute of Tenant’s initial TI Allowance ElectionArchitects document 0704, executed by the project architect and the general contractor. The Subsequent TI Allowance Election and TI Allowance Election (term “Substantially Complete” or if no Subsequent TI Allowance Election is made within “Substantial Completion” means that the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed New Tenant Improvements are substantially complete in accordance with this the Approved Plans (as defined in the Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required ), except for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4minor punch list items.
Appears in 1 contract
Sources: Lease (Organovo Holdings, Inc.)
TI Allowance. Landlord shall make available Tenant may periodically (but no more frequently than monthly) submit written requests for the payment disbursements of the TI Costs Allowance. Each request for funding (a tenant improvement allowance (the “TI AllowanceFund Request”) of $190.00 per rentable square foot shall include the following: (i) the total amount of the PremisesTI Allowance requested, (ii) a summary of the Tenant Improvements performed using AIA standard form Application for Payment (G 702) executed by the general contractor and by the architect or other reasonable form, (iii) invoices from the general contractor, the architect, and any subcontractors, material suppliers and other parties requesting payment with respect to the amount of the TI Allowance then being requested, (iv) unconditional lien releases from the general contractor and each subcontractor and material supplier with respect to previous payments made by either Landlord or Tenant for the Tenant Improvements in a form reasonably acceptable to Landlord and complying with Applicable Laws and (v) conditional lien releases from the general contractor and each subcontractor and material supplier with respect to the Tenant Improvements performed that correspond to the Fund Request, each in a form reasonably acceptable to Landlord and complying with Applicable Laws; provided, however, for purposes of clauses (iv) and (v) above, with respect to subcontractors and material suppliers providing less than $4,321,740.00 50,000 in the aggregate of labor, materials or services, Tenant shall not be required to provide lien releases so long as the total amount of the unpaid labor, services and materials for all subcontractors for which no lien releases have been obtained, is less than $50,000 in the aggregate. Within 5 business thirty (30) days following receipt by Landlord of receipt a Fund Request and the accompanying materials required by this Section, Landlord shall pay to (as elected by Tenant) the applicable contractors, subcontractors and material suppliers or Tenant the amount of the Budget from Landlord, Tenant shall notify Landlord Improvement costs set forth in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”)such Fund Request; provided, however however, that if Tenant does Landlord shall not elect be obligated to make any payments under this Section until the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay budget for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed approved in accordance with Section 6.2, and any Fund Request under this Work Letter. Tenant Section shall have no right be subject to the use or benefit (including any reduction to or payment of Base Rent) of any portion limits set forth in Section 6.2 above and Article 4 of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4Lease.
Appears in 1 contract
Sources: Lease (NanoString Technologies Inc)
TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement allowance (the “TI Allowance”) of $190.00 179.00 per rentable square foot of the Premises, or $4,321,740.00 8,301,304.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. A portion of the TI Allowance, up to $45.00 per rentable square foot of the Premises, or $2,086,920 in the aggregate (“Base Building Allowance”), shall be used only for TI Costs attributable to the Base Building Work. The balance of the TI Allowance in the amount of $134.00 per rentable square foot of the Premises, or $6,214,384 in the aggregate (“Premises Allowance”) shall be used only for TI Costs attributable to the Tenant Improvements. In no event shall less than $120 per rentable square foot of the Premises Allowance be used for TI Costs attributable to the Tenant Improvements. In addition to the TI Allowance, Landlord shall reimburse Tenant up to $0.10 per usable square foot of the Premises for actual costs incurred by Tenant for the preparation by Tenant’s consultants of a fit-plan and preliminary design work for the Tenant Improvements. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Base Building Work, (ii) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (iiiii) any approved Changes pursuant to Section 4. Notwithstanding the foregoing, if following the completion and payment in full of the Tenant Improvements it is determined that the TI Costs for the Tenant Improvements were less than the Premises Allowance, initial Base Rent shall be reduced by applying a 7.5% interest rate and amortizing the amount of the unused Premises Allowance over a 7 year period (for example, if $100,000 of the Premises Allowance remains unused following the completion of the Landlord’s Work and the payment of all TI Costs, the annual Base Rent for the first year of the Base Term would be reduced by $0.40 per rentable square foot of the Premises from $48.00 per rentable square foot of the Premises per annum to $47.60 per rentable square foot of the Premises per annum).
Appears in 1 contract
TI Allowance. (A) Landlord shall make available for the payment of the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, provide Tenant shall notify Landlord in writing how much of with an amount equal to the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay used for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date construction of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretionWork. The TI Allowance shall be disbursed used by Tenant for hard and soft construction costs in connection with Tenant’s Work, including architectural, engineering and construction management costs. Landlord shall disburse the TI Allowance in three (3) installments, as follows:
(i) Upon completion of fifty percent (50%) of the Tenant’s Work, Landlord shall disburse the first (1st) installment of the TI Allowance (the “First Installment”) in an amount up to forty percent (40%) of the TI Allowance evidenced by paid invoices from Tenant’s general contractor and other direct contractors and subcontractors (“Paid Invoices”) providing servicers or supplying materials for the Tenant’s Work. Upon completion of one hundred percent (100%) of the Tenant’s Work, Landlord shall disburse the second (2nd) installment of the TI Allowance (the “Second Installment”) in an amount up to fifty percent (50%) of the TI Allowance evidenced by Paid Invoices, but in no event shall the sum of the First Installment and the Second Installment be greater than $1,244,250.00. The First Installment and the Second Installment shall be payable within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of all of the following documentation to Landlord’s reasonable satisfaction:
a. a conditional lien waiver for the current requisition from ▇▇▇▇▇▇’s general contractor, subcontractors and suppliers performing work or providing materials to date (waiving any and all liens and rights of liens of any type through the date of the request for the applicable installment of the TI Allowance),
b. a requisition for payment from ▇▇▇▇▇▇’s architect in the form of AIA Document G702 for all work for which disbursement is being requisitioned,
c. the submission by ▇▇▇▇▇▇ of a written statement from ▇▇▇▇▇▇’s architect or engineer stating (a) whether there has been any change in the Total Costs (and if so, what the updated Total Costs are), and (b) that the Tenant’s Work for which payment is being requisitioned has been completed in accordance with this the approved Tenant’s Plans,
d. copies of paid invoices from Tenant’s general contractor, major subcontractors and supplies evidencing such hard construction costs of the Tenant’s Work Letter. Tenant shall have no right for which disbursement is being requisitioned; and, as applicable, copies of paid invoices from Tenant’s architects/engineers/project managers, and any other party providing services or supplying materials, evidencing the soft costs for which disbursement is being requested, and any other information or documentation reasonably requested by Landlord, and
e. with respect to the use or benefit Second Installment, unconditional lien waivers for past payments from ▇▇▇▇▇▇’s general contractor and all subcontractors and suppliers,
(including any reduction ii) Landlord shall disburse the third (3rd) and final installment of the TI Allowance in an amount equal to or payment of Base Rentthe remaining ten percent (10%) of the TI Allowance within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of all of the following documentation, to ▇▇▇▇▇▇▇▇’s reasonable satisfaction:
a. An unconditional final waiver of lien from ▇▇▇▇▇▇’s general contractor and from all subcontractors and suppliers,
b. one (1) set of “as-built” plans for the Tenant’s Work in CAD File and PDF format,
c. copies of paid invoices from Tenant’s general contractor, major subcontractors and suppliers evidencing such costs of the Tenant’s Work for which disbursement is being requisitioned; and, as applicable, copies of paid invoices from Tenant’s architects/engineers/project managers, and any other party providing services or supplying materials, evidencing the costs for which disbursement is being requested, and a copy of the final (as opposed to temporary) certificate of occupancy for the Premises issued by the Town of Burlington and any other information or documentation reasonably requested by Landlord. Any portion of the TI Allowance that is not used or claimed on or before July 31, 2017 shall accrue to Landlord. If the final actual cost of the Tenant’s Work shall be in excess of the TI Allowance, then the entire amount of such excess cost shall be paid solely by Tenant and Landlord shall be under no obligation to pay any such excess. If any disbursement of the TI Allowance is not timely paid by Landlord (and provided Tenant has delivered to Landlord all documentation required for and satisfied all the construction conditions under this Section 3.4 and Landlord has not notified Tenant that Landlord reasonably disputes the accuracy or completeness of the applicable funding request), then provided Tenant is not in default under this Lease, Tenant may deliver a second notice (ian “Offset Notice”) to Landlord, which notice shall specify the funding request that has not been timely paid and state conspicuously in bold type and in all capital letters at the top of the first page of such notice and on the envelope containing such notice “THIS IS A TIME SENSITIVE OFFSET NOTICE AND LANDLORD SHALL BE DEEMED TO ACCEPT SUCH OFFSET IF IT FAILS TO RESPOND TO THIS SECOND REQUEST FOR DISBURSEMENT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT” and if Tenant Improvements described shall deliver such second notice to Landlord as aforesaid and Landlord fails to disburse the amount of the TI Allowance expressly referenced in the Offset Notice, subject to Landlord’s right to dispute such funding request as herein provided, within such five (5) business day period, then Tenant shall have the right to have such unpaid amount of the TI Construction Drawings approved pursuant Allowance credited against the next installment(s) of Fixed Rent thereafter due under this Lease provided, however, notwithstanding any provision herein to Section 2(dthe contrary, in no event shall the aggregate amount of all offsets permitted hereunder in any month ever exceed twenty percent (20%) of any monthly installment of Fixed Rent. Within the thirty (30) day period following receipt of a funding request or (ii) within the additional 5-Business Day period described above. Landlord may dispute in good faith the funding request by written notice to Tenant setting forth the basis upon which Landlord disputes the accuracy or completeness of any approved Changes pursuant funding request. If Landlord disputes the accuracy or completeness of any funding request, Landlord and Tenant shall reasonably cooperate with each other to Section 4resolve such dispute as expeditiously as possible, but Landlord will have no obligation to disburse any disputed amount of such funding request and Tenant will not have any right to credit or offset the disputed amount of the funding request against the Fixed Rent until the dispute has been resolved.
