Common use of Contractor Fixed Price; Estimated Total Cost; Estimated Increment Schedule Clause in Contracts

Contractor Fixed Price; Estimated Total Cost; Estimated Increment Schedule. If Tenant requests in writing that a particular increment be considered for inclusion in the Additional Landlord Work, and Landlord, in its sole discretion, agrees to consider such inclusion in the Additional Landlord Work (although Landlord has already agreed to process Tenant’s request with regard to the Initially Contemplated Increments, as provided in Paragraph a, above), Landlord shall use good faith efforts to promptly obtain from Landlord’s general contractor a commercially reasonable fixed price for the particular increment (the “Contractor Fixed Price”), which Contractor Fixed Price may be implemented in the form of a change order to Landlord’s original construction contract with Landlord’s general contractor for Landlord’s Work. Tenant shall provide Landlord with any and all information regarding the requested increment of Additional Landlord Work reasonably required by Landlord to solicit the Contractor Fixed Price. The parties acknowledge that Landlord will likely incur Design Costs (as defined below) and permit costs in order to obtain the Contractor Fixed Price. Landlord shall endeavor to deliver the Contractor Fixed Price to Tenant within a reasonable time following the date Landlord received from Tenant Tenant’s written request to consider the subject increment and all information required for Landlord to obtain the Contractor Fixed Price for that increment. Concurrently with the delivery of the Contractor Fixed Price to Tenant, Landlord shall deliver to Tenant Landlord’s reasonable estimate of (i) the design costs (which design costs shall include, without limitation, the cost of preparing plans and specifications and construction documents and the cost of compiling any other data or information required to obtain building permits or other governmentally required approvals for the performance of the increment, including approvals from the Historical Preservation Commission (such design costs being referred to collectively as “Design Costs”)), (ii) permit fees, (iii) the Construction Management Fee, (iv) a “contingency” component and (v) any other costs that Landlord reasonably estimates will be incurred by Landlord in the performance of the subject increment of the Additional Landlord Work, including, supporting documentation, if applicable. (The Contractor Fixed Price for a particular increment, together with the other costs referenced in the immediately preceding sentence as to such increment, are referred to collectively hereinafter as the “Estimated Total Cost” for such increment). Tenant acknowledges that each increment of Additional Landlord Work will be performed using the subcontractors in the major sub-trades that are being used by the general contractor for the Landlord’s Work. The Additional Landlord Work performed by the designer, general contractor and subcontractors shall be on the same terms and conditions (including hourly rate, xxxx-up and fees) that are charged by the designer, general contractor and subcontractors for the Landlord’s Work. If the subcontractors already retained for Landlord’s Work do not agree to the aforementioned pricing restrictions or, as determined by Landlord in good faith, are unable to reasonably perform the subject work for any other reason, then Landlord shall cause the general contractor to obtain a bid or bids from another qualified (as determined by Landlord and general contractor in good faith) subcontractor or subcontractors for the subject work. Concurrently with Landlord’s delivery to Tenant of the Estimated Total Cost for the subject increment, Landlord shall deliver to Tenant an estimated construction schedule for the subject increment (the “Estimated Increment Schedule”), which Estimated Increment Schedule shall include (x) the estimated number of days the work will take to complete after an Increment Addition Form (as defined below) is duly executed and delivered by Landlord and Tenant and Landlord has obtained the required governmental permits and approvals for the work, (y) the estimated length of time required to obtain the aforementioned permits and approvals and (z) based on the foregoing, the estimated commencement and completion dates for the subject increment and the nature and length of any delays to the Landlord’s Work estimated by Landlord to result from the performance of the subject increment of the Additional Landlord Work. Tenant shall have a period of ten (10) Business Days from receipt from Landlord of the Estimated Total Cost and the Estimated Increment Schedule for a particular increment to approve or reject in writing such Estimated Total Cost and Estimated Increment Schedule. If Tenant does not deliver either an approval or rejection notice to Landlord within the aforementioned ten (10) Business Day period, then Tenant shall be deemed to have rejected both the Estimated Total Cost and the Estimated Increment Schedule for that increment and the subject increment of Additional Landlord Work shall not be added to the Additional Landlord Work