Construction Representatives Landlord appoints the following person(s) as Landlord's representative ("Landlord's Representative") to act for Landlord in all matters covered by this Work Letter: ------------------------ ------------------------ ------------------------ Tenant appoints the following person(s) as Tenant's representative ("Tenant Representative") to act for Tenant in all matters covered by this Work Letter. ------------------------ ------------------------ ------------------------ All communications with respect to the matters covered by this Work Letter are to be made to Landlord's Representative or Tenant's Representative, as the case may be, in writing, in compliance with the notice provisions of the Lease. Either party may change its representative under this Work Letter at any time by written notice to the other party in compliance with the notice provisions of the Lease.
Architect/Engineer (A/E) means a person registered as an architect pursuant to Tex. Occ. Code Xxx., Chapter 1051, as a landscape architect pursuant to Tex. Occ. Code Xxx., Chapter 1052, a person licensed as a professional engineer pursuant to Tex. Occ. Code Xxx., Chapter 1001 and/or a firm employed by Owner or a design-build contractor to provide professional architectural or engineering services and to exercise overall responsibility for the design of a Project or a significant portion thereof, and to perform the contract administration responsibilities set forth in the Contract.
Architect Engineer shall provide assistance to Owner through the commissioning consultant/agent for the purpose of advising and counseling Owner’s personnel in the usage, operation and maintenance of the building mechanical, electrical, and plumbing systems.
Construction of Tenant Improvements Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.
Construction of the Tenant Improvements (a) Tenant shall construct and install the Tenant Improvements in a good and workmanlike manner, in compliance with all Laws and in accordance with this Exhibit B. Tenant’s proposed architect/engineer, general contractor, and fire protection, plumbing, HVAC and electrical subcontractors are subject to Landlord’s prior approval. Promptly following the selection and approval of the architect/engineer, Tenant shall forward to said architect/engineer (and copy Landlord on the transmittal) Landlord’s building standards heretofore delivered to Tenant, and Tenant shall cause said architect/engineer to comply with said building standards. Promptly following the selection and approval of the general contractor, Tenant shall forward to said general contractor (and copy Landlord on the transmittal) Landlord’s fire protection, plumbing, HVAC and electrical specifications and Landlord’s rules of conduct, all of which have been delivered to Tenant prior to the date of this Lease, and Tenant shall cause said general contractor to comply with said specifications and rules of conduct. At Landlord’s request, Tenant shall coordinate a meeting among Landlord (who will reasonably make its representative available for such meeting), Tenant and Tenant’s general contractor to discuss the Building systems and other matters related to the construction of the Tenant Improvements.
(b) Promptly following the date hereof, Tenant shall prepare and submit to Landlord a set of permittable construction drawings (the “CDs”), based on the preliminary plans attached hereto as Exhibit B-2 and made a part hereof (the “Preliminary Plans”), covering all work to be performed by Tenant in constructing the Tenant Improvements. Tenant shall have no right to make any Tenant Improvements that would materially alter the exterior appearance of the Building or the Building systems without Landlord’s prior approval. Landlord shall have fifteen (15) days after receipt of the CDs in which to review the CDs and in which to give Tenant written notice of its approval of the CDs or its requested changes to the CDs in reasonably sufficient detail so as to allow Tenant to make the requested changes (provided that Landlord shall not be permitted to request a change that is inconsistent with the Preliminary Plans). If Landlord requests any changes to the CDs, Tenant shall make such changes and shall, within fifteen (15) days of its receipt of Landlord’s requested changes (if any), submit the revised portion of the CDs to Landlord. Landlord shall have five (5) business days after receipt of the revised CDs in which to review said revised CDs and in which to give to Tenant written notice of its approval of the revised CDs or its requested changes thereto. This process shall continue until such time, if at all, that Landlord approves the CDs in accordance with this Section 2. Tenant shall at all times in its preparation of the CDs, and of any revisions thereto, act reasonably and in good faith. Landlord shall at all times in its review of the CDs, and any revisions thereto, act reasonably and in good faith.
Construction Manager The individual, partnership, corporation, joint venture, or any combination thereof, or its authorized representative, named as such by the District. If no Construction Manager is used on the Project that is the subject of this Contract, then all references to Construction Manager herein shall be read to refer to District.