Appears in 1 contract
Sources: Office Lease (Desktop Metal, Inc.)
TI Allowance. (A) Landlord shall make available for the payment of the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, provide Tenant shall notify Landlord in writing how much of with an amount equal to the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay used for the Tenant Improvements as part construction of the TI its office and lab space. The Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of used by Tenant for hard and soft construction costs in connection with Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election Work, including architectural, engineering and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretionpermitting fees. The TI Allowance shall be disbursed payable to Tenant in periodic disbursements (not more frequently than every thirty (30) days) within thirty (30) days after Landlord’s receipt of all of the following documentation to Landlord’s reasonable satisfaction:
(i) a requisition for payment from Tenant’s architect in the form of AIA Document G702 for all work for which disbursement is to be made;
(ii) partial or final waivers of lien (conditional or unconditional, as applicable) from all contractors, subcontractors and suppliers performing work or providing materials to date,
(iii) the submission by Tenant of a written statement from Tenant’s architect or engineer that the Tenant’s Work for which payment is being requisitioned has been completed in accordance with this the approved plans,
(iv) copies of paid invoices or receipts evidencing Tenant’s costs for which payment is being requested, and
(v) a reasonable breakdown of the aggregate cost of all Tenant’s Work Lettercompleted to date.
(B) Notwithstanding the foregoing, 20% of each disbursement of the TI Allowance will be held back by Landlord. The aggregate sum of the amounts so held back is referred to as the “Retainage Amount”. Landlord shall disburse the Retainage Amount to Tenant shall have no right once Landlord receives all of the following: (a) unconditional releases and waivers of lien from all contractors, subcontractors and suppliers involved in the performance of Tenant’s Work (unless the same were previously furnished pursuant to clause (ii) above), (b) a written statement from Tenant’s architect or engineer that the use Tenant’s Work has been completed in accordance with the approved Tenant’s Plans, (c) a copy of the final certificate of occupancy for the Premises (d) one (1) set of “as-built” plans for Tenant’s Work, and (e) Tenant has paid the total cost of Tenant’s Work and delivered to Landlord evidence of such payment. If the Town of Burlington will only issue a temporary certificate of occupancy for the Premises at the time Tenant has satisfied the conditions of clauses (a), (b), (d) and (e) above, Landlord will disburse 10% of the Retainage Amount and will hold back the remaining 10% of the Retainage Amount until such time that Tenant delivers to Landlord a copy of the final certificate of occupancy issued by the Town of Burlington. Any unused or benefit (including any reduction to or payment of Base Rent) of any unrequested portion of the TI Allowance not required for shall accrue to Landlord. If the construction final actual cost of the Tenant’s Work shall be in excess of the TI Allowance, then the entire amount of such excess cost shall be paid solely by Tenant and Landlord shall be under no obligation to pay any such excess.
(iC) In addition to the Allowance and to assist Tenant Improvements described in completing its build-out of the Premises, Tenant shall have the right to use all existing building materials and equipment currently on-site within the Premises and elsewhere within the Building, provided that in the TI Construction Drawings approved pursuant to Section 2(d) case of materials and equipment located outside of the Premises, the same are not built-in items or otherwise attached or installed (ii) any approved Changes pursuant to Section 4rolls of carpeting, and unattached hvac equipment being examples of permissible items).
Appears in 1 contract
Sources: Office Lease (Dyax Corp)
TI Allowance. In accordance with the terms and conditions of this Second Amendment, Landlord shall make available for the payment of the TI Costs to Tenant (i) a tenant improvement allowance [***] (the “Base TI Allowance”) plus (ii) if properly requested by Tenant pursuant to this Section 6.a, an additional tenant allowance [***] the “Additional TI Allowance”), [***] for use for any purpose elected by ▇▇▇▇▇▇, in Tenant’s sole discretion, which may include, among others, improvements to the Premises (the “Tenant Improvements”) as described in the Work Letter attached to this Amendment as Exhibit C (the “Work Letter”) and as otherwise provided in this Section 6.a. The Base TI Allowance, together with Additional TI Allowance (if properly requested by Tenant pursuant to this Section 6.a), shall be referred to herein as the “TI Allowance”) .” Landlord shall disburse the Base TI Allowance to Tenant [***] by wire transfer of $190.00 per rentable square foot immediately available funds to an account specified by ▇▇▇▇▇▇. If Tenant desires all or any portion of the PremisesAdditional TI Allowance, or $4,321,740.00 then Tenant shall deliver to Landlord a written request for such Additional TI Allowance, in the aggregate. Within 5 business days form attached to this Amendment as Exhibit D, executed by an authorized officer of receipt Tenant (an “Additional TI Allowance Request”), and, provided that no monetary or material non-monetary Default has occurred and is then continuing, Landlord shall disburse the requested amount of the Budget from Landlord, Additional TI Allowance b wire transfer of immediate) available funds [***]. Tenant shall notify Landlord in writing how much may make multiple draws against the Additional TI Allowance until such time as the entire Additional TI Allowance has been disbursed or the occurrence of the TI Allowance Deadline (as defined below), whichever occurs first. Tenant has elected to receive from Landlord (may use the “Base TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the (and Additional TI Allowance, if properly requested by Tenant pursuant to be made available to pay for this Section 6.a) in Tenant’s sole discretion for, among other things, financing hard and soft costs of the Tenant Improvements as part Improvements, purchasing furniture, fixtures and equipment for Tenant’s use at the Premises or defraying the cost of moving expenses and costs incurred by Tenant for any other 4813-5202-3331.13 9 lease obligations, or for any other purpose desired by Tenant. Landlord shall not be obligated to disburse any portion of the Additional TI Allowance (if any, the “Subsequent unless and until Landlord shall have received from Tenant an Additional TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election Request. In no event shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the properly requested by Tenant Improvements described in the TI Construction Drawings approved pursuant to this Section 2(d) or (ii) any approved Changes pursuant 6.a entitle Tenant to Section 4a credit against Rent payable under this Lease.
