Common use of Architects, Consultants and Contractors Clause in Contracts

Architects, Consultants and Contractors. Landlord and Tenant hereby acknowledge and agree that: (i) DGA shall be the architect (the “TI Architect”) for the Tenant Improvements, (ii) DPR Construction shall be the general contractor (the “General Contractor”) for the Tenant Improvements, and (iii) any subcontractors for the Tenant Improvements shall be selected, subject to the terms of this paragraph, by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The design contract between Landlord and the TI Architect with respect to the Tenant Improvements shall be separate from the design contract between Landlord and the TI Architect with respect to the Building Shell (as defined below) and such design contract for the Tenant Improvements shall be reasonably acceptable to Tenant. The construction contract between Landlord and the General Contractor for the Tenant Improvements including, without limitation, the General Contractor’s fee and the general conditions of the construction contract for the Tenant Improvements shall be negotiated by Landlord, subject to Tenant’s approval which shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall (a) obtain at least 3 bids from subcontractors reasonably approved in advance by Tenant for the work of the major trades of the Tenant Improvements (comprising the mechanical, electrical and plumbing work, each a “Major Trade Subcontractor”), and (b) select the lowest bid from among such Major Trade Subcontractors, unless otherwise reasonably approved by Tenant and Landlord. All bids for the Tenant Improvements will be made available to Tenant on an “open book” basis.

Architects, Consultants and Contractors. The architect (the ---------------------------------------- "PROJECT ARCHITECT"), engineers, designers, and general contractor (the "PROJECT CONTRACTOR") responsible for the design, development, and construction of the Base Building Work and other components of the Project as a whole (collectively, the "PROJECT WORK"), the architect (the "TI ARCHITECT"), engineers, designers, and general contractor (the "TI CONTRACTOR") responsible for the design, development, and construction of the Tenant Improvements, and the general contractor (the "GREENHOUSE CONTRACTOR") responsible for the construction of the Greenhouse, shall be selected by Landlord, subject to Tenant's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. The architect (the "GREENHOUSE ARCHITECT"), engineers, and designers responsible for the design and development of the Greenhouse shall be selected by Tenant, subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. The Project Contractor shall select all subcontractors to be used for the Project Work, the TI Contractor shall select all subcontractors to be used for the Tenant Improvements, and the Greenhouse Contractor shall select all subcontractors to be used for the Greenhouse, provided that any subcontractors ("MAJOR SUBCONTRACTORS") under subcontracts in excess of $100,000.00 ("MAJOR SUBCONTRACTS") shall be subject to the mutual approval of Landlord and Tenant. The TI Architect, the TI Contractor, the Greenhouse Architect, and the Greenhouse Contractor shall coordinate with the Project Architect in a manner reasonably satisfactory to Landlord. Landlord and Tenant hereby acknowledge and agree that: (i) DGA shall be O'Xxxxx Xxxxxx & Associates has been pre-approved as the architect (Project Architect and the “TI Architect”) for the Tenant Improvements, ; (ii) DPR Construction shall be Xxxxxx Building Corporation has been pre-approved as the general contractor (Project Contractor, the “General TI Contractor”) for , and the Tenant Improvements, Greenhouse Contractor; and (iii) any subcontractors for Xxxxxxxxxxx Associates, Inc. has been pre-approved as the Tenant Improvements shall be selected, subject to the terms Greenhouse Architect. For purposes of this paragraphWork Letter, by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The design contract between Landlord the Project Architect and the TI Architect with respect may be referred to collectively as the Tenant Improvements shall be separate from "PRIMARY ARCHITECTS", the design contract between Landlord Project Architect, the TI Architect, and the Greenhouse Architect may be referred to collectively as the "ARCHITECTS", the Project Contractor, the TI Architect with respect to the Building Shell (as defined below) and such design contract for the Tenant Improvements shall be reasonably acceptable to Tenant. The construction contract between Landlord Contractor, and the General Greenhouse Contractor for may be referred to collectively as the Tenant Improvements including"CONTRACTORS", without limitation, the General Contractor’s fee and the general conditions of Architects and the construction contract for the Tenant Improvements shall Contractors may be negotiated by Landlord, subject referred to Tenant’s approval which shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall (a) obtain at least 3 bids from subcontractors reasonably approved in advance by Tenant for the work of the major trades of the Tenant Improvements (comprising the mechanical, electrical and plumbing work, each a “Major Trade Subcontractor”), and (b) select the lowest bid from among such Major Trade Subcontractors, unless otherwise reasonably approved by Tenant and Landlord. All bids for the Tenant Improvements will be made available to Tenant on an “open book” basisgenerally as "DEVELOPERS".

