Common use of DESIGN OF TENANT IMPROVEMENTS Clause in Contracts

DESIGN OF TENANT IMPROVEMENTS. Tenant, at Tenant's cost and with the approval of Landlord, has retained Xxxxxx Xxxxxxxxx ("Tenant's Office Planner") to prepare the necessary drawings for Basic Plans and supply the information necessary to complete the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B for construction of the tenant improvements in Tenant's area. All Tenant's Plans shall be subject to approval of Landlord (not to be unreasonably withheld or delayed) in accordance with Section IV(C) of this Exhibit B, and Landlord agrees to respond in writing with approval or comments within five (5) business days after receipt of each component of Tenant's Plans. Tenant's Office Planner shall ensure that the work shown on Tenant's Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes are made subsequent to completion of the shell and core documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the shell and core construction shall, subject to the process described in Section V(C) below, be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial Premises:

DESIGN OF TENANT IMPROVEMENTS. Prior to the execution of the Lease, Landlord and Tenant have approved a detailed space plan for the construction of certain improvements in the Premises, which space plan has been prepared by XxXxxxxxx Architects, Dated June 26, 2017 (the “Final Space Plan”), which Final Space Plan is attached hereto as Schedule 1. Based upon and in conformity with the Final Space Plan, Landlord shall cause its architect and engineers to prepare and deliver to Tenant, at for Tenant's cost ’s approval, detailed specifications and engineered working drawings for the tenant improvements shown on the Final Space Plan (the “Working Drawings”). The Working Drawings shall incorporate modifications to the Final Space Plan as necessary to comply with the approval floor load and other structural and system requirements of Landlord, has retained Xxxxxx Xxxxxxxxx ("Tenant's Office Planner") to prepare the necessary drawings Building. To the extent that the finishes and specifications are not completely set forth in the Final Space Plan for Basic Plans and supply the information necessary to complete the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B for construction any portion of the tenant improvements depicted thereon, the actual specifications and finish work shall be in accordance with the specifications for the Building’s standard tenant improvement items, as determined by Landlord. Within three (3) business days after Tenant's area’s receipt of the Working Drawings, Tenant shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Working Drawings if Tenant delivers to Landlord, within such three (3) business day period, specific changes proposed by Tenant. All If any such revisions are timely and properly proposed by Tenant's Plans , Landlord shall cause its architect and engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Working Drawings, the same shall be known as the “Approved Working Drawings”. The tenant improvements shown on the Approved Working Drawings shall be referred to herein as the “Tenant Improvements”. The Final Space Plan, Working Drawings and Approved Working Drawings shall be collectively referred to herein as, the “Construction Drawings”. In the event that Tenant desires to make any changes to the Approved Working Drawings, any such changes shall be subject to Landlord’s approval, which approval of Landlord (shall not to be unreasonably withheld or delayed) in accordance with Section IV(C) of this Exhibit Bwithheld. Landlord shall, and Landlord agrees to respond in writing with approval or comments within five (5) business days after receipt Landlord receives written Tenant’s written request for any such change, either approve such change or disapprove such change, in which case Landlord shall notify Tenant of each component of Tenant's Plans. Tenant's Office Planner shall ensure that the work shown on Tenant's Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay ’s reason for these changes to the documentssuch disapproval. If Landlord fails to disapprove such changes are made subsequent to completion of the shell and core documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the shell and core construction shall, subject to the process described in Section V(C) below, be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and change within said five (5) black line prints business day period, such change shall be deemed to be approved by Landlord. Concurrently with Tenant’s delivery of the following change request to Landlord, Tenant Plans shall also deliver such change request to Contractor. The Contractor shall be requested to provide an estimate of the change in cost associated with respect such change and an estimate of the impact on the construction schedule resulting from such change. Such information shall be provided to Tenant and Tenant shall be provided with an opportunity to either proceed with such change based upon such information or to rescind its request for such change; however, whether or not Tenant requests a rescission of such change, to the extent there is any delay in the Substantial Completion of the Tenant Improvements in the Initial Premises and in any other portion beyond March 1, 2018 as a result of the Premises constructed at the same time as those in the Initial Premises:such process, such delay shall be deemed to constitute a Tenant Delay. EXHIBIT B