Appears in 1 contract
Sources: Lease Agreement (Macrogenics Inc)
TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement allowance (the “TI Allowance”) of $190.00 34.00 per rentable square foot of the First Expansion Premises (and if Tenant leases the ROFO Premises pursuant to Section 13 of the First Amendment, the ROFO Premises, or $4,321,740.00 ) which is included in the aggregate. Within 5 business days of receipt Base Rent set forth in Section 5(b) of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretionFirst Amendment. The TI Allowance shall be disbursed in accordance with this First Expansion Premises Work Letter. Landlord shall, upon receipt of reasonably satisfactory invoices, reimburse Tenant for the payment made by Tenant for an initial test fit and one revision, not to exceed $0.15 per rentable square foot of the First Expansion Premises (and if Tenant leases the ROFO Premises pursuant to Section 13 of the First Amendment, the ROFO Premises). Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4. Notwithstanding the foregoing, Tenant shall have the right to use any unused portion of the TI Allowance for Alterations of a fixed and permanent nature reasonably acceptable to Landlord in any portion of the Premises (or any other premises leased by Tenant from Landlord at the Building). Tenant shall have no right to any portion of the TI Allowance that is not disbursed before the December 31, 2021.
Appears in 1 contract
TI Allowance. Landlord shall make available for the payment of the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed and applied by Landlord to pay or reimburse Tenant for TI Costs. Disbursement of the TI Allowance to or at the direction of Tenant to pay or reimburse Tenant for TI Costs shall be conditioned upon the subject TI Work having been performed in accordance with the provisions of this Work LetterLease, and shall be subject to Landlord’s receipt of a request for payment in form and with backup reasonably satisfactory to Landlord, including but not limited to such certifications, lien waivers and other documents from Tenant, Tenant’s contractor and Tenant’s Architect as Landlord may reasonably require (provided that lien waivers shall not be required from subcontractors performing work with an aggregate value of less than $50,000 in any one instance). Tenant may request disbursements of the TI Allowance from time to time as the TI Work progresses, but not more frequently than monthly. Prior to commencement of the TI Work, Landlord and Tenant shall have no right determine and agree upon the estimated TI Costs on the basis of the TI Plan and Tenant’s contract(s) for the performance of the TI Work (the “Estimated TI Costs”), and if the Estimated TI Costs exceed the TI Allowance, Landlord may limit each requested disbursement of the TI Allowance to a percentage of the TI Costs which are the subject of the disbursement request, which percentage shall be determined by dividing the TI Allowance by the Estimated TI Costs. Landlord shall make disbursements of the TI Allowance to or at the direction of Tenant within 30 days after receipt of Tenant’s written request and reasonably satisfactory backup documentation. Landlord may inspect the TI Work as a condition to making any requested disbursement of the TI Allowance to confirm the status of the TI Work and that the TI Work is being performed in accordance with the provisions of this Lease. All TI Costs in excess of the TI Allowance shall be paid by Tenant, without reimbursement by Landlord; subject, however, to the use or benefit (including any reduction to or payment availability of Base Rentthe Supplemental Allowance as provided in Section 3.5(b)(iv) and the availability of any Excess Base Building Allowance as provided in Section 3.5(a). Any unused portion of the TI Allowance not required remaining after payment of all TI Costs shall be available for application to payment or reimbursement of Tenant for any Base Building Costs in excess of the Base Building Allowance. Tenant shall have the right to apply the TI Allowance towards general construction, data/telecommunications cabling, architectural costs (including space plans, mechanical, electrical, and plumbing work drawings), and construction management fees for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4Work.
Appears in 1 contract
TI Allowance. (a) Landlord shall make available for the payment of the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, provide Tenant shall notify Landlord in writing how much of with the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount stated in Section 1.1 plus an allowance for Tenant’s cost of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay preliminary fit plan for the Tenant Improvements as part of the TI Allowance Premises in an amount up to $18,862.35 (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, payable within 45 thirty days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without following Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretionreceipt of a paid invoice for such cost). The TI Allowance shall be disbursed used by Tenant for hard costs of construction and any related architectural, engineering and construction management fees in connection with the TIW. Within four (4) weeks after the Final Plans have been approved, Tenant shall deliver to Landlord its total budget for the hard costs of construction, which shall include the costs of all mechanical systems installed by Tenant for Tenant’s use, Pre-Escrow Costs, and soft costs for the TIW (the “Total Costs”). The “Pre-Escrow Costs” shall be Tenant’s out-of-pocket expenditures for design and materials made prior to funding the first installment under the Construction Escrow Agreement (defined below), currently estimated to be $14,000,000.00. Landlord shall review Tenant’s budget for the Total Costs and, within seven (7) days of delivery by Tenant of such budget, notify Tenant whether Landlord has any comments or requires any clarifications. Any requests for clarification shall be addressed promptly by Tenant. If Landlord does not notify Tenant, Landlord shall be deemed to have no comments nor require clarifications. No later than September 30, 2022, Tenant shall provide Landlord with its most recent budget even if it is not finalized. It is understood that the budget for the Total Costs must be finalized and Tenant’s Share (hereinafter defined) must be determined prior to funding the first installment under the Construction Escrow Agreement. Landlord and Tenant shall determine the amount by which the estimated Total Costs exceed the TI Allowance, and such amount will be referred to as “Tenant’s Share” (subject to adjustment in accordance with this Work Letter. the Construction Escrow Agreement), Tenant shall have be solely responsible for the entire amount of Tenant’s Share and Landlord shall be under no right obligation to the use or benefit (including pay any reduction to or payment of Base Rent) of any portion costs in excess of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4Allowance.
Appears in 1 contract
Sources: Lease Agreement (Vericel Corp)
TI Allowance. Landlord shall make available for the payment The first sentence of Section 4.2 of the TI Costs a tenant improvement allowance Existing Lease is hereby amended and restated as follows: "Tenant shall cause the work (the “"Tenant Improvements") described in the Work Letter attached hereto as Exhibit B (the "Work Letter") to be constructed in the Premises pursuant to the Work Letter at a cost to Landlord not to exceed Three Hundred Twenty-Seven Thousand Five Hundred Seventy-Five Dollars ($327,575) (the "TI Allowance”) ")." For purposes of $190.00 per rentable square foot clarity, the term "Premises" as used in the immediately preceding amended and restated sentence shall mean the Existing Premises and the Additional Premises collectively, not individually (i.e., the TI Allowance is an aggregate amount that may be applied across the Existing Premises and the Additional Premises collectively, and is not an amount that Tenant is entitled to for each of the Premises, or Existing Premises and the Additional Premises individually). In no event shall Landlord be obligated to disburse a TI Allowance of more than Three Hundred Twenty-Seven Thousand Five Hundred Seventy-Five Dollars ($4,321,740.00 327,575) in the aggregate. Within 5 business days of receipt Tenant acknowledges that as of the Budget from LandlordFirst Amendment Execution Date, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any previously used a portion of the TI Allowance and therefore less than the full TI Allowance remains available for use. Notwithstanding anything to the contrary in the Lease or the Work Letter, (a) Landlord shall not required for have any obligation to expend any further portion of the construction TI Allowance until Landlord and Tenant have approved in writing a revised Approved Budget (the "Revised Approved Budget") and (b) prior to Landlord's approval of (i) the Revised Approved Budget, Tenant shall pay all of the costs and expenses incurred in connection with the Tenant Improvements described as they become due. From and after the First, Amendment Execution Date, the term "Approved Budget" and "Approved T1 Budget" as used in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4Work Letter shall mean the Revised Approved Budget.
