Common use of CONSTRUCTION AND ACCEPTANCE Clause in Contracts

CONSTRUCTION AND ACCEPTANCE. 8.1 Landlord at its sole cost and expense shall construct the "BASE BUILDING" improvements as specified in Exhibit C attached hereto and incorporated by reference herein. Landlord shall also construct certain Tenant Improvements as specified in Exhibit C. Landlord shall provide a Tenant Improvement Allowance in the amount specified in Paragraph 1(h) to be applied to the cost of the Tenant Improvements constructed by Landlord. If the actual cost of such Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall pay to Landlord the excess amount in equal monthly installments in advance during the period of Landlord's construction of such improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. If the cost is less than the Tenant Improvement Allowance, the balance of the Tenant Improvement Allowance shall be applied to the cost of any Special Tenant Improvements described in Exhibit C, or if none are specified, to the cost of Tenant Improvements under any then existing lease between Landlord and Tenant for other premises in the Center. Landlord agrees to notify Tenant at least thirty (30) days prior to the date Landlord anticipates substantial completion of its construction obligations as set forth in Exhibit C. The "DELIVERY DATE" for the Premises shall be the date upon which (i) Landlord has substantially completed in accordance with Exhibit C the Base Building and the Tenant Improvements to be constructed by Landlord, as evidenced by a written certificate of substantial completion issued by Landlord's architect; (ii) the parking areas on Parcel 2 shall have been substantially completed and all interior roadways designated on the Site Plan which provide ingress and egress to the Premises and to such parking areas shall be paved and accessible from the public roads; and (iii) a certificate of occupancy or temporary certificate of occupancy, as applicable, or reasonably substantially equivalent shall have been issued by the applicable governmental authority if required to permit the Premises to be legally occupied; provided that if such certificate cannot be issued until Tenant has completed any items of Tenant's Work, this requirement shall not be a condition to Landlord's delivery of the Premises. As used herein, "SUBSTANTIAL COMPLETION" shall mean Landlord's Work (as defined in Exhibit C) has been completed, except for minor punch list items which do not interfere with Tenant's ability to complete its improvements. The condition of the Premises in compliance with the requirements set forth in items (i) through (iii) above may sometimes be referred to herein as the "DELIVERY CONDITION."

CONSTRUCTION AND ACCEPTANCE. 8.1 Landlord at its sole cost and expense shall construct the "BASE BUILDINGLANDLORD'S WORK" improvements as specified described in Exhibit C attached hereto and incorporated by reference herein. Landlord Tenant shall also construct certain Tenant Improvements "TENANT'S WORK" as specified in Exhibit C. C and Landlord shall provide a Tenant Improvement Allowance in the amount specified in Paragraph 1(h1(i) to be applied to the cost of the Tenant Improvements constructed by LandlordTenant. If the actual cost of such Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant all excess costs shall pay to Landlord the excess amount in equal monthly installments in advance during the period of Landlordbe at Tenant's construction of such improvements, with the first installment payable prior to sole cost and as a condition of Landlord's obligation to commence construction of the Tenant Improvementsexpense. If the cost is less than the Tenant Improvement Allowance, the balance of the Tenant Improvement Allowance shall be applied to the cost of any Special Tenant Improvements described in Exhibit C, or if none are specified, to the cost of Tenant Improvements under any then existing lease between Landlord and Tenant for other premises in the Center. Landlord agrees to notify Tenant at least thirty ten (3010) days prior to the date Landlord anticipates substantial completion of its construction obligations the Base Building portion of Landlord's Work as set forth in Exhibit C. C ("BASE BUILDING WORK"). The "DELIVERY DATE" for the Premises shall be the date upon which (i) Landlord has substantially completed in accordance with Exhibit C the Base Building and the Tenant Improvements to be constructed by LandlordWork, as evidenced by a written certificate of substantial completion issued by Landlord's architect; , and (ii) the parking areas on Parcel 2 3 shall have been substantially completed and all interior roadways designated on the Site Plan which provide ingress and egress to the Premises and to such parking areas shall be paved and accessible from the public roads; and (iii) a certificate of occupancy or temporary certificate of occupancy, as applicable, or reasonably substantially equivalent shall have been issued by the applicable governmental authority if required to permit the Premises to be legally occupied; provided that if such certificate cannot be issued until Tenant has completed any items of Tenant's Work, this requirement shall not be a condition to . The remaining Landlord's delivery of Work shall be substantially completed on or before the PremisesRent Commencement Date. As used herein, "SUBSTANTIAL COMPLETION" shall mean Landlord's Work (as defined in Exhibit C) has been completed, except for minor punch list items which do not interfere with Tenant's ability to complete its improvements. The condition of the Premises in compliance with the requirements set forth in items (i) through and (iiiii) above may sometimes be referred to herein as the "DELIVERY CONDITION."

CONSTRUCTION AND ACCEPTANCE. 8.1 Landlord at its sole cost and expense shall construct the "BASE BUILDING" improvements as specified in Exhibit C attached hereto and incorporated by reference herein. Landlord shall also construct certain Tenant Improvements as specified in Exhibit C. Landlord shall provide a Tenant Improvement Allowance in the amount specified in Paragraph 1(h) to be applied to the cost of the Tenant Improvements constructed by Landlord. If the actual cost of such Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall pay to Landlord the excess amount in equal monthly installments in advance during the period of Landlord's construction of such improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. If the cost is less than the Tenant Improvement Allowance, the balance of the Tenant Improvement Allowance shall be applied to the cost of any Special Tenant Improvements described in Exhibit C, or if none are specified, to the cost of Tenant Improvements under any then existing lease between Landlord and Tenant for other premises in the Center. Landlord agrees to notify Tenant at least thirty (30) days prior to the date Landlord anticipates substantial completion of its construction obligations as set forth in Exhibit C. The "DELIVERY DATE" for the Premises shall be the date upon which (i) Landlord has substantially completed in accordance with Exhibit C the Base Building and the Tenant Improvements to be constructed by Landlord, as evidenced by a written certificate of substantial completion issued by Landlord's architect; (ii) the parking areas on Parcel 2 1 shall have been substantially completed and all interior roadways designated on the Site Plan which provide ingress and egress to the Premises and to such parking areas shall be paved and accessible from the public roads; and (iii) a certificate of occupancy or temporary certificate of occupancy, as applicable, or reasonably substantially equivalent shall have been issued by the applicable governmental authority if required to permit the Premises to be legally occupied; provided that if such certificate cannot be issued until Tenant has completed any items of Tenant's Work, this requirement shall not be a condition to Landlord's delivery of the Premises. As used herein, "SUBSTANTIAL COMPLETION" shall mean Landlord's Work (as defined in Exhibit C) has been completed, except for minor punch list items which do not interfere with Tenant's ability to complete its improvements. The condition of the Premises in compliance with the requirements set forth in items (i) through (iii) above may sometimes be referred to herein as the "DELIVERY CONDITION."

CONSTRUCTION AND ACCEPTANCE. 8.1 9.1 Notwithstanding anything to the contrary contained herein, Landlord at and Tenant hereby agree that Tenant shall accept delivery of the Premises in its sole cost current, "as is" condition, and expense Tenant shall construct be responsible for the completion of Landlord's Work as set forth in Exhibit C, provided that Landlord shall remain responsible for all costs attributable to the completion of such work, subject to the provisions of Paragraph 9.2. 9.2 Tenant shall prepare a bid package for the construction of all improvements to the Premises with Landlord's Work segregated from Tenant's Work for bidding purposes (the "BASE BUILDING" improvements as specified in Exhibit C attached hereto and incorporated by reference hereinBid Documents"). Upon Landlord's approval of the Bid Documents, not to be unreasonably withheld or delayed, the project shall be put out for competitive bids to no less than three qualified contractors. Landlord reserves the right to approve all contractors to be included on the bid list and to submit its own contractors for inclusion in the bid list. Tenant shall also construct certain have the right, in its reasonable discretion, to select the best overall bid taking into consideration the total cost as well as the contractor's qualifications and ability to meet the schedule as defined within the Bid Documents. Tenant Improvements will provide Landlord with a copy of the executed construction contract along with copies of the contractor's insurance certificate(s) and contractor's license. Any and all additions, deletions and modifications to the Landlord's Work must be a uthorized by a written change order signed by Landlord and Tenant, and the contract price shall be modified only as specified set out in Exhibit C. the written change order. Subject to receipt of the foregoing documentation, Landlord shall provide a reimburse Tenant Improvement Allowance in the amount specified in Paragraph 1(h) to be applied to for the cost of Landlord's Work within fifteen (15) days of Tenant's submission to Landlord of a) conditional lien releases or receipts for progress payments made evidencing Tenant's payment in full to all suppliers and contractors providing materials or services associated with the Landlord's Work, and b) a certificate of insurance as required In the Lease. The Parties acknowledge and agree that Tenant Improvements constructed by intends to construct a ceiling and install lighting other than Landlord's standard suspended T-bar acoustical ceiling with drop-in 2 x 4 fluorescent light fixtures, but that both ceiling and lighting designs shall be bid as alternates within the Bid Documents. If The Parties further agree that Landlord's reimbursement for the ceiling and related lightens shall be an amount equal t o the lesser of the actual cost of such Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall pay to Landlord ceiling and related lighting or the excess bid amount in equal monthly installments in advance during the period of for Landlord's construction of such improvementsstandard ceiling and lighting design. Notwithstanding the above, with in the first installment payable prior to and as a condition of event that the bid accepted by Tenant does not include the lowest amount bid for Landlord's Work, Landlord's obligation to commence construction reimburse Tenant for Landlord's Work shall not exceed the amount that is 10% above the lowest bid received for Landlord's Work from a qualified contractor meeting all bid specifications. 9.3 Tenant agrees, immediately upon receipt of a fully executed copy of this Lease, to accept delivery of the Tenant Improvements. If the cost is less than the Tenant Improvement AllowancePremises and to thereupon immediately proceed, the balance of the Tenant Improvement Allowance shall be applied with due diligence and at its own expense, to the cost of any Special Tenant Improvements described in perform Landlord's Work as designated on Exhibit C, or if none are specifiedto install its trade fixtures and to perform Tenant's Work as designated on Exhibit C and such other work as it may deem necessary to open for the conduct of its business in the Premises. Tenant agrees to undertake such work in compliance with Article 10 herein and further that it will comply with all government rules, regulations and ordinances relating to the cost installation of Tenant's trade fixtures and will fully pay for such work and will obtain insurance as specified in Article 15. 9.4 Tenant Improvements under any then existing lease between Landlord and Tenant for other premises in the Center. Landlord agrees to notify Tenant at least shall have a period of thirty (30) days prior to the date Landlord anticipates substantial completion from delivery of its construction obligations as set forth in Exhibit C. The "DELIVERY DATE" for the Premises shall be the date upon within which (i) to notify Landlord has substantially completed in accordance with Exhibit C the Base Building and the Tenant Improvements to be constructed by Landlord, as evidenced by a written certificate writing of substantial completion issued by any defects in Landlord's architect; existing improvements . In the event of Tenant's proper notice, Landlord shall promptly correct the defect. From and after said thirty (ii30) the parking areas on Parcel 2 day period, Landlord shall have been substantially completed no obligation in regard to said construction except as otherwise provided by this Lease and all interior roadways designated on the Site Plan which provide ingress and egress to the Premises and to such parking areas Landlord extends no warranties express or implied other than as stated above. Landlord shall not be paved and accessible from the public roads; and (iii) a certificate liable for any damages caused because of occupancy or temporary certificate delay in delivering possession of occupancy, as applicable, or reasonably substantially equivalent shall have been issued by the applicable governmental authority if required to permit the Premises to be legally occupied; provided that if such certificate cannot be issued until Tenant. 9.5 Tenant has completed any items of Tenant's Work, this requirement shall not be a condition agrees to Landlord's delivery of the Premises. As used herein, "SUBSTANTIAL COMPLETION" shall mean Landlord's Work (as defined open its business in Exhibit C) has been completed, except for minor punch list items which do not interfere with Tenant's ability to complete its improvements. The condition of the Premises not later than the Rent Commencement Date described in compliance with the requirements set forth in items (i) through (iii) above may sometimes be referred to herein as the "DELIVERY CONDITIONParagraph 3 above."

CONSTRUCTION AND ACCEPTANCE. 8.1 Landlord at its sole cost and expense shall construct the "BASE BUILDING" improvements “Landlord’s Work” as specified described in Exhibit C attached hereto and incorporated by reference herein. Landlord Tenant shall also construct certain Tenant Improvements “Tenant’s Work” as specified in Exhibit C. C and Landlord shall provide a Tenant Improvement Allowance in the amount specified in Paragraph 1(h1 (i) to be applied to the cost of the Tenant Improvements constructed by LandlordTenant. If the actual cost of such Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant all excess costs shall pay to Landlord the excess amount in equal monthly installments in advance during the period of Landlord's construction of such improvements, with the first installment payable prior to be at Tenant’s sole cost and as a condition of Landlord's obligation to commence construction of the Tenant Improvementsexpense. If the cost is less than the Tenant Improvement Allowance, the balance of the Tenant Improvement Allowance shall be applied to the cost of any Special Tenant Improvements described in Exhibit C, or if none are specified, to the cost of Tenant Improvements under any then existing lease between Landlord and Tenant for other premises in the Center. Landlord agrees to notify Tenant at least thirty ten (3010) days prior to the date Landlord anticipates substantial completion of its construction obligations the Base Building portion of Landlord’s Work as set forth in Exhibit C. C (“Base Building Work”). The "DELIVERY DATE" “Delivery Date” for the Premises shall be the date upon which (i) Landlord has substantially completed in accordance with Exhibit C the Base Building and the Tenant Improvements to be constructed by LandlordWork, as evidenced by a written certificate of substantial completion issued by Landlord's ’s architect; (ii) the parking areas on Parcel 2 . The remaining Landlord’s Work shall have been be substantially completed and all interior roadways designated on or before the Site Plan which provide ingress and egress to the Premises and to such parking areas shall be paved and accessible from the public roads; and (iii) a certificate of occupancy or temporary certificate of occupancy, as applicable, or reasonably substantially equivalent shall have been issued by the applicable governmental authority if required to permit the Premises to be legally occupied; provided that if such certificate cannot be issued until Tenant has completed any items of Tenant's Work, this requirement shall not be a condition to Landlord's delivery of the PremisesRent Commencement Date. As used herein, "SUBSTANTIAL COMPLETION" “substantial completion” shall mean Landlord's Work (as defined in Exhibit C) has been completed, except for minor punch list items which do not interfere with Tenant's ’s ability to complete its improvements. The condition of the Premises in compliance with the requirements set forth in items (i) through (iii) above may sometimes be referred to herein as the "DELIVERY CONDITION“Delivery Condition."”

CONSTRUCTION AND ACCEPTANCE. 8.1 Landlord at its sole cost and expense shall construct Landlord's Work as defined in the "BASE BUILDING" improvements Work Letter attached hereto as specified in Exhibit C attached hereto and incorporated by reference herein. Landlord shall also notify Tenant when Landlord has substantially completed the Base Building work within the Premises described in Exhibit C and shall tender delivery of possession of the Premises to Tenant. The certification by Landlord that such Base Building work has been substantially completed shall be conclusive and binding upon the parties hereto. 8.2 Tenant agrees, immediately upon the delivery of the Premises, substantially completed as provided in Paragraph 8.1, to accept delivery of same and to thereupon immediately proceed, with due diligence and at its own expense, to construct certain Tenant's Work as defined in Exhibit C. Prior to commencing Tenant's Work, Tenant Improvements shall submit to Landlord for approval good and sufficient plans and specifications prepared by an architect acceptable to Landlord. Once said plans are approved by Landlord in writing, Tenant shall apply for a building permit. After said permit has been obtained, Tenant shall construct the Tenant's Work in strict accordance with such plans and shall make no changes without Landlord's consent. Landlord may impose as a condition of its consent to the plans and any changes such requirements as Landlord in its reasonable discretion may deem reasonable and desirable, including but not limited to the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord. Tenant agrees to use only licensed contractors and to undertake said work in compliance with Exhibit C and Article 9 herein. Further, Tenant agrees to comply with all government rules, regulations and ordinances relating to Tenant's Work and Tenant's trade fixtures and will fully pay for such work and will obtain insurance as specified in Exhibit C. Landlord shall provide a Tenant Improvement Allowance in the amount specified in Paragraph 1(h) C and Article 14. If due to be applied Tenants Work, alterations to the cost of Premises or Building are required to comply with the Tenant Improvements constructed by Landlord. If the actual cost of such Tenant Improvements exceeds the Tenant Improvement AllowanceADA requirements or any other building code or governmental requirements, Tenant shall pay to Landlord the excess amount in equal monthly installments in advance during the period of Landlord's construction of be solely responsible for all costs associated with such improvementsalterations. 8.3 Tenant shall, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. If the cost is less than the Tenant Improvement Allowance, the balance of the Tenant Improvement Allowance shall be applied to the cost of any Special Tenant Improvements described in Exhibit C, or if none are specified, to the cost of Tenant Improvements under any then existing lease between Landlord and Tenant for other premises in the Center. Landlord agrees to notify Tenant at least thirty (30) days prior to the date Landlord anticipates substantial completion of its construction obligations as set forth in Exhibit C. The "DELIVERY DATE" for the Premises shall be the date upon which (i) Landlord has substantially completed in accordance with Exhibit C the Base Building and the Tenant Improvements to be constructed by Landlord, as evidenced by a written certificate of substantial completion issued by Landlord's architect; (ii) the parking areas on Parcel 2 shall have been substantially completed and all interior roadways designated on the Site Plan which provide ingress and egress to the Premises and to such parking areas shall be paved and accessible from the public roads; and (iii) a certificate of occupancy or temporary certificate of occupancy, as applicable, or reasonably substantially equivalent shall have been issued by the applicable governmental authority if required to permit the Premises to be legally occupied; provided that if such certificate cannot be issued until Tenant has completed any items of Tenant's Work, this requirement shall not be a condition to Landlord's delivery of the Premises. As used herein, "SUBSTANTIAL COMPLETION" shall mean immediately notify Landlord in writing of any defects or non-conformance in Landlord's Work Work. In the event of Tenant's proper notice, Landlord shall promptly correct the defect or non-conformance. From and after the Commencement Date, Landlord shall have no obligation in regard to said construction except as otherwise provided by this Lease and Landlord extends no warranties express or implied other than as stated above. The Tentative Commencement Date set forth in Paragraph 1(f) above is an estimate only, Landlord shall not be liable for any damages caused because of delay in delivering possession of the Premises to Tenant, provided, however, if the Commencement Date has not occurred on or before September 15, 2001, Tenant shall be entitled to a rent credit of one day's Minimum Rent for each day of Landlord's delay. The time periods referenced above with respect to delivering the Premises to Tenant shall be extended by the number of days of any delay due to Tenant's Delay (as defined in Exhibit C) and/or Force Majeure (as defined in Section 32.8 hereafter). 8.4 After the Premises has been completedconstructed, except for minor punch list items which do not interfere with TenantLandlord's ability to complete its improvements. The condition architect shall measure the gross leasable area ("GLA") of the Premises in compliance with and Landlord shall notify Tenant of such measurement. The GLA so determined will be deemed to be the requirements GLA of the Premises for all purposes of this Lease. To compute the Premises GLA, Building 4 shall be measured to the drip line. The Initial Minimum Monthly Rent, Operating Expense and Tax Payments, Security Deposit and Prepaid Rent amounts set forth in items (i) through (iii) above may sometimes Article I were based on an estimated GLA of 19,262 square feet. In the event that the Premises GLA as determined pursuant this Section 8.4 is different from estimated GLA, such amounts set forth in Article 1 shall be referred to herein as the "DELIVERY CONDITIONadjusted accordingly."