Architects, Consultants and Contractors. (i) Landlord and Tenant hereby acknowledge and agree that: (iA) DGA DPR Construction, Inc. (“DPR”), shall be the general contractor for the Building Shell Work (as defined below) (in such capacity, the “Shell Contractor”), and any subcontractors for the Building Shell Work shall be selected by Landlord, at it is sole discretion, and (B) the architect for the Building Shell Work shall be Gensler Architects (the “Shell Architect”) and the architect for the Tenant Improvements shall be DGA (the “TI Architect”) for the Tenant Improvements, (ii) DPR Construction shall be the ). The general contractor (the “General Contractor”) for the Tenant Improvements, and (iii) any subcontractors for the Tenant Improvements (the “TI GC”) shall be selectedselected and retained in accordance with Section 1(c)(iii) below, subject to the terms of this paragraph, by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The design contract between Landlord and the TI Architect with respect to the Tenant Improvements shall be separate from the design contract between Landlord and the TI Architect with respect to the Building Shell (as defined below) and such design contract for the Tenant Improvements shall be reasonably acceptable to Tenant. The construction contract between Landlord and the General Contractor for the Tenant Improvements including, without limitation, the General Contractor’s fee and the general conditions of the construction contract for the Tenant Improvements shall be negotiated by Landlord, subject to Tenant’s approval which shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall (a) obtain at least 3 bids from subcontractors reasonably approved in advance by Tenant for the work of the major trades of the Tenant Improvements (comprising the mechanical, electrical and plumbing work, each a “Major Trade Subcontractor”)) shall be selected and designated for engagement by the TI GC as incorporated into the DPR negotiated bid or the Proposed GC Bid, as applicable, for purposes of the TI GC retained by Landlord in accordance with Section 1(c)(iii) below. (ii) Landlord has pre-approved, and Tenant is currently in negotiations with, DPR as the prospective general contractor for the Tenant Improvements, pursuant to a negotiated bid process for the cost of the Tenant Improvements. Based on the status of such negotiations as of the date of this Work Letter, Tenant may (A) seek competitive negotiated bids from one or more of the Major Trade Subcontractors proposed by DPR as part of the DPR negotiated bid, in order to reduce the DPR negotiated bid proposal for the cost of the Tenant Improvements, and (bB) select seek competitive negotiated bids from one or more additional general contractors reasonably acceptable to Landlord with substantial experience in the lowest construction of wet lab research and development facilities. If Tenant elects seek competitive negotiated bids from the Major Trade Subcontractors in order to reduce the DPR negotiated bid for the Tenant Improvements, Tenant shall do so in accordance with Section 1(c)(iv) below; and if Tenant elects to seek negotiated competitive bids from among such qualified general contractors to act as the TI GC, Tenant shall do so in accordance with Section 1(c)(iii) below; provided that the DPR negotiated bid and the competitive Proposed GC Bids shall reflect the same cost of the major trade work to be performed by the Major Trade Subcontractors selected by Tenant pursuant to Section 1(c)(iii) below. Landlord shall have the right to participate in Tenant’s negotiated bid process with DPR and any of the Major Trade Subcontractors, unless otherwise reasonably approved and in Tenant’s competitive bid process with the general contractors and subcontractors selected by Tenant as provided in Sections 1(c)(iii) and Landlord1(c)(iv) below. All Tenant shall share copies of the competitive negotiated bids for received from the Tenant Improvements will be made available to Tenant alternative general contractors and the major trade subcontractors with Landlord on an “open book” basis. (iii) If Tenant elects to seek competitive negotiated bids from one or more additional general contractors reasonably acceptable to Landlord, and as a result of the competitive bid process a qualified competing general contractor provides Tenant with a lower competitive bid for the work of the Tenant