Appears in 1 contract
Sources: Lease (Codex DNA, Inc.)
TI Allowance. Tenant shall cause to be constructed tenant improvements in the Premises (the “Tenant Improvements”) pursuant to the “Work Letter” attached as Exhibit G at a cost to Landlord (the “Base TI Allowance”) not to exceed: (a) One Hundred Dollars ($100.00) per rentable square foot for the New Premises; and (b) Twenty-Five Dollars ($25.00) per rentable square foot for the Retained Premises, and, subject to the provisions of the last paragraph in this Section 5.5, for the Retained Premises and/or the New Premises, as applicable. Such amounts shall be applied to pay only the costs of the following (except as otherwise expressly provided in this Lease): (a) construction; (b) construction management by Landlord (which fee shall equal two and one-half percent (2.5%) of the cost of the Tenant Improvements) (the “Construction Management Fee”); (c) space planning, architectural, engineering, and other related services; and (d) building permits and other planning and inspection fees. For purposes of this Lease, Tenant’s cost of any Tenant Improvement shall include only items constituting “costs of improvement” within the meaning of the New York Lien Law, except that, with Landlord’s reasonable approval, notwithstanding anything to the contrary in the preceding clauses “a” through “d,” up to twenty-five percent (25%) of the Base TI Allowance may cover other costs (the “Soft Costs”) directly related to the Tenant Improvements, such as space design, planning and relocation costs, legal costs related to this Lease and the Tenant Improvements, and network cabling (the balance of which seventy-five percent (75%) of the Base TI Allowance is hereafter referred to as the “Hard Costs”). In addition to the Base TI Allowance, Landlord shall make available to Tenant an additional Base TI Allowance only for the payment New Premises (the “Above-Standard TI Allowance”) in an amount of One Hundred and Forty-Five Dollars ($145.00) per rentable square foot. The Base TI Allowance and the Above-Standard TI Costs a tenant improvement allowance (Allowance are together referred to as the “TI Allowance.”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4.
Appears in 1 contract
TI Allowance. Landlord shall shall, subject to the terms of the Work Letter, make available for to Tenant the payment of the TI Costs a tenant improvement allowance Tenant Improvement Allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 as defined in the aggregateWork Letter). Within 5 business days Commencing on the Commencement Date, and continuing thereafter on the first day of receipt of each month during the Budget from LandlordBase Term, Tenant shall notify Landlord in writing how much pay the amount necessary to fully amortize the portion of the TI Tenant Improvement Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); providedactually funded by Landlord, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, in equal monthly payments with interest at a rate of 8% per annum over the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to LandlordBase Term, which prior written notice of any Subsequent TI Allowance Election interest shall be given, if at all, within 45 days of begin to accrue on the date of that Landlord first disburses such Tenant Improvement Allowance or any portion(s) thereof. Tenant acknowledges that because the Tenant Improvement Allowance may be disbursed to Tenant in multiple disbursements following the Commencement Date, the Additional Rent payable by Tenant pursuant to this Section 4(b) may be adjusted following each such disbursement. Notwithstanding anything to the contrary contained herein, Tenant may, at Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (sole election, accelerate or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted pre-pay all or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction outstanding and unamortized portion of (i) the Tenant Improvements described Improvement Allowance that was actually funded by Landlord in full at any time without penalty, in which event the TI Construction Drawings approved pursuant amortizing payments shall be appropriately adjusted. Any of the Tenant Improvement Allowance and applicable interest remaining unpaid as of the expiration or earlier termination of this Lease shall be paid to Section 2(dLandlord in a lump sum at the expiration or earlier termination of this Lease. The Tenant Improvement Allowance shall be available for use by Tenant until the date that is twelve (12) months after the Commencement Date. Any portion of the Additional Tenant Improvement Allowance which has not been properly requested by Tenant from Landlord on or before the date that is twelve (ii12) any approved Changes pursuant to Section 4months after the Commencement Date, shall be forfeited and shall not be available for use by Tenant.
Appears in 1 contract
TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement allowance (collectively, the “"TI Allowance”") as follows:
1. a "Tenant Improvement Allowance" in the maximum amount of $190.00 21.49 per rentable square foot of in the Third Expansion Premises, or $4,321,740.00 which is included in the aggregateBase Rent set forth in the Lease; and
2. Within 5 business days an "Additional Tenant Improvement Allowance" in the maximum amount of receipt of $15.00 per rentable square foot in the Budget from LandlordThird Expansion Premises, which shall, to the extent used, result in TI Rent. Commencing on the Third Expansion Premises Commencement Date, in addition to Base Rent, Tenant shall notify Landlord in writing how much pay, on the first day of each month, the amount necessary to fully amortize the portion of the TI Additional Tenant Improvement Allowance Tenant has elected to receive from Landlord actually funded by Landlord, if any, in equal monthly payments with interest at a rate of 9% per annum over the remaining balance of the Base Term (the “TI Allowance ElectionRent”); provided. If any portion of the Additional Tenant Improvement Allowance is funded after the Third Expansion Premises Commencement Date, however that if Tenant does not elect the full monthly amount of TI Rent payable by Tenant shall be adjusted in order to fully amortize such amounts funded after the Third Expansion Premises Commencement Date in equal monthly payments at a rate of 9% per annum over the then-remaining balance of the Base Term. Any unamortized portion of the Additional Tenant Improvement Allowance shall be paid by Tenant to Landlord with interest in a balloon payment upon the expiration or earlier termination of the Base Term. Notwithstanding the foregoing, rather than having Tenant pay the Additional Tenant Improvement Allowance actually disbursed as TI Allowance in the TI Allowance ElectionRent as provided above, Tenant may elect by delivery of written notice to have additional funds, not Landlord prior to exceed any positive amount remaining after subtraction the commencement of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for construction of the Tenant Improvements as part to structure the payment by Tenant of the TI Additional Tenant Improvement Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice as debt which would be subject to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final governed by a promissory note in form and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld substance acceptable to Landlord in Landlord’s its sole and absolute subjective discretiondiscretion (“Note”) which Note would provide, among other things, for the amount of the Additional Tenant Improvement Allowance actually funded by Landlord to be fully amortized and paid by Tenant to Landlord in equal monthly payments with interest at a rate of 9% per annum over the remaining balance of the Base Term with a balloon payment of the remaining principal and interest due upon the expiration or earlier termination of the Base Term. Any failure by Tenant to pay any amounts due under the Note shall constitute a Default under the Lease. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4. Tenant shall have no right to any portion of the Tenant Improvement Allowance that is not disbursed before December 1, 2018, or any portion of the Additional Tenant Improvement Allowance that is not disbursed before June 30, 2016.
Appears in 1 contract
Sources: Lease Agreement (Prothena Corp PLC)
TI Allowance. Landlord shall make available for the payment (a) In addition to Landlord’s performance of the TI Costs Initial Improvement Work, Tenant shall be entitled to receive from Landlord a tenant one (1) time improvement allowance in the amount of up to, but not exceeding, $1,098,981.00 (the “TI Allowance”), to help reimburse Tenant for the costs actually incurred and paid for by Tenant (collectively, the “TI Costs”) during the period from the date of $190.00 per rentable square foot this Lease through the eighteen (18) month anniversary of the PremisesCommencement Date (the “TI Period”) for certain tenant improvement work that Tenant desires to be performed at the Premises (collectively, or $4,321,740.00 the “TI Work”). The TI Work shall be undertaken by Tenant in accordance with, and subject to, the aggregate. Within 5 business days applicable provisions of receipt Article 7 below, and shall be completed prior to the expiration of the Budget from Landlord, Tenant TI Period. In no event shall notify Landlord be obligated to make disbursements pursuant to this Section 2.05 in writing how much a total amount which exceeds the TI Allowance.
