Common use of Construction of Interior Improvements Clause in Contracts

Construction of Interior Improvements. Tenant shall have the right to construct the Interior Improvements in accordance with the following: A. Tenant warrants that the Interior Improvements shall be constructed in a good and workmanlike manner substantially in accordance with the Approved Plans (as modified by any change orders approved by Landlord and Tenant pursuant to paragraph 3 hereof) and all Laws. All materials and equipment furnished shall be fully paid for and be free of liens, chattel mortgages, and security interests of any kind. B. The Interior Improvements shall be constructed by Prime Contractor pursuant to a construction contract between Tenant and Prime Contractor. Landlord shall have the right to review such form of construction contract before it is executed. Once the construction contract between Prime Contractor and Tenant has been executed, Tenant shall not materially amend, modify or alter the responsibilities of Prime Contractor thereunder without Landlord's written consent, except for change orders approved pursuant to paragraph 3 hereof. In connection with the execution of such construction contract, Tenant shall use reasonable efforts to provide that all construction or equipment warranties or guarantees obtained by Tenant shall, to the extent obtainable, provide that such warranties and guaranties shall also run for the benefit of Landlord. Upon reasonable written advance request of Landlord, Tenant shall inform Landlord of all written construction and equipment warranties existing in favor of Tenant which affect the Interior Improvements. Tenant shall cooperate with Landlord in enforcing such warranties and in bringing any suit that may be necessary to enforce liability with regard to any defects. C. Tenant shall use reasonable efforts to commence construction of the Interior Improvements as soon as reasonably practicable, and shall thereafter continuously prosecute such construction to completion. D. Tenant shall properly obtain, comply with and keep in effect all permits, licenses and other governmental approvals which are required to be obtained from governmental bodies in order to construct the Interior Improvements. Upon reasonable written advance request, Tenant shall promptly deliver copies of all such permits, licenses and approvals to Landlord. E. Tenant shall be solely responsible for all aspects of the construction of the Interior Improvements, including the development and design thereof as set forth in the Approved Plans, the supervision of the work of construction, the qualification, financial condition, and performance of all architects, engineers, contractors, material suppliers, consultants, and the accuracy of all applications for payment and the proper application of all disbursement. Landlord is not obligated to supervise, inspect or inform Tenant or any third party of any aspect of the construction of the Interior Improvements. Any inspection or review by Landlord, is to determine whether Tenant is properly discharging its obligations to Landlord and may not be relied upon by Tenant or any third party. Landlord owes no duty of care to Tenant or any third party to protect against or to inform Tenant or any third party of, any negligence, faulty, inadequate or defective design or construction of the Interior Improvements.

Construction of Interior Improvements. A. Development and Construction Requirements Related to Interior Improvements: Tenant shall have the right to take such time as Tenant considers desirable under all the circumstances to plan for and construct the Interior Improvements and to obtain all required permits for such Interior Improvements, but in accordance with the following: A. any event, Tenant warrants that shall cause the Interior Improvements to be constructed as to each Building prior to the expiration or termination of the term of the respective Lease for such Building. The Interior Improvements or any portion thereof, as applicable, which are to be constructed and paid for at Tenant's sole expense (except to the extent, if any, the Improvement Allowance is not fully expended in constructing the Shell Improvements), shall be designed by one or more Architects approved by Landlord as provided in this Construction Agreement and in a manner to comply with the Interior Build-Out Specifications attached as Exhibit C to the Leases. The plans for the Interior Improvements or any portion thereof, as applicable (the "Interior Improvement Plans"), shall be subject to the reasonable approval of Landlord, provided that Landlord's approval shall be confined to matters which may adversely affect any structural elements of the Building or which are inconsistent with the Interior Build-Out Specifications. Any approval by Landlord of Interior Improvement Plans which do not provide for baseboards, drop ceilings or standard HVAC for office use in any portion of the Building which would otherwise be suitable for office use, shall not affect Tenant's surrender obligations under Paragraph 7 of any Lease which may require Tenant to install such improvements in such portion of the Building prior to the surrender of the Building by Tenant to Landlord upon termination of the respective Lease. The Interior Improvements or any portion thereof, as applicable, shall be constructed by one or more Prime Contractors approved by Landlord as provided in a good this Construction Agreement. Copies