Improvements (incorporating the cost of the major trade work as proposed by the Major Trade Subcontractors selected by Tenant), which is acceptable to Tenant (the “Proposed GC Bid”), then Tenant shall submit such Proposed GC Bid to Landlord and DPR for their mutual consideration. Landlord shall have ten (10) business days following receipt of the Proposed Bid to designate either DPR or the general contractor submitting the Proposed GC Bid as the general contractor of the Tenant Improvements (the “TI GC”). The TI GC shall be engaged by Landlord pursuant to a construction agreement approved by Tenant in its reasonable discretion prior to execution by Landlord and TI GC. The TI GC construction agreement shall provide that Tenant will be named as an express beneficiary of the warranties provided by the TI GC and the subcontractors performing the work of the Tenant Improvements. In the event that DPR is engaged as the TI GC, then the general conditions of the Building Shell Work and the Tenant Improvements shall be equitably allocated between Landlord and Tenant in proportion to the relative cost of the Building Shell Work and the Tenant Improvements. (iv) Landlord shall provide Tenant with Landlord’s list of pre-approved Major Trade Subcontractors. Within 2 business days after receipt of the list, Tenant shall notify Landlord in writing the names of any major trade subcontractors that Tenant would like added to the pre-approved list. Landlord shall consider such request and if any of the major trade subcontractors proposed by Tenant are acceptable to Landlord in the exercise of Landlord’s reasonable discretion, Landlord shall add the applicable major trade subcontractors to the pre-approved list and bids shall be obtained from all of the parties on the pre-approved list. The lowest competitive bid shall be used as the basis to select the Major Trade Subcontractors retained by the TI GC from such pre-approved list.

Architects, Consultants and Contractors. The architect (the "Project --------------------------------------- Architect"), engineers, designers, and general contractor (the "Project Contractor") responsible for the design, development, and construction of the Base Building Work and other components of the Project as a whole (collectively, the "Project Work"), the architect (the "TI Architect"), engineers, designers, and general contractor (the "TI Contractor") responsible for the design, development, and construction of the Tenant Improvements, and the general contractor (the "Greenhouse Contractor") responsible for the construction of the Greenhouse, shall be selected by Landlord, subject to Tenant's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. The architect (the "Greenhouse Architect"), engineers, and designers responsible for the design and development of the Greenhouse shall be selected by Tenant, subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed. The Project Contractor shall select all subcontractors to be used for the Project Work, the TI Contractor shall select all subcontractors to be used for the Tenant Improvements, and the Greenhouse Contractor shall select all subcontractors to be used for the Greenhouse, provided that any subcontractors ("Major Subcontractors") under subcontracts in excess of $100,000.00 ("Major Subcontracts") shall be subject to the mutual approval of Landlord and Tenant. The TI Architect, the TI Contractor, the Greenhouse Architect, and the Greenhouse Contractor shall coordinate with the Project Architect in a manner reasonably satisfactory to Landlord. Landlord and Tenant hereby acknowledge and agree that: (i) DGA shall be O'Xxxxx Xxxxxx & Associates has been pre-approved as the architect (Project Architect and the “TI Architect”) for the Tenant Improvements, ; (ii) DPR Construction shall be Xxxxxx Building Corporation has been pre-approved as the general contractor (Project Contractor, the “General TI Contractor”) for , and the Tenant Improvements, Greenhouse Contractor; and (iii) any subcontractors for Xxxxxxxxxxx Associates, Inc. has been pre-approved as the Tenant Improvements shall be selected, subject to the terms Greenhouse Architect. For purposes of this paragraphWork Letter, by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. The design contract between Landlord the Project Architect and the TI Architect with respect may be referred to collectively as the Tenant Improvements