DESIGN OF TENANT IMPROVEMENTS. Tenant, at Tenant's initial cost and with the approval of Landlord, has retained Xxxxxx Xxxxxxxxx Xxxxx, Inc. ("Tenant's Office Planner") to prepare the necessary drawings for Basic Plans and supply the information necessary to complete the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B D for construction of the tenant improvements in Tenant's area. All of Tenant's Plans plans described below ("Tenant's Plans") shall be delivered to Landlord on the dates stated (the "Plan Delivery Dates"), and shall be subject to approval of Landlord (Landlord, such approval not to be unreasonably withheld or delayed) in accordance with Section IV(C) of this Exhibit B, and . Landlord agrees to respond in writing with approval or comments within five (5) business days after initial receipt of each component of Tenant's PlansPlans or other initial requests for review or approval under this Exhibit D, and two (2) business days after receipt of any changes or additions to an initial submittal. Tenant's Office Planner shall ensure that the work shown on Tenant's Plans is compatible with the basic Building Plans plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes approved basic Building modifications are made subsequent to completion of the shell and core documents or Landlord's Architect architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the as well as any increased shell and core construction shall, subject to the process described in Section V(C) below, costs shall be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Tenant's Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial Premises:

DESIGN OF TENANT IMPROVEMENTS. Tenant, at Tenant's cost and with the approval of Landlord, has retained Xxxxxx Xxxxxxxxx SPACE ("Tenant's Office Planner") to prepare the necessary drawings for Basic Plans and supply the information necessary to complete the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B for construction of the tenant improvements in Tenant's area. All Tenant's Plans and Working drawings, whether initial or final, shall be prepared and submitted in two phases, the First Phase being the First Phase Floors (inclusive of Floors 11 and 12) and the Second Phase being the remainder of the Premises. Tenant's Plans shall be subject to approval of Landlord (not to be unreasonably withheld or delayed) in accordance with Section IV(C) of this Exhibit B, and Landlord agrees to respond in writing with approval or comments within five (5) business days after receipt of each component of Tenant's Plans. Tenant's Office Planner shall ensure that the work shown on Tenant's Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core Base Building design, so long as any shell and core changes can be incorporated into the shell and core Base Building documents prior to document completion at no cost to Landlord, then these changes to the shell and core Base Building documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes are made subsequent to completion of the shell and core Base Building documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's reasonable approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core Base Building design by Tenant which increase the cost of the shell and core Base Building construction shall, subject to the process described in Section V(C) below, be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial entire Premises:

DESIGN OF TENANT IMPROVEMENTS. TenantLESSEE shall furnish to LESSOR for its approval, at Tenanta space plan showing the configuration of the Improved Office Space no later than November 1, 1998, which shall be the Approved Space Plan following LESSOR's cost approval. LESSEE shall furnish to LESSOR, a complete set of plans and with the approval of Landlordspecifications detailing all Tenant Improvements no later than February 1, has retained Xxxxxx Xxxxxxxxx 1999 ("Tenant's Office PlannerTenant Improvement Plans") to prepare ). Unless otherwise approved by LESSOR, the necessary drawings Tenant Improvement Plans will be prepared by the Architect, who shall also obtain permits for Basic Plans and supply the information necessary to complete plans. If LESSEE delays in providing the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B for construction Space Plan or the Tenant Improvement Plans, such delay shall not change the Commencement Date of the tenant improvements in Tenant's areaLease, which shall be the date the Premises would have been available for occupancy, but for any such delay. All Tenant's The Tenant Improvement Plans shall be subject to approval of Landlord (LESSOR's prior approval, which will not to be unreasonably withheld withheld; provided, however, LESSOR shall have the absolute right of disapproval, in its sole discretion, of any Tenant Improvements which (a) alter or delayedotherwise affect any structural component of the Building and(b) in accordance with Section IV(Care visible from the exterior of the Premises. LESSOR shall have fifteen (15) of this Exhibit B, and Landlord agrees to respond in writing with approval or comments within five (5) business days after receipt of each component of Tenant's the Tenant Improvement Plans in which to approve or disapprove the Tenant Improvement Plans. Tenant's Office Planner If LESSOR does not disapprove the Tenant Improvement Plans within such fifteen (15) day period, LESSOR shall ensure that be deemed to have approved the work shown on Tenant's Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Tenant Improvement Plans. Such modifications If LESSOR reasonably disapproves the Tenant Improvement Plans, LESSEE, at its expense, shall promptly cause the Tenant Improvement Plans to be revised and resubmitted to LESSOR for its review and approval within fifteen (15) days from notice of LESSOR's disapproval. Following LESSOR's approval, LESSOR will have the Architect submit the Tenant Improvement Plans ("Approved Tenant Improvement Plans") for government plan checking and a building permit, if required, provided, LESSOR shall have the right to approve any changes required by such governmental authorities. The final Tenant Improvement Plans shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes are made subsequent to completion of the shell and core documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the shell and core construction shall, subject to the process described in Section V(C) below, be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial Premises:governmental authorities.