(b) Landlord shall disburse the portion of the TI Allowance to be used to reimburse Tenant for the TI Costs within thirty (30) days after Landlord has elected to receive from Landlord received all of the following (collectively, the “TI Allowance ElectionWork Draw Documents”)): (i) a written request for payment in a minimum amount of $25,000.00 from Tenant certifying that the applicable TI Work has been completed; provided(ii) factually correct invoices for labor and materials rendered in connection with and evidencing the applicable TI Work and the TI Costs and Tenant’s payment thereof; (iii) copies of any permits as required by any relevant governmental authority applicable to any TI Work performed; and (iv) final, however that if Tenant does not elect unconditional executed mechanic’s lien waivers on commercially reasonable forms from all contractors, subcontractors and other persons or entities performing the full amount applicable TI Work. Notwithstanding the foregoing to the contrary, Landlord shall have no obligation to disburse any portion of the TI Allowance in with respect to any TI Work that is performed or TI Costs which are incurred or paid for after the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part expiration of the TI Allowance (if any, the “Subsequent Period. All TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall Work Draw Documents must be givensubmitted by Tenant, if at all, within 45 thirty (30) days following the expiration of the date TI Period. Any such unused amounts of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) as of the end of the TI Period billing deadline shall be final revert to Landlord and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4further rights with respect thereto.
Appears in 1 contract
Sources: Industrial Building Lease (Real Good Food Company, Inc.)
TI Allowance. Pursuant to the terms and conditions contained in this Lease, Landlord shall make available for the payment provide an allowance equal to Thirty Five and 00/100 Dollars ($35.00) per Rentable Square Foot of the TI Costs a tenant improvement allowance Premises (the “TI Allowance”) for the purposes set forth below. The TI Allowance may be used for permit and construction drawings, fees and permits, construction costs, Washington State Sales Tax, and other applicable taxes and other costs related to the construction of $190.00 per rentable square foot of the Tenant Improvements (as defined in Section 12 herein) to the Premises, or $4,321,740.00 in for other work requested by ▇▇▇▇▇▇ and approved by Landlord. For the aggregate. Within 5 business days avoidance of receipt of the Budget from Landlorddoubt, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of shall not include Tenant’s fixtures, furnishings and equipment. Tenant shall install its own security system within the TI Allowance (if anyPremises, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice subject to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretionreasonable approval. The TI Allowance shall be disbursed provided and applied pursuant to the terms and conditions of the Exhibit B Work Agreement. No portion of the TI Allowance shall be applied to Basic Rent until all costs, fees and expenses associated with the Tenant Improvements have been paid in accordance full. Landlord shall be entitled to a construction management fee (“Construction Management Fee”) equal to three percent (3%) of the Tenant Improvements work, if any, being overseen by ▇▇▇▇▇▇▇▇ and said fee shall be paid out of the TI Allowance. Landlord’s Construction Management Fee shall be net of any third party costs, fees or expenses incurred by Landlord in relation to the design, approval, permitting, procurement and construction of the Tenant Improvements which costs, fees and expenses shall be paid out of the TI Allowance. The final cost of the Tenant Improvements, Construction Management Fee, and all other costs, fees or expenses incurred in connection with this Work Letterthe Tenant Improvements shall not exceed the TI Allowance. If the final cost of the Tenant Improvements is less than the sum of the TI Allowance or if such TI Allowance is not used in its entirety by December 31, 2024, then Landlord shall notify Tenant of the credit amount in writing, and Tenant may use the remaining portion of the TI Allowance as Basic Rent credit as set forth herein. Notwithstanding anything to the contrary, Tenant shall have no right not be entitled to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for if an Event of Default occurs prior to the construction disbursement of (i) the TI Allowance and remains uncured, and in such case, Tenant shall pay Landlord all amounts due in connection with the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4upon demand.
Appears in 1 contract
Sources: Lease Agreement
TI Allowance. Landlord shall make available for the payment of the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the The First Expansion Space TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to shall be made available to pay Tenant by Landlord only to reimburse Tenant for the cost of Tenant’s First Expansion Space Work (as said term is hereinafter defined). The First Expansion Space TI Allowance under this Section 4 shall be payable to Tenant Improvements as part by Landlord within thirty (30) days after request therefor by Tenant and satisfaction of each of the TI Allowance following conditions: (if anya) the First Expansion Space Rent Commencement. Date shall have occurred and all of Tenant’s First Expansion Space Work shall have been completed and fully paid for by Tenant, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice (b) lien waivers and proof of payment of all costs related to Tenant’s First Expansion Space Work shall have been provided to Landlord, which prior written notice of any Subsequent TI Allowance Election all in form and substance satisfactory to Landlord, (c) Tenant shall be given, if at all, within 45 days have commenced use and occupancy of the date First Expansion Space for the Permitted Uses and shall have commenced paying First Expansion Space Basic Rent and other sums and charges hereunder allocable thereto, (d) no Default of Tenant shall have occurred under the Lease and be continuing, (e) Tenant shall have certified to Landlord that all of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election First Expansion Space Work has been completed and TI Allowance Election fully paid for and that there are no disputes or disagreements outstanding with respect thereto, (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itselff) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have delivered to Landlord (i) a final set of “as built” plans certified to Landlord as such by Tenant and Tenant’s architect and engineer showing all of the Tenant’s First Expansion Space Work and (ii) all permits related thereto including, without limitation, a final unconditional certificate of occupancy for the First Expansion Space. In no right event shall Landlord have any obligation to the use or benefit (including any reduction to or make payment of Base Rent) of any portion of the First Expansion Space TI Allowance with respect to any requests for payment thereof which is not required delivered to Landlord within nine (9) months of the First Expansion Space Rent Commencement Date, As used herein, the term “Tenant’s First Expansion Space Work” shall mean the performance of the work necessary to initially prepare the First Expansion Space for Tenant’s occupancy and business operations, including, without limitation, the construction installation of (i) all demising walls, corridors, kitchens, restrooms, sprinklers, HVAC distribution and control systems, doors, outlets, ceilings, carpeting, walls, wiring, thermostats, electrical controls, cabling, plumbing, life and safety equipment and signs, conference rooms, server rooms, supplemental air conditioning, office cubicles, floor coverings, signs, paintings, furniture and fixtures, telecom and interior partitions and including all architectural and engineering plans and costs related thereto as well as other work performed by Tenant to unify the original Premises with the First Expansion Space. As and to the extent that the cost of Tenant’s First Expansion Space Work is less than the First Expansion Space TI Allowance allocable thereto, Landlord shall be entitled to retain the same and Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4shall have no claim thereto.
Appears in 1 contract
Sources: Sublease (Salary. Com, Inc.)
TI Allowance. Landlord shall make available provide Tenant with an improvement allowance of four hundred thousand ($400,000.00) dollars for Tenant’s actual third-party costs incurred for the payment design and construction of the TI Costs a tenant improvement allowance Tenant’s Work, expressly excluding furniture, fixtures and trade equipment, and moving costs (the “TI Allowance”) of $190.00 per rentable square foot of ). Any expenses related to the Premises, or $4,321,740.00 Tenant’s Work in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much excess of the TI Allowance Tenant has elected to receive from Landlord (shall be the “sole and exclusive obligation of Tenant. Installments of the TI Allowance Election”); providedAllowance, however that if Tenant does not elect which shall in no event exceed in the full aggregate the amount of the TI Allowance Allowance, shall be paid to Tenant or, at Tenant’s option directly to Tenant’s contractors, with respect to costs incurred by Tenant for which ▇▇▇▇▇▇ has submitted a requisition to Landlord consisting of: (A) in the TI Allowance Electioncase of costs incurred under architectural, Tenant may elect to have additional fundsengineering, not to exceed any positive amount remaining after subtraction of the amount elected and other professional services contracts (collectively “Professional Services Contracts”), invoices; and (B) in the TI Allowance Election from case of construction costs, (i) copies of all necessary governmental permits, (ii) an application for payment and sworn statement of a contractor performing general contracting work in the TI Allowance, Premises covering all work for which disbursement is to be made available to pay a date specified therein which is part of the construction contract, (iii) a complete set of “As-Built” plans for the Tenant Improvements as part Work, and (iv) any other information or documentation reasonably requested by Landlord. Installments of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, paid within 45 ten (10) business days of Tenant’s submission of a requisition in the date form above. Upon completion of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period requiredimprovements, the TI Allowance Election itself) Tenant shall be submit to Landlord final and binding on Tenantlien waivers from all contractors, subcontractors, and may not thereafter be modified without Landlordmaterialmen, a Certificate of Occupancy, any other information or documentation reasonably requested by Landlord to evidence lien-free completion of ▇▇▇▇▇▇’s consent, which may be granted or withheld in Landlord’s sole Work and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) all of any the costs and expenses thereof. Any unused portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4shall be retained by Landlord.