Drawings and Specifications 9.1 A complete list of all Drawings that form a part of the Contract Documents are to be found as an index on the Drawings themselves, and/or may be provided to Developer and/or in the Table of Contents.
9.2 Materials or Work described in words that so applied have a well-known technical or trade meaning shall be deemed to refer to recognized standards, unless noted otherwise.
9.3 Trade Name or Trade Term It is not the intention of the Contract Documents to go into detailed descriptions of any materials and/or methods commonly known to the trade under “trade name” or “trade term.” The mere mention or notation of “trade name” or “trade term” shall be considered a sufficient notice to Developer that it will be required to complete the work so named, complete, finished, and operable, with all its appurtenances, according to the best practices of the trade.
9.4 The naming of any material and/or equipment shall mean furnishing and installing of same, including all incidental and accessory items thereto and/or labor therefor, as per best practices of the trade(s) involved, unless specifically noted otherwise.
9.5 Contract Documents are complementary, and what is called for by one shall be binding as if called for by all. As such, Drawings and Specifications are intended to be fully cooperative and to agree. However, if Developer observes that Drawings and Specifications are in conflict with the Contract Documents, Developer shall promptly notify District and Architect in writing, and any necessary changes shall be made as provided in the Contract Documents.
9.6 Figured dimensions shall be followed in preference to scaled dimensions, and Developer shall make all additional measurements necessary for the work and shall be responsible for their accuracy. Before ordering any material or doing any work, each Developer shall verify all measurements at the building and shall be responsible for the correctness of same.
9.7 Should any question arise concerning the intent or meaning of the Contract Documents, including the Plans and Specifications, the question shall be submitted to the District for interpretation. If a conflict exists in the Contract Documents, these Construction Provisions shall control over the Facilities Lease, which shall control over the Site Lease, which shall control over Division 1 Documents, which shall control over Division 2 through Division 49 documents, which shall control over figured dimensions, which shall control over large-scale drawings, which shall control over small-scale drawings. In no case shall a document calling for lower quality and/or quantity of material or workmanship control. However, in the case of discrepancy or ambiguity solely between and among the Drawings and Specifications, the discrepancy or ambiguity shall be resolved in favor of the interpretation that will provide District with the functionally complete and operable Project described in the Drawings and Specifications.
9.8 Drawings and Specifications are intended to comply with all laws, ordinances, rules, and regulations of constituted authorities having jurisdiction, and where referred to in the Contract Documents, the laws, ordinances, rules, and regulations shall be considered as a part of the Contract Documents within the limits specified.
9.9 As required by Section 4-317(c), Part 1, Title 24, CCR: “Should any existing conditions such as deterioration or non-complying construction be discovered which is not covered by the DSA-approved documents wherein the finished work will not comply with Title 24, California Code of Regulations, a construction change document, or a separate set of plans and specifications, detailing and specifying the required repair work shall be submitted to and approved by DSA before proceeding with the repair work.”
Tenant Improvements Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.
Selection of Architect/Construction Drawings Landlord shall retain, on behalf of Tenant, FPBA Architects (the “Architect”) to prepare the “Construction Drawings,” as that term is defined in this Section 3.1. Landlord shall retain, on behalf of Tenant, engineering consultants and/or design-build consultants designated by Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing and HYAC work of the Improvements and any relevant components of the Landlord Work. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications as determined by Landlord, and shall be subject to Landlord’s approval as more particularly set forth in Sections 3.2 and 3.3, below. Notwithstanding Landlord’s retention of the Architect and Engineers, Tenant shall be responsible for, and shall fully cooperate and coordinate in good faith with Landlord, the Architect and the Engineers to supply all of the necessary information within Tenant’s possession to allow the Architect and the Engineers to initially prepare and then complete, the Construction Drawings. Landlord hereby agrees (at no cost to Landlord) to cooperate, on a commercially reasonable basis, with Tenant to assist Tenant in the preparation of the Construction Drawings. Landlord’s review of the Construction Drawings applicable to the Improvements (as opposed to Landlord Work) and as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Improvement-related portions of such Construction Drawings are reviewed by Landlord, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in such portions of the Construction Drawings, and Tenant’s waiver and indemnity set forth in this Lease shall specifically apply to such portions of the Construction Drawings.
Construction Management Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to the contractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building and the Building’s Systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of Tenant’s Costs specified in Section 7.
