Tenant Improvement Allowance Items Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs (collectively the “Tenant Improvement Allowance Items”):
Cost of Tenant Improvements Unless specified otherwise herein, Landlord shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, the costs of code compliance work, if such work is required as a result of, or is a condition imposed by appropriate governmental authorities for, construction of the Tenant Improvements, and all architectural and engineering services obtained by Landlord in connection with the Tenant Improvements, the Contractor's fees, Landlord's fee for construction administration in an amount which shall not exceed three percent (3%) of hard costs, utilities, and Landlord's Insurance Costs (including, without limitation, course of construction insurance), from the date of this Work Letter until the Lease Commencement Date up to a maximum of $450,000.00 (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be utilized only for building improvements to the Building, and not for signage, furniture costs, any third party consulting or contracting fees, any telecom/cabling costs, or any other purpose. Tenant shall bear and pay the cost of the Tenant Improvements (including but not limited to all of the foregoing fees and costs) in excess of the Tenant Improvement Allowance, if any. The cost of the Tenant Improvements shall exclude the cost of furniture, fixtures and inventory and other items of Tenant's Work (as defined below). Tenant shall have the right to elect to increase the Tenant Improvement Allowance by up to an additional $450,000.00 (the "Additional Allowance"), subject to the following terms and conditions: (i) Tenant shall make such election, if at all, no later than August 15, 1998; (ii) such amount shall be paid to Landlord in equal monthly installments over the seven (7) year Lease Term with interest at 10%, as additional Base Monthly Rent in the manner specified by Article 3 of the Lease; and (iii) the Additional Allowance shall otherwise constitute a part of the Tenant Improvement Allowance and shall be subject to the restrictions and conditions on such Tenant Improvement Allowance provided in this Work Letter. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord shall be responsible at its sole cost and expense for the incremental costs incurred by either Landlord or Tenant for asbestos removal within the interior of the Leased Premises required solely as a result of the construction of the Tenant Improvements. 5.
Tenant Improvement Allowance Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted
Construction of the Tenant Improvements Landlord shall construct the Tenant Improvements in accordance with this exhibit and the construction contract to be executed by Landlord and its contractor(s). The construction contract for constructing the Tenant Improvements and the contractor(s) to perform the work shall be approved and/or selected, as the case may be, by Landlord at its sole and absolute discretion without the consent of Tenant.
Disbursement of Tenant Improvement Allowance During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows.
Landlord’s Contribution Landlord shall, in the manner hereinafter set forth, contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation 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. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contribution.
Tenant Improvement Costs The Tenant Improvements’ cost (the “Tenant Improvement Costs”) shall mean and include any and all costs and expenses of the Work, including, without limitation, all of the following:
Landlord's Improvements All fixtures, improvements or equipment which are installed, constructed on or attached to the Premises or Common Area by Landlord shall be a part of the realty and belong to Landlord.
Completion of Landlord’s Work Landlord shall substantially complete or cause to be substantially completed Landlord’s Work in a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature that do not interfere with the use of the Premises and shall obtain a certificate or temporary certificate of occupancy (or an equivalent approval) for the Premises permitting lawful occupancy of the Premises during the Term (but specifically excluding any permits, licenses or other governmental approvals required to be obtained in connection with Tenant’s operations in the Premises not relating to Landlord’s Work)(“Substantial Completion” or “Substantially Complete”). Upon Substantial Completion of Landlord’s Work, Landlord shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“AIA”) document G704. For purposes of this Work Letter, “Minor Variations” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comply with any request by Tenant for modifications to Landlord’s Work; (iii) to comport with good design, engineering, and construction practices that are not material; or (iv) to make reasonable adjustments in accordance with good design, engineering, and construction practices for field deviations or conditions encountered during the construction of Landlord’s Work.
Tenant Improvements Subject to this Section 4, Tenant shall accept the Suite 110 Premises in its “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite 110 Premises shall be subject to all the terms and conditions set forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary, Landlord hereby agrees to grant Tenant an allowance in the amount of $10,000 to be applied toward the cost (including architectural and engineering fees) of alterations performed by Tenant in the Suite 110 Premises (the “Granted Allowance”) in conjunction with Tenant’s initial occupancy of Suite 110 Premises. Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite 110 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite 110 Premises exceeds the amount of the Granted Allowance, the excess shall be paid by Tenant after the Granted Allowance is fully exhausted. Any portion of the Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Eighth Amendment Commencement Date shall revert to Landlord, and Tenant shall have no further rights with respect thereto.