of all permits and workmanlike manner approvals relating to any Interior Improvements, shall, once obtained by Tenant, be delivered to Landlord, at no cost to Landlord. Subsequent to obtaining all such permits and approvals and Landlord's approval of the Interior Improvement Plans, Tenant shall be authorized to instruct the applicable Prime Contractor to construct the Interior Improvements substantially in accordance with the Approved Plans (as modified by any change orders approved by Landlord and Tenant pursuant to paragraph 3 hereof) and all Laws. All materials and equipment furnished shall be fully paid for and be free of liens, chattel mortgages, and security interests of any kindInterior Improvement Plans. B. The Interior Improvements shall be constructed by Prime Contractor pursuant to a construction contract between Tenant and Prime Contractor. Landlord shall have the right to review such form of construction contract before it is executed. Once the construction contract between Prime Contractor and Tenant has been executed, Tenant shall not materially amend, modify or alter the responsibilities of Prime Contractor thereunder without Landlord's written consent, except for change orders approved pursuant to paragraph 3 hereof. In connection with the execution of such construction contract, Tenant shall use reasonable efforts to provide that all construction or equipment warranties or guarantees obtained by Tenant shall, to the extent obtainable, provide that such warranties and guaranties shall also run for the benefit of Landlord. Upon reasonable written advance request of Landlord, Tenant shall inform Landlord of all written construction and equipment warranties existing in favor of Tenant which affect the Interior Improvements. Tenant shall cooperate with Landlord in enforcing such warranties and in bringing any suit that may be necessary to enforce liability with regard to any defects. C. Tenant shall use reasonable efforts to commence construction of the Interior Improvements as soon as reasonably practicable, and shall thereafter continuously prosecute such construction to completion. D. Tenant shall properly obtain, comply with and keep in effect all permits, licenses and other governmental approvals which are required to be obtained from governmental bodies in order to construct the Interior Improvements. Upon reasonable written advance request, Tenant shall promptly deliver copies of all such permits, licenses and approvals to Landlord. E. Tenant shall be solely responsible for all aspects of the construction of the Interior Improvements, including the development and design thereof as set forth in the Approved Plans, the supervision of the work of construction, the qualification, financial condition, and performance of all architects, engineers, contractors, material suppliers, consultants, and the accuracy of all applications for payment and the proper application of all disbursement. Landlord is not obligated to supervise, inspect or inform Tenant or any third party of any aspect of the construction of the Interior Improvements. Any inspection or review by Landlord, is to determine whether Tenant is properly discharging its obligations to Landlord and may not be relied upon by Tenant or any third party. Landlord owes no duty of care to Tenant or any third party to protect against or to inform Tenant or any third party of, any negligence, faulty, inadequate or defective design or construction of the Interior Improvements.

Construction of Interior Improvements. Tenant Landlord shall have the right to construct the ------------------------------------- Interior Improvements in accordance with the following: A. Development and Approval of Preliminary Interior Plans: Tenant warrants that has ------------------------------------------------------ delivered to Landlord a proposed floor plan identifying its requirements for the Interior Improvements shall be constructed in a good and workmanlike manner substantially in accordance that is consistent with the Approved Plans Specifications (as modified by any change orders approved by "Tenant's Interior Requirements"). Landlord has delivered to Tenant for its review and Tenant pursuant to paragraph 3 hereof) and all Laws. All materials and equipment furnished shall be fully paid approval preliminary plans for and be free of liens, chattel mortgages, and security interests of any kind. B. The the Interior Improvements shall be constructed by Prime Contractor pursuant which are consistent with and conform to a construction contract between Tenant Tenant's Interior Requirements and Prime Contractorthe Approved Specifications (the "Preliminary Interior Plans"). Landlord shall have On or before the right to review such form due date specified in the Schedule of construction contract before it is executed. Once the construction contract between Prime Contractor and Tenant has been executedPerformance, Tenant shall not materially amendeither approve such plans or notify Landlord in writing of its specific objections to the Preliminary Interior Plans. If Tenant so objects, modify or alter Landlord shall revise the responsibilities of Prime Contractor thereunder without Landlord's written consent, except for change orders approved pursuant Preliminary Interior Plans to paragraph 3 hereof. In connection address such objections in a manner consistent with the execution of such construction contract, Tenant shall use reasonable efforts to provide that all