Appears in 1 contract
Sources: Lease Agreement
TI Allowance. In consideration of Landlord shall make available for acquiring and leasing back the payment Additional Parcels to Tenant, and in lieu of any increase to Base Rent under the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the PremisesExisting Lease, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance available to Tenant has elected under the Lease shall be reduced by an amount equal to receive from the purchase price paid by Landlord to Tenant pursuant to the Additional Parcels Purchase Agreement. Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the “"Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Thirty-Six Million Seven Hundred Seventy-One Thousand Six Hundred Seventy Dollars ($36,771,670.00) (the "TI Allowance Election”Allowance"); provided." In addition, however that if Tenant does not elect the full amount final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, ▇▇▇▇▇▇▇▇’s obligation to disburse any of the TI Allowance in excess of Thirty-Six Million Two Hundred Thirty-Five Thousand Dollars ($36,235,000.00) shall be conditional upon the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction satisfaction of the amount elected following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the TI Allowance Election from form of the TI AllowanceAmerican Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to be made available Landlord; (c) Tenant's satisfaction of the conditions precedent to pay for the Tenant Improvements as part funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election d) there shall be given, if at all, within 45 days no uncured event of default by Tenant under this Lease. Following the completion of the date Tenant Improvements, Landlord may order, at ▇▇▇▇▇▇’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right all liens relating to the use or benefit (including any reduction to or payment of Base Rent) of any portion completion of the TI Allowance not required Tenant Improvements. ▇▇▇▇▇▇ agrees to promptly pay or reimburse Landlord for the construction costs relating to such title report or lien search upon receipt of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4an invoice from Landlord."
Appears in 1 contract
TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 5,208,850 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. The TI Allowance shall be disbursed in accordance with this Work Letter. Except as otherwise expressly provided in this Section 5, Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Seventh Amendment Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or other Alterations in the Premises approved by Landlord (“Seventh Amendment Alterations”), or (ii) any approved Changes pursuant to Section 4. Tenant shall have no right to any portion of the TI Allowance that is not disbursed before the date that is 21 months after the Sixth Expansion Premises Commencement Date. Notwithstanding anything to the contrary contained herein, any unused portion of the TI Allowance may be used by Tenant for either the Staircase Improvements, the Base Building Improvements or the Restroom Improvements. In addition to the TI Allowance, Landlord shall provide to Tenant an allowance for the costs incurred by Tenant, of $800,000 (the “Restroom Allowance”) for the renovation of the restrooms located in the Fourth Floor Sixth Expansion Premises and the Third Floor Sixth Expansion Premises (the “Restroom Improvements). Tenant shall be responsible for the cost of the Restroom Improvements in excess of the Restroom Allowance. Notwithstanding anything to the contrary contained herein, any unused portion of the Restroom Allowance may be used by Tenant for either the Staircase Improvements, the Base Building Improvements or the Seventh Amendment Tenant Improvements. Landlord shall also provide Tenant with an allowance, in the amount of $150,000 (the “Staircase Allowance”), for costs incurred by Tenant for the installation of a staircase interconnecting the Fourth Floor Sixth Expansion Premises and the Third Floor Sixth Expansion Premises (“Staircase Improvements”), which Staircase Allowance shall, to the extent used, result in Additional Rent as set forth in Section 9 of the Seventh Amendment. Tenant shall be responsible for the cost of the Staircase Improvements in excess of the Staircase Allowance. Notwithstanding anything to the contrary contained herein, any unused portion of the Staircase Allowance may be used by Tenant for either the Restroom Improvements, the Base Building Improvements or the Seventh Amendment Tenant Improvements. Landlord shall also provide Tenant with an allowance, in the amount of $4,250,000 (the “Base Building Allowance”), for costs incurred by Tenant to be comprised of (i) $1,000,000 for the construction of certain improvements to the Base Building affecting the Existing Premises in accordance with the plans approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, including, without limitation, improvements to the boilers, controls and HVAC distribution affecting the Existing Premises, (ii) $750,000 for costs incurred for the HVAC system to be installed in the Third Floor Sixth Expansion Premises, (iii) $750,000 for costs incurred for the HVAC system to be installed in the Fourth Floor Sixth Expansion Premises, and (iv) $1,750,000 for costs incurred in connection with the purchase and installation of skylights to be installed in the Fourth Floor Sixth Expansion Premises as shown on the roof plan attached hereto as Schedule 2, the approximately size and location of which has been agreed upon y Landlord and Tenant (collectively, “Base Building Improvements”). Landlord shall reasonably assist Tenant, at no cost to Landlord, in obtaining any permits required for the Base Building Improvements. Tenant shall be responsible for the cost of the Base Building Improvements in excess of the Base Building Allowance. Any unused portion of the Base Building Allowance may be used by Tenant for either the Restroom Improvements, the Staircase Improvements or the Seventh Amendment Tenant Improvements.
Appears in 1 contract
TI Allowance. Landlord shall make available for the payment of the TI Costs a tenant improvement provide Tenant an allowance (the “TI Allowance”) in the amount of Fifty-Nine Thousand Nine Hundred Eighty Dollars ($190.00 per rentable square foot 59,980) to be applied toward the cost of the Premisesfollowing items in respect of the Additional Tenant Improvements: architectural and engineering fees, space planning, building permits or $4,321,740.00 other governmental fees, and the cost of labor, materials, contractors fees and overhead and other charges included in the aggregateconstruction contract for construction of Additional Tenant Improvements. Within 5 business days of receipt of the Budget from Landlord, Tenant Landlord shall notify Landlord in writing how much of the TI Allowance Tenant has elected not be obligated to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of disburse any portion of the TI Allowance not required for the construction of until such time as (i) the Expansion Commencement Date has occurred and Tenant Improvements described in has accepted delivery of the TI Construction Drawings approved pursuant Additional Premises, commenced business at the Additional Premises and commenced payment of Rent with respect to Section 2(d) or the Additional Premises; and (ii) any approved Changes Tenant has delivered to Landlord and Landlord has approved, in Landlord’s reasonable discretion, all of the following: (A) invoices, paid receipts and/or related evidence reasonably acceptable to Landlord establishing that Tenant has paid an amount equal to that portion of the TI Allowance requested by Tenant to third parties in connection with the Additional Tenant Improvements; (B) executed unconditional final mechanics’ lien releases, in statutory form, from Tenant’s contractor and all subcontractors, laborers, materialmen and suppliers providing materials or services in excess of $10,000 and used by Tenant with respect to all work in and to the Additional Premises; (C) a certificate from Tenant’s architect or space planner, in a form reasonably acceptable to Landlord, certifying that the construction of the Additional Tenant Improvements has been substantially completed and meets all applicable building codes; (D) a copy of the certificate of occupancy (or similar governmental authorization) for the Additional Premises; and (E) “as-built” drawings for the Additional Tenant Improvements, signed by either Tenant’s architect, space planner or contractor. Thereafter, Landlord shall deliver, within fifteen (15) days following Tenant’s delivery of the materials and information required for disbursement thereof in the preceding sentence, a check payable to Tenant in the amount of that portion of the TI Allowance requested by Tenant and paid to third parties in connection with the Additional Tenant Improvements. Landlord’s payment of the TI Allowance shall not be deemed Landlord’s approval of the Additional Tenant Improvements absent Landlord’s prior approval pursuant to Section 4Paragraph 6 of this Lease.