and, if Tenant desires that such work be performed, Tenant shall be responsible for performing the same as a part of the Tenant Improvements and Tenant may apply Landlord’s Allowance to the cost of such work in accordance with the provisions of Paragraph 2.e. of the Third Amendment. If Tenant delivers to Landlord, within the aforementioned ten (10) Business Day period, a written objection as to the Estimated Total Cost and/or the Estimated Increment Schedule, such written objection shall specify in reasonable detail the nature of the disapproval so as to allow Landlord, Landlord’s architect and general contractor (as applicable) to attempt to address the element that is the basis of such disapproval. Tenant shall make a Tenant representative available to confer with Landlord regarding Tenant’s disapproval and the possible measures which may be taken in order to obtain Tenant’s approval. Thereafter, as appropriate, Landlord shall modify the plans and specifications for the applicable increment (provided that any modifications to the plans and specifications shall be subject to Landlord’s written approval, which approval shall not be unreasonably withheld or delayed if the work is in accordance with current Building standards and finishes, as reasonably determined by Landlord, update the Estimated Increment Schedule and, if the plans and specifications were modified, seek another Contractor Fixed Price for the work and present to Tenant, as applicable, a new Estimated Total Cost for the increment (including the new Contractor Fixed Price) and a revised Estimated Increment Schedule. Tenant shall have five (5) Business Days to accept or reject the new Estimated Total Cost and revised Estimated Increment Schedule (as applicable) and, if Tenant delivers a written notice to Landlord within the required five (5) Business Day period rejecting such revisions (or fails to deliver a written notice to Tenant within such period either accepting or rejecting such revisions), then the subject increment of Additional Landlord Work shall not be added to the Additional Landlord Work and, if Tenant desires that such work be performed, Tenant shall be responsible for performing the same as a part of the Tenant Improvements and Tenant may apply Landlord’s Allowance to the cost of such work in accordance with the provisions of Paragraph 2.e. of the Third Amendment.

Contractor Fixed Price; Estimated Total Cost; Estimated Increment Schedule. If Tenant requests in writing that a particular increment be considered for inclusion in the Additional Landlord Work, and Landlord, in its sole discretion, agrees to consider such inclusion in the Additional Landlord Work (although Landlord has already agreed to process Tenant’s request with regard to the Initially Contemplated Increments, as provided in Paragraph a, 2.a. above), Landlord shall use good faith efforts to promptly obtain from Landlord’s general contractor a commercially reasonable fixed price for the particular increment (the “Contractor Fixed Price”), which Contractor Fixed Price may is anticipated to be implemented in the form of a change order to Landlord’s original construction contract with Landlord’s general contractor for Landlord’s Work. Tenant shall provide Landlord with any and all information regarding the requested increment of Additional Landlord Work reasonably required by Landlord to solicit the Contractor Fixed Price. The parties acknowledge that Landlord will likely incur Design Costs (as defined below) and permit costs in order to obtain the Contractor Fixed PricePrice and that Landlord is already in the process of obtaining a Contractor Fixed Price for the Initially Contemplated Increments. Landlord shall endeavor to deliver the Contractor Fixed Price to Tenant within a reasonable time following the date Landlord received from Tenant Tenant’s written request to consider the subject increment and all information required for Landlord to obtain the Contractor Fixed Price for that increment. Concurrently with the delivery of the Contractor Fixed Price to Tenant, Landlord shall deliver to Tenant Landlord’s reasonable estimate of (i) the design costs (which design costs shall include, without limitation, the cost of preparing plans and specifications and construction documents and the cost of compiling any other data or information required to obtain building permits or other governmentally required approvals for the performance of the increment, including approvals from the Historical Preservation Commission (such design costs being referred to collectively as “Design Costs”)), (ii) permit fees, (iii) the Construction Management Fee, Fee and (iv) a “contingency” component and (v) any other costs that Landlord reasonably estimates will be incurred by Landlord in the performance of the subject increment of the Additional Landlord Work, including, supporting documentation, if applicable. (The Contractor Fixed Price for a particular increment, together with the other costs referenced in the immediately preceding sentence as to such increment, are referred to collectively hereinafter as the “Estimated Total Cost” for such increment). Tenant acknowledges that each increment of Additional Landlord Work will be performed using the subcontractors in the major sub-trades that are being used by the general contractor for the Landlord’s Work. The Additional Landlord Work performed by the designer, general contractor and subcontractors shall be on the same terms and conditions (including hourly rate, xxxx-up and fees) that are charged by the designer, general contractor and subcontractors for the Landlord’s Work. If the subcontractors already retained for Landlord’s Work do not agree to the aforementioned pricing restrictions or, as determined by Landlord in good faith, are unable to reasonably perform the subject work for any other reason, then Landlord shall cause the general contractor to obtain a bid or bids from another qualified (as determined by Landlord and general contractor in good faith) subcontractor or subcontractors for the subject work. Concurrently with Landlord’s delivery to Tenant of the Estimated Total Cost for the subject increment, Landlord shall deliver to Tenant an estimated construction schedule for the subject increment (the “Estimated Increment Schedule”), which Estimated Increment Schedule shall include (x) the estimated number of days the work will take to complete after an Increment Addition Form (as defined below) is duly executed and delivered by Landlord and Tenant and Landlord has obtained the required governmental permits and approvals for the work, (y) the estimated length of time required to obtain the aforementioned permits and approvals and (z) based on the foregoing, the estimated commencement and completion dates for the subject increment and the nature and length of any delays to the Landlord’s Overlap Work and/or Post-occupancy Work estimated by Landlord to result from the performance of the subject increment of the Additional Landlord Work. Tenant shall have a period of ten (10) Business Days calendar days from receipt from Landlord of the Estimated Total Cost and the Estimated Increment Schedule for a particular increment to approve or reject in writing such Estimated Total Cost and Estimated Increment Schedule. If Tenant does not deliver either an approval or rejection notice to Landlord within the aforementioned ten (10) Business Day calendar day period, then Tenant shall be deemed to have rejected both the Estimated Total Cost and the Estimated Increment Schedule for that increment and the subject increment of Additional Landlord Work shall not be added to the Additional Landlord Work and, if Tenant desires that such work be performed, Tenant shall be responsible for performing the same as a part of the Tenant Improvements and Tenant may apply Landlord’s Allowance to the cost of such work in accordance with the provisions of Paragraph 2.e4.e. of the Third AmendmentLease (as modified by Paragraph 1 above). If Tenant delivers to Landlord, within the aforementioned ten (10) Business Day calendar day period, a written objection as to the Estimated Total Cost and/or the Estimated Increment Schedule, such written objection shall specify in reasonable detail the nature of the disapproval so as to allow Landlord, Landlord’s architect and general contractor (as applicable) to attempt to address the element that is the basis of such disapproval. Tenant shall make a Tenant representative available to confer with Landlord regarding Tenant’s disapproval and the possible measures which may be taken in order to obtain Tenant’s approval. Thereafter, as appropriate, Landlord shall modify the plans and specifications for the applicable increment (provided that any modifications to the plans and specifications shall be subject to Landlord’s written approval, which approval shall not be unreasonably withheld or delayed if the work is in accordance with current Building standards and finishes, as reasonably determined by Landlord; provided, further, that revisions to the plans and specifications for the Initially Contemplated Increments are subject to the limitations set forth in Paragraph 2.a. above regarding Tenant’s input on the plans and specifications for such work), update the Estimated Increment Schedule and, if the plans and specifications were modified, seek another Contractor Fixed Price for the work and present to Tenant, as applicable, a new Estimated Total Cost for the increment (including the new Contractor Fixed Price) and a revised Estimated Increment Schedule. Tenant shall have five (5) Business Days business days to accept or reject the new Estimated Total Cost and revised Estimated Increment Schedule (as applicable) and, if Tenant delivers a written notice to Landlord within the required five (5) Business Day business day period rejecting such revisions (or fails to deliver a written notice to Tenant within such period either accepting or rejecting such revisions), then the subject increment of Additional Landlord Work shall not be added to the Additional Landlord Work and, if Tenant desires that such work be performed, Tenant shall be responsible for performing the same as a part of the Tenant Improvements and Tenant may apply Landlord’s Allowance to the cost of such work in accordance with the provisions of Paragraph 2.e4.e. of the Third AmendmentLease.