construction or equipment warranties or guarantees obtained by Tenant shall, to the extent obtainable, provide that such warranties and guaranties shall also run parameters for the benefit of Landlord. Upon reasonable written advance request of Landlord, Tenant shall inform Landlord of all written construction and equipment warranties existing in favor of Tenant which affect the Interior Improvements. Tenant shall cooperate with Landlord in enforcing such warranties and in bringing any suit that may be necessary to enforce liability with regard to any defects. C. Tenant shall use reasonable efforts to commence construction of the Interior Improvements set forth in this Improvement Agreement and the Approved Specifications and shall resubmit such revised Preliminary Interior Plans as soon as reasonably practicablepracticable to Tenant for its approval. When such revised Preliminary Interior Plans are resubmitted to Tenant, it shall either approve such plans or notify Landlord of any further objections in writing within two (2) business days after receipt thereof. If Tenant has further objections to the revised Preliminary Interior Plans, the parties shall meet and shall thereafter continuously prosecute confer to develop Preliminary Interior Plans that are acceptable to both Landlord and Tenant within five (5) business days after Tenant has notified Landlord of its second set of objections. In the event Tenant and Landlord do not resolve all of Tenant's objections within such construction to completion. D. five (5) business day period, Landlord and Tenant shall properly obtainimmediately cause Landlord's architect to meet and confer with Tenant's architect or construction consultant, comply with and keep in effect all permits, licenses and other governmental approvals which are required to be obtained from governmental bodies in order to construct who shall apply the Interior Improvements. Upon reasonable written advance request, Tenant shall promptly deliver copies of all such permits, licenses and approvals to Landlord. E. Tenant shall be solely responsible for all aspects of the construction of the Interior Improvements, including the development and design thereof as standards set forth in this Improvement Agreement to resolve Tenant's objections and incorporate such resolution into the Approved Preliminary Interior Plans, which process Landlord and Tenant shall cause to be completed within five (5) business days after the supervision conclusion of the work of construction, five (5) business day period referred to in the qualification, financial condition, and performance of all architects, engineers, contractors, material suppliers, consultants, and the accuracy of all applications for payment and the proper application of all disbursement. Landlord is not obligated to supervise, inspect or inform Tenant or any third party of any aspect of the construction of the Interior Improvements. Any inspection or review by Landlord, is to determine whether Tenant is properly discharging its obligations to Landlord and may not be relied upon by Tenant or any third party. Landlord owes no duty of care to Tenant or any third party to protect against or to inform Tenant or any third party of, any negligence, faulty, inadequate or defective design or construction of the Interior Improvementsimmediately preceding sentence.

Construction of Interior Improvements. Tenant Landlord shall have the right to construct the ------------------------------------- Interior Improvements in accordance with the following: A. Development and Approval of Preliminary Interior Improvement ------------------------------------------------------------ Plans: On or before the due date specified in the Schedule of Performance, ----- Tenant warrants shall prepare and deliver to Landlord for its review and approval preliminary plans for the Interior Improvements which are consistent with and conform to the Interior Improvement Specifications (the "Preliminary Interior Improvement Plans"). On or before the due date specified in the Schedule of Performance, Landlord shall either approve such plans or notify Tenant in writing of its specific objections to the Preliminary Interior Improvement Plans or its proposed modifications to such plans. If Landlord so objects or proposes modifications, Tenant shall revise the Preliminary Interior Improvement Plans to address such objections in a manner consistent with the parameters for the Interior Improvements set forth in this Agreement and shall resubmit such revised Preliminary Interior Improvement Plans as soon as reasonably practicable to Landlord for its approval. When such revised Preliminary Interior Improvement Plans are resubmitted to Landlord, it shall either approve such plans and estimate or notify Tenant of any further objections in writing within five (5) business days after receipt thereof. If Landlord has further objections to the revised Preliminary Interior Improvement Plans, the parties shall meet and confer to develop Preliminary Interior Improvement Plans for the Interior Improvements that are acceptable to both Landlord and Tenant within five (5) business days after Landlord has notified Tenant of its second set of objections. In the event Tenant and Landlord do not resolve all objections within such five (5) business day period, Landlord and Tenant shall immediately cause Landlord's architect to meet and confer with Tenant's architect or construction consultant, who shall apply the standards