Appears in 1 contract
Sources: Lease Agreement (Broadcom Corp)
TI Allowance. (A) Landlord shall make available for the payment of the TI Costs a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, provide Tenant shall notify Landlord in writing how much of with an amount equal to the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay used for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date construction of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretionWork. The TI Allowance shall be disbursed used by Tenant for hard and soft construction costs in connection with Tenant’s Work, including architectural, engineering and construction management costs. Landlord shall disburse the TI Allowance in three (3) installments, as follows:
(i) Upon completion of fifty percent (50%) of the Tenant’s Work, Landlord shall disburse the first (1st) installment of the TI Allowance (the “First Installment”) in an amount up to forty percent (40%) of the TI Allowance evidenced by paid invoices from Tenant’s general contractor and other direct contractors and subcontractors (“Paid Invoices”) providing servicers or supplying materials for the Tenant’s Work. Upon completion of one hundred percent (100%) of the Tenant’s Work, Landlord shall disburse the second (2nd) installment of the TI Allowance (the “Second Installment”) in an amount up to fifty percent (50%) of the TI Allowance evidenced by Paid Invoices, but in no event shall the sum of the First Installment and the Second Installment be greater than $1,244,250.00. The First Installment and the Second Installment shall be payable within thirty (30) days after Landlord’s receipt of all of the following documentation to Landlord’s reasonable satisfaction:
a. a conditional lien waiver for the current requisition from Tenant’s general contractor, subcontractors and suppliers performing work or providing materials to date (waiving any and all liens and rights of liens of any type through the date of the request for the applicable installment of the TI Allowance),
b. a requisition for payment from Tenant’s architect in the form of AIA Document G702 for all work for which disbursement is being requisitioned,
c. the submission by Tenant of a written statement from Tenant’s architect or engineer stating (a) whether there has been any change in the Total Costs (and if so, what the updated Total Costs are), and (b) that the Tenant’s Work for which payment is being requisitioned has been completed in accordance with this the approved Tenant’s Plans,
d. copies of paid invoices from Tenant’s general contractor, major subcontractors and supplies evidencing such hard construction costs of the Tenant’s Work Letter. Tenant shall have no right for which disbursement is being requisitioned; and, as applicable, copies of paid invoices from Tenant’s architects/engineers/project managers, and any other party providing services or supplying materials, evidencing the soft costs for which disbursement is being requested, and any other information or documentation reasonably requested by Landlord, and
e. with respect to the use or benefit Second Installment, unconditional lien waivers for past payments from Tenant’s general contractor and all subcontractors and suppliers,
(including any reduction ii) Landlord shall disburse the third (3rd) and final installment of the TI Allowance in an amount equal to or payment of Base Rentthe remaining ten percent (10%) of the TI Allowance within thirty (30) days after Landlord’s receipt of all of the following documentation, to Landlord’s reasonable satisfaction:
a. An unconditional final waiver of lien from Tenant’s general contractor and from all subcontractors and suppliers,
b. one (1) set of “as-built” plans for the Tenant’s Work in CAD File and PDF format,
c. copies of paid invoices from Tenant’s general contractor, major subcontractors and suppliers evidencing such costs of the Tenant’s Work for which disbursement is being requisitioned; and, as applicable, copies of paid invoices from Tenant’s architects/engineers/project managers, and any other party providing services or supplying materials, evidencing the costs for which disbursement is being requested, and a copy of the final (as opposed to temporary) certificate of occupancy for the Premises issued by the Town of Burlington and any other information or documentation reasonably requested by Landlord. Any portion of the TI Allowance that is not used or claimed on or before July 31, 2017 shall accrue to Landlord. If the final actual cost of the Tenant’s Work shall be in excess of the TI Allowance, then the entire amount of such excess cost shall be paid solely by Tenant and Landlord shall be under no obligation to pay any such excess. If any disbursement of the TI Allowance is not timely paid by Landlord (and provided Tenant has delivered to Landlord all documentation required for and satisfied all the construction conditions under this Section 3.4 and Landlord has not notified Tenant that Landlord reasonably disputes the accuracy or completeness of the applicable funding request), then provided Tenant is not in default under this Lease, Tenant may deliver a second notice (ian “Offset Notice”) to Landlord, which notice shall specify the funding request that has not been timely paid and state conspicuously in bold type and in all capital letters at the top of the first page of such notice and on the envelope containing such notice “THIS IS A TIME SENSITIVE OFFSET NOTICE AND LANDLORD SHALL BE DEEMED TO ACCEPT SUCH OFFSET IF IT FAILS TO RESPOND TO THIS SECOND REQUEST FOR DISBURSEMENT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT” and if Tenant Improvements described shall deliver such second notice to Landlord as aforesaid and Landlord fails to disburse the amount of the TI Allowance expressly referenced in the Offset Notice, subject to Landlord’s right to dispute such funding request as herein provided, within such five (5) business day period, then Tenant shall have the right to have such unpaid amount of the TI Construction Drawings approved pursuant Allowance credited against the next installment(s) of Fixed Rent thereafter due under this Lease provided, however, notwithstanding any provision herein to Section 2(dthe contrary, in no event shall the aggregate amount of all offsets permitted hereunder in any month ever exceed twenty percent (20%) of any monthly installment of Fixed Rent. Within the thirty (30) day period following receipt of a funding request or (ii) within the additional 5-Business Day period described above. Landlord may dispute in good faith the funding request by written notice to Tenant setting forth the basis upon which Landlord disputes the accuracy or completeness of any approved Changes pursuant funding request. If Landlord disputes the accuracy or completeness of any funding request, Landlord and Tenant shall reasonably cooperate with each other to Section 4resolve such dispute as expeditiously as possible, but Landlord will have no obligation to disburse any disputed amount of such funding request and Tenant will not have any right to credit or offset the disputed amount of the funding request against the Fixed Rent until the dispute has been resolved.
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TI Allowance. Landlord shall make available for the payment of the TI Costs provide to Tenant a tenant improvement construction allowance not to exceed [***] (the “TI Allowance”) to be applied toward the Total TI Costs, as adjusted for any changes to the TI Work. No advance of $190.00 per rentable square foot the TI Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total TI Costs exceed the amount of the TI Allowance. Thereafter, Landlord shall pay to Tenant the TI Allowance *** Information has been omitted pursuant to a request for confidential treatment which has been filed separately with the Securities and Exchange Commission. Lease Agreement (Triple Net) – ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment; (ii) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the TI Work, fully executed, acknowledged and in recordable form; and (iii) the architect’s certification that the TI Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last ten percent (10%) of the TI Allowance, (1) the permanent certificate of occupancy issued for the Premises (or substantial equivalent applicable to final completion of the TI Work, as reasonably acceptable to Landlord), (2) Tenant’s occupancy of the Premises, (3) delivery of any completed architectural “as-built” plan for the TI Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or $4,321,740.00 in the aggregate. Within 5 business Landlord’s Mortgagee may reasonably request, provided that such certificate is provided within ten (10) days of receipt Tenant’s presentation of the Budget from Landlordrequest for payment (collectively, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the a “TI Allowance ElectionCompleted Application for Payment”); provided. Landlord shall pay the amount requested, however that if Tenant does not elect up to the full amount of the TI Allowance Allowance, in the TI Allowance Election, applicable Completed Application for Payment to Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction within thirty (30) days following Tenant’s submission of the amount elected in Completed Application for Payment. If, however, the TI Allowance Election from the TI AllowanceCompleted Application for Payment is incomplete or incorrect, to Landlord’s payment of such request shall be made available to pay for the Tenant Improvements as part deferred until thirty (30) days following Landlord’s receipt of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election complete and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretioncorrect Completed Application for Payment. The TI Allowance shall must be disbursed in accordance with this used (that is, the TI Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of must be fully complete and the TI Allowance not required for disbursed) within eighteen (18) months following the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) Commencement Date or (ii) any approved Changes pursuant to Section 4it shall be deemed forfeited with no further obligation by Landlord with respect thereto.