DESIGN OF TENANT IMPROVEMENTS. Tenant, at Tenant's cost and with the approval of Landlord, has retained Xxxxxx Xxxxxxxxx ("Tenant's Office Planner") to prepare the necessary drawings for Basic Plans and supply the information necessary to complete the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B for construction of the tenant improvements in Tenant's area. All Tenant's Plans shall be subject to approval of Landlord (not to be unreasonably withheld or delayed) in accordance with Section IV(C) of this Exhibit B, and Landlord agrees to respond in writing with approval or comments within five (5) business days after receipt of each component of Tenant's Plans. P1ans, Exhibit X-x Tenant's Office Planner shall ensure that the work shown on Tenant's Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes are made subsequent to completion of the shell and core documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the shell and core construction shall, subject to the process described in Section V(C) below, be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial Premises:

DESIGN OF TENANT IMPROVEMENTS. Tenant, at Tenant's cost and with the approval of Landlord, has retained Xxxxxx Xxxxxxxxx JPC, Incorporated ("Tenant's Office PlannerTENANT'S OFFICE PLANNER") to prepare the necessary drawings for Basic Plans and supply the information necessary to complete the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B Agreement for construction of the tenant improvements in Tenant's area. All Tenant's Plans shall be subject to approval of Landlord (not to be unreasonably withheld or delayed) in accordance with Section IV(C) of this Exhibit BAgreement, and Landlord agrees to respond in writing with approval or comments within five (5) business days after receipt of each component of Tenant's Plans. Tenant's Office Planner shall ensure that the work shown on Tenant's Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes approved basic Building modifications are made subsequent to completion of the shell and core documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the as well as any increased shell and core construction shall, subject to the process described in Section V(C) below, costs shall be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial Premises:

DESIGN OF TENANT IMPROVEMENTS. Tenant, at Tenant shall furnish complete information respecting Tenant's cost requirements to Landlord on or before execution hereof for the 5th Floor, September 15, 2000 for the 6th Floor and with April 1, 2001 for the approval of 15th Floor. The information to be provided by Tenant shall include: (i) a schematic design plan; (ii) detailed programming information on power loads, equipment loads, special furniture combinations, special lighting and lighting controls and similar detailed programming information; (iii) any plans or specifications for improvements that deviate from base building improvements. The final plans prepared by Landlord, has retained Xxxxxx Xxxxxxxxx ("Tenant's Office Planner") to prepare the necessary drawings for Basic Plans and supply the information necessary to complete the Working Drawings and Engineering Drawings architect are herein collectively referred to in Section IV(B) of this Exhibit B for construction of as the tenant improvements in Tenant's area. All Tenant's Plans "final plans." The final plans shall be subject to the review and approval of Landlord (Tenant, which approval shall not to be unreasonably withheld withheld. Tenant shall have ten (10) days in which to approve or delayeddisapprove of the final plans. If Tenant disapproves of the final plans, such disapproval shall be in writing with sufficient specificity to allow Landlord to discern and address the reasons for the disapproval. Tenant shall approve or disapprove re-submitted final plans three (3) days after receipt. After receipt of the final plans from Landlord's architect, Landlord shall notify Tenant of the actual cost of the Tenant Improvement Work. The cost of the Tenant Improvement Work shall be determined by using competitive bidding or on a negotiated basis at competitive rates. Within seven (7) business days of the receipt of the total cost for Tenant Improvement Work, Tenant shall give Landlord written authorization to complete the Tenant Improvements in accordance with Section IV(C) of this Exhibit Bthe final plans. The Tenant may, and Landlord agrees in such authorization, delete or modify items to respond in writing with approval or comments within five (5) business days after receipt of each component of Tenant's Plans. Tenant's Office Planner shall ensure that the work shown on Tenant's Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes are made subsequent to completion of the shell and core documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and reduce the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the shell and core construction shall, subject to the process described in Section V(C) below, be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial Premises:Improvement Work.

DESIGN OF TENANT IMPROVEMENTS. TenantLESSEE shall furnish to LESSOR for its approval, at Tenanta space plan showing the configuration of the Improved Office Space no later than May I5, 1998, which shall be the Approved Space Plan following LESSOR's cost approval. LESSEE shall furnish to LESSOR a complete set of plans and with the approval of Landlordspecifications detailing all Tenant Improvements no later than June 30, has retained Xxxxxx Xxxxxxxxx 1998 ("TenantTenant Improvement Plans). Unless otherwise approved by LESSOR, the Tenant Improvement Plans will be prepared by the Architect, who shall also obtain permits for the plans. Should Architect, in LESSEE's Office Planner") sole opinion, not progress in a timely fashion