set forth in this Agreement, including the requirement, at Landlord's direction, that the Interior Improvements shall be constructed in a good consist of improvements of general utility spread evenly throughout the Premises, to resolve Landlord's objections and workmanlike manner substantially in accordance with incorporate such resolution into the Approved Plans (as modified by any change orders approved by Preliminary Interior Improvement Plans, which process Landlord and Tenant pursuant shall cause to paragraph 3 hereofbe completed within five (5) and all Laws. All materials and equipment furnished shall be fully paid for and be free business days after the conclusion of liens, chattel mortgages, and security interests of any kindthe five (5) business day period referred to in the immediately preceding sentence. B. The Development and Approval of Preliminary Cost Estimate for --------------------------------------------------------- Interior Improvements shall be constructed by Prime Contractor pursuant to a construction contract between Tenant and Prime Contractor. Improvement Plans: On or before the due date specified in the Schedule -------------------------- of Performance, Landlord shall have the right prepare and deliver to Tenant for its review such form of construction contract before it is executed. Once the construction contract between Prime Contractor and Tenant has been executed, Tenant shall not materially amend, modify or alter the responsibilities of Prime Contractor thereunder without Landlord's written consent, except approval a Preliminary Cost Estimate for change orders approved pursuant to paragraph 3 hereof. In connection with the execution of such construction contract, Tenant shall use reasonable efforts to provide that all construction or equipment warranties or guarantees obtained by Tenant shall, to the extent obtainable, provide that such warranties and guaranties shall also run for the benefit of Landlord. Upon reasonable written advance request of Landlord, Tenant shall inform Landlord of all written construction and equipment warranties existing in favor of Tenant which affect the Interior Improvements. On or before the due date specified in the Schedule of Performance, Tenant shall cooperate with either approve such cost estimate or notify the Landlord in enforcing writing of its specific objections to the cost estimate or its proposed modifications to reduce costs. If Tenant so objects or proposes modifications, Landlord shall revise the Preliminary Cost Estimate to address such warranties and suggested cost savings in bringing any suit that may be necessary to enforce liability a manner consistent with regard to any defects. C. Tenant shall use reasonable efforts to commence construction of the parameters for the Interior Improvements set forth in this Agreement and shall resubmit such revised Preliminary Cost Estimate as soon as reasonably practicablepracticable to Tenant for its approval. When such revised Preliminary Cost Estimate is resubmitted to Tenant, it shall either approve such plans and estimate or notify Landlord of any further objections in writing within five (5) business days after receipt thereof. If Tenant has further objections to the revised Preliminary Cost Estimate, the parties shall thereafter continuously prosecute meet and confer to develop a Preliminary Cost Estimate for the Interior Improvements that is acceptable to both Landlord and Tenant within five (5) business days after Tenant has notified Landlord of its second set of objections. In the event Tenant and Landlord do not resolve all objections within such construction to completion. D. five (5) business day period, Landlord and Tenant shall properly obtainimmediately cause Landlord's architect to meet and confer with Tenant's architect or construction consultant, comply with and keep in effect all permits, licenses and other governmental approvals which are required to be obtained from governmental bodies in order to construct who shall apply the Interior Improvements. Upon reasonable written advance request, Tenant shall promptly deliver copies of all such permits, licenses and approvals to Landlord. E. Tenant shall be solely responsible for all aspects of the construction of the Interior Improvements, including the development and design thereof as standards set forth in this Agreement to resolve Tenant's objections and incorporate such resolution into the Approved PlansPreliminary Cost Estimate, which process Landlord and Tenant shall cause to be completed within five (5) business days after the supervision conclusion of the work of construction, five (5) business day period referred to in the qualification, financial condition, and performance of all architects, engineers, contractors, material suppliers, consultants, and the accuracy of all applications for payment and the proper application of all disbursement. Landlord is not obligated to supervise, inspect or inform Tenant or any third party of any aspect of the construction of the Interior Improvements. Any inspection or review by Landlord, is to determine whether Tenant is properly discharging its obligations to Landlord and may not be relied upon by Tenant or any third party. Landlord owes no duty of care to Tenant or any third party to protect against or to inform Tenant or any third party of, any negligence, faulty, inadequate or defective design or construction of the Interior Improvementsimmediately preceding sentence.