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Sources: Lease Agreement (Solyndra, Inc.)
TI Allowance. Upon submission by Tenant to Landlord shall make available for the payment of the TI Costs (i) a tenant improvement allowance statement (the a “TI AllowanceFund Request”) of $190.00 per rentable square foot of setting forth the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full total amount of the TI Allowance in requested, (ii) a summary of the Tenant Improvements performed using AIA standard form Application for Payment (G 702) executed by the general contractor and by the architect, (iii) invoices from the general contractor, the architect, and any subcontractors, material suppliers and other parties requesting payment with respect to the amount of the TI Allowance Electionthen being requested, (iv) unconditional lien releases from (A) the general contractor, and (B) each subcontractor and material supplier performing work or providing materials or supplies, the total cost of which is $50,000 or more, in each case with respect to previous payments made by either Landlord or Tenant may elect for the Tenant Improvements in a form acceptable to have additional fundsLandlord and complying with Applicable Laws; and (v) conditional lien releases from the general contractor and each subcontractor and material supplier with respect to the Tenant Improvements performed that correspond to the Fund Request, not each in a form complying with Applicable Laws, then Landlord shall, within thirty (30) days following receipt by Landlord of a Fund Request and the accompanying materials required by this Section, pay to exceed any positive amount remaining after subtraction (as elected by Landlord) the applicable contractors, subcontractors and material suppliers or Tenant (for reimbursement for payments made by Tenant to such contractors, subcontractors or material suppliers either prior to Landlord’s approval of the amount elected in the Approved TI Allowance Election from the TI Allowance, to be made available Budget or as a result of Tenant’s decision to pay for the Tenant Improvements as part itself and later seek reimbursement from Landlord in the form of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed one lump sum payment in accordance with the Lease and this Work Letter. ), the amount of Tenant Improvement costs set forth in such Fund Request or Landlord’s pari passu share thereof if Excess TI Costs exist based on the Approved Budget; provided, however, that Landlord shall have no right not be obligated to make any payments under this Section until the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required budget for the construction of (i) the Tenant Improvements described is approved in accordance with Section 6.2 and any Fund Request under this Section shall be subject to the TI Construction Drawings approved pursuant payment limits set forth in Section 6.2 above and Article 4 of the Lease. Notwithstanding anything in this Section to Section 2(dthe contrary, Tenant shall not submit a Fund Request more often than every thirty (30) days. Any additional Fund Requests submitted by Tenant shall be void and of no force or (ii) any approved Changes pursuant to Section 4effect.
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TI Allowance. The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall make available for the payment equal one-half of one percent (0.5%) of the TI Costs Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a tenant improvement allowance (the “TI Allowance”) of $190.00 per rentable square foot of the Premiseslicensed, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from qualified commissioning agent hired by Tenant, and reasonably approved by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant shall notify Landlord in writing how much and up to three and one-half percent (3.5%) of the TI Allowance may be used for the cost of a third party project management consultant retained by Tenant, (e) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (v) the cost of work that is consistent with the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment (provided, however, that Tenant shall be permitted to apply up to One Million Two Hundred Forty-Five Thousand One Hundred Twenty and 00/100 Dollars ($1,245,120) of the TI Allowance toward Tenant’s cost to move into the Premises, to fabricate and install Tenant’s Signage, and to purchase furniture, fixtures and equipment, telecommunications and data cabling, security and audio visual systems to be used in the Premises), (y) costs resulting from any default by Tenant of its obligations under this Lease or (z) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Tenant will be permitted to reuse any of the existing fifteen (15) fume hoods currently being stored on the ground floor of the Building; provided that such fume hoods are accepted by Tenant in their “as is” condition and Landlord makes no representation or warranty as to the condition of such fume hoods or their fitness for Tenant’s intended use. Tenant will repair and maintain the fume hoods which Tenant elects to use throughout the Term in accordance with industry standard repair and maintenance standards, provided that Tenant will have the right to either replace or remove any fume hoods that Tenant has elected to receive from Landlord (use which reach the “TI Allowance Election”); provided, however that if Tenant does not elect end of their serviceable life during the full amount Term of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld in Landlord’s sole and absolute subjective discretion. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to or payment of Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any approved Changes pursuant to Section 4Lease.
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TI Allowance. Landlord shall make available for the payment of provide Tenant with the TI Costs a tenant improvement allowance (Allowance, which shall be used by Tenant for construction costs in connection with Tenant’s Work. Notwithstanding the “TI Allowance”) of foregoing, up to $190.00 per rentable square foot of the Premises, or $4,321,740.00 in the aggregate. Within 5 business days of receipt of the Budget from Landlord, Tenant shall notify Landlord in writing how much 182,720.00 of the TI Allowance Tenant has elected to receive from Landlord (the “TI Allowance Election”); provided, however that if Tenant does not elect the full amount of the TI Allowance in the TI Allowance Election, Tenant may elect to have additional funds, not to exceed any positive amount remaining after subtraction of the amount elected in the TI Allowance Election from the TI Allowance, to be made available to pay for the Tenant Improvements as part of the TI Allowance (if any, the “Subsequent TI Allowance Election”), upon 10 business days’ prior written notice to Landlord, which prior written notice of any Subsequent TI Allowance Election shall be given, if at all, within 45 days of the date of Tenant’s initial TI Allowance Election. The Subsequent TI Allowance Election and TI Allowance Election (or if no Subsequent TI Allowance Election is made within the time period required, the TI Allowance Election itself) shall be final and binding on Tenant, and may not thereafter be modified without Landlord’s consent, which may be granted or withheld applied to moving expenses incurred by Tenant in Landlord’s sole and absolute subjective discretionconnection with moving in to the Premises. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit payable as follows:
A. The first forty percent (including any reduction to or payment of Base Rent40%) of any the TI Allowance shall be paid to Tenant within thirty (30) days following the last to occur of: (i) Tenant providing an affidavit from Tenant’s architect certifying that fifty percent (50%) of Tenant’s Work has been completed, and (ii) Tenant’s request for such portion of the TI Allowance.
B. Another forty percent (40%) of the TI Allowance not required for shall be paid to Tenant within thirty (30) days following the construction of last to occur of: (i) Tenant’s delivery to Landlord of a copy of the Tenant Improvements described certificate of occupancy (or temporary certificate of occupancy) issued in the TI Construction Drawings approved pursuant to Section 2(d) or connection with Tenant’s Work, and (ii) Tenant’s request for such portion of the TI Allowance.
C. The final twenty percent (20%) of the TI Allowance shall be paid to Tenant within thirty (30) days following the last to occur of: (i) all phases of Tenant’s Work have been substantially completed in substantial accordance with the plans approved by Landlord and a final certificate of occupancy has been issued; (ii) Tenant has caused to be delivered to Landlord all final invoices from contractors, subcontractors and suppliers evidencing the total cost of Tenant’s Work, together with lien waivers from general contractors; (iii) Tenant has paid for the cost of Tenant’s Work, and has caused to be delivered to Landlord written evidence of such payment; and (iv) Tenant’s request for such portion of the TI Allowance. If Tenant does not submit any approved Changes pursuant or all of its requests for Landlord to distribute the TI Allowance in accordance with the provisions contained in this Section 43.3 on or before the date that is than ninety (90) days following the Rent Commencement Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Nordblom Development Company shall, as compensation for its review of plans in connection with Tenant’s Work, receive from Tenant a fee equal to one percent (1%) of the total cost of Tenant’s Work, which fee may be applied to the TI Allowance.
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