shall be separate from "Primary Architects", the design contract between Landlord Project Architect, the TI Architect, and the Greenhouse Architect may be referred to collectively as the "Architects", the Project Contractor, the TI Architect with respect to the Building Shell (as defined below) and such design contract for the Tenant Improvements shall be reasonably acceptable to Tenant. The construction contract between Landlord Contractor, and the General Greenhouse Contractor for may be referred to collectively as the Tenant Improvements including"Contractors", without limitation, the General Contractor’s fee and the general conditions of Architects and the construction contract for the Tenant Improvements shall Contractors may be negotiated by Landlord, subject referred to Tenant’s approval which shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall (a) obtain at least 3 bids from subcontractors reasonably approved in advance by Tenant for the work of the major trades of the Tenant Improvements (comprising the mechanical, electrical and plumbing work, each a “Major Trade Subcontractor”), and (b) select the lowest bid from among such Major Trade Subcontractors, unless otherwise reasonably approved by Tenant and Landlord. All bids for the Tenant Improvements will be made available to Tenant on an “open book” basisgenerally as "Developers".

Architects, Consultants and Contractors. Landlord and Tenant hereby acknowledge and agree that: (i1) DGA shall be the architect Landlord’s Work (the “TI Architect”) for including the Tenant Improvements) shall be undertaken on a design-build basis and be “open-book”, and (ii2)(i) DPR Construction The Richmond Group shall be the general contractor for the Landlord’s Work (the “General Contractor”) for including the Tenant Improvements), and (iiiii) any subcontractors for the Landlord’s Work (including the Tenant Improvements) shall be selected by Landlord (it being acknowledged, however, that all subcontractor trades other than mechanical, electrical, plumbing and fire protection will be bid out with respect to the Tenant Improvements and, in connection therewith, Landlord will reasonably consult with Tenant on the selection of the subcontractors chosen to provide bids, and require that the lowest qualified bidder shall be selectedselected unless otherwise promptly instructed by Tenant (Tenant acknowledging that any increased cost from its election to select another subcontractor shall be borne by Tenant, including use of the TI Allowance, and such election may result in a Tenant Delay)), (iii) SGA shall be the architect for the Landlord’s Work other than the Tenant Improvements (the “Base Building Architect”), and (iv) LAB / Life. Science. Architecture, Inc. (LAB/LSA) shall be the architect for the Tenant Improvements (the "TI Architect"). Landlord shall have the right to replace The Richmond Group, the Base Building Architect, and the TI Architect, provided the replacement TI Architect and general contractor for the Tenant Improvements will be subject to the terms written consent of this paragraph, by Landlord, subject to Tenant’s approval, which approval consent shall not be unreasonably withheld, conditioned conditioned, or delayed. The design contract between Landlord and the TI Architect with respect to the Tenant Improvements shall be separate from the design contract between Landlord and the TI Architect with respect to the Building Shell (as defined below) and such design contract for the Tenant Improvements shall be reasonably acceptable to Tenant. The construction contract between Landlord and the General Contractor for the Tenant Improvements including, without limitation, the General Contractor’s fee and the general conditions of the construction contract for the Tenant Improvements shall be negotiated by Landlord, subject to Tenant’s approval which shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall (a) obtain at least 3 bids from subcontractors reasonably approved in advance by Tenant for the work of the major trades of the Tenant Improvements (comprising the mechanical, electrical and plumbing work, each a “Major Trade Subcontractor”), and (b) select the lowest bid from among such Major Trade Subcontractors, unless otherwise reasonably approved by Tenant and Landlord. All bids for the Tenant Improvements will be made available to Tenant on an “open book” basis.ActiveUS 179671324v.10