Construction of Interior Improvements. Tenant shall have the right to construct the Interior Improvements in accordance with the following: A. Tenant warrants that the Interior Improvements shall be constructed in a good and workmanlike manner substantially in accordance with the Approved Plans (as modified by any change orders approved by Landlord and Tenant pursuant to paragraph 3 hereof) and all Laws. All materials and equipment furnished shall be fully paid for and be free of liens, chattel mortgages, and security interests of any kind. B. The Interior Improvements shall be constructed by Prime Contractor pursuant to a construction contract between Tenant and Prime Contractor. Landlord shall have the right to review such form of construction contract before it is executed. Once the construction contract between Prime Contractor and Tenant has been executed, Tenant shall not materially amend, modify or alter the responsibilities of Prime Contractor thereunder without Landlord's written consent, except for change orders approved pursuant to paragraph 3 hereof. In purposes connection with the execution of such construction contract, Tenant shall use reasonable efforts to provide that all construction or equipment warranties or guarantees obtained by Tenant shall, to the extent obtainable, provide that such warranties and guarantees obtained by tenant shall, to the extent obtainable, provide that such warranties and guaranties shall also run for the benefit of Landlord. Upon reasonable written advance request of Landlord, Tenant shall inform Landlord of all written construction and equipment warranties existing in favor of Tenant which affect the Interior Improvements. Tenant shall cooperate with Landlord in enforcing such warranties and in bringing any suit that may be necessary to enforce liability with regard to any defects. C. Tenant shall use reasonable efforts to commence construction of the Interior Improvements as soon as reasonably practicable, and shall thereafter continuously prosecute such construction to completion. D. Tenant shall properly obtain, comply with and keep in effect all permits, licenses and other governmental approvals which are required to be obtained from form governmental bodies in order to construct the Interior Improvements. Upon reasonable written advance request, Tenant shall promptly deliver copies of all such permits, licenses and approvals to Landlord. E. Tenant shall be solely responsible for all aspects of the construction of the Interior Improvements, including the development and design thereof as set forth in the Approved Plans, the supervision of the work of construction, the qualification, financial condition, and performance of all architects, engineers, contractors, material suppliers, consultants, and the accuracy of all applications for payment and the proper application of all disbursement. Landlord is not obligated to supervise, inspect or inform Tenant or any third party of any aspect of the construction of the Interior Improvements. Any inspection or review by Landlord, Landlord is to determine whether Tenant is properly discharging its obligations to Landlord and may not be relied upon by Tenant tenant or any third party. Landlord owes no duty of care to Tenant or any third party to protect against or to inform Tenant or any third party of, any negligence, faulty, inadequate or defective design or construction of the Interior Improvements.

Construction of Interior Improvements. Tenant Landlord shall have the right to construct the Interior Improvements in accordance with the following: A. Development and Approval of Preliminary Interior Plans: Tenant warrants that has delivered to Landlord a proposed floor plan identifying its requirements for the Interior Improvements shall be constructed in a good and workmanlike manner substantially in accordance that is consistent with the Approved Specifications ("Tenant's Interior Requiremens"). On or before the due date specified in the Schedule of Performance, Landlord shall and deliver to Tenant for its review and approval preliminary plans for the Interior Improvements which are consistent with and conform to Tenant's Interior Requirements and the Approved Specifications (the "Preliminary Interior Plans"). On or before the due date specified in the Schedule of Performance, Tenant shall either approve such plans or notify Landlord in writing of its specific objections to the Preliminary Interior Plans. If Tenant so objects, Landlord shall revise the Preliminary Interior Plans to address such objections in a manner consistent with the parameters for the Interior Improvements set forth in this Interior Improvement Agreement and the Approved Specifications and shall resubmit such revised Preliminary Interior Plans as soon as reasonably practicable to Tenant for its approval. When such revised Preliminary Interior Plans are resubmitted to Tenant, it shall either approve such plans or notify Landlord of any further objections in writing within two (as modified by any change orders 2) business days after receipt thereof. If Tenant has further objections to the revised Preliminary Interior Plans, the parties shall meet and confer to develop Preliminary Interior Plans that are acceptable to both Landlord and Tenant within five (5) business days after Tenant has notified Landlord of its second set of objections. In the event Tenant and Landlord do not resolve all of Tenant's objections within such five (5) business day period, Landlord and Tenant shall immediately cause Landlord's architect to meet and confer with Tenant's architect or construction consultant, who shall apply the standards set forth in this Interior Improvement Agreement to resolve Tenant's objections and incorporate such resolution into the Preliminary Interior Plans, which process Landlord and Tenant shall cause to be completed within five (5) business days after the conclusion of the five (5) business day period referred to in the immediately preceding sentence. B. Development and Approval of Final Interior Plans: Once the Preliminary Interior Plans have been approved by Landlord and Tenant (including all changes made to resolve Tenant's objections approved by Landlord's architect and Tenant's architect or construction consultant pursuant to paragraph 3 hereof) subparagraph 4A), Landlord shall complete and all Laws. All materials and equipment furnished shall be fully paid submit to Tenant for and be free of liens, chattel mortgages, and security interests of any kind. B. The its approval final working drawings for the Interior Improvements shall be constructed by Prime Contractor pursuant to a construction contract between Tenant and Prime Contractor. Landlord shall have the right to review such form due date specified in the Schedule of construction contract before it is executed. Once the construction contract between Prime Contractor and Tenant has been executed, Tenant shall not materially amend, modify or alter the responsibilities of Prime Contractor thereunder without Landlord's written consent, except for change orders approved pursuant to paragraph 3 hereof. In connection with the execution of such construction contract, Tenant shall use reasonable efforts to provide that all construction or equipment warranties or guarantees obtained by Tenant shall, to the extent obtainable, provide that such warranties and guaranties shall also run for the benefit of Landlord. Upon reasonable written advance request of Landlord, Tenant shall inform Landlord of all written construction and equipment warranties existing in favor of Tenant which affect the Interior ImprovementsPerformance. Tenant shall cooperate with Landlord in enforcing such warranties and in bringing any suit that may be necessary to enforce liability with regard to any defects. C. Tenant shall use reasonable efforts to commence construction of approve the final plans for the Interior Improvements as soon as reasonably practicableor notify Landlord in writing of its specific objections by the due date specified in the Schedule of Performance. If Tenant so objects, the parties shall confer and shall thereafter continuously prosecute reach agreement upon final working drawings for the Interior Improvements within five (5) business days after Tenant has notified Landlord of its objections. In the event Tenant and Landlord do not resolve all of Tenant's objections within such construction to completion. D. five (5) business day period, Landlord and Tenant shall properly obtainimmediately cause Landlord's architect to meet and confer with Tenant's architect or EXHIBIT B construction consultant, comply with and keep in effect all permits, licenses and other governmental approvals which are required to be obtained from governmental bodies in order to construct who shall apply the Interior Improvements. Upon reasonable written advance request, Tenant shall promptly deliver copies of all such permits, licenses and approvals to Landlord. E. Tenant shall be solely responsible for all aspects of the construction of the Interior Improvements, including the development and design thereof as standards set forth in this Interior Improvement Agreement to resolve Tenant's objections and incorporate such resolution into the Approved Final Interior Plans, which process Landlord and Tenant shall cause to be completed within five (5) business days after the supervision conclusion of the work of construction, five (5) business day period referred to in the qualification, financial condition, immediately preceding sentence. The final working drawings so approved by Landlord and performance of Tenant (including all architects, engineers, contractors, material suppliers, consultants, and the accuracy of all applications for payment and the proper application of all disbursement. Landlord is not obligated changes made to supervise, inspect or inform Tenant or any third party of any aspect of the construction of the Interior Improvements. Any inspection or review resolve Tenant's objections approved by Landlord, is to determine whether Tenant is properly discharging its obligations to Landlord 's architect and may not be relied upon by Tenant or any third party. Landlord owes no duty of care to Tenant or any third party to protect against or to inform Tenant or any third party of, any negligence, faulty, inadequate or defective design Tenant's architect or construction of consultant) are referred to herein as the "Final Interior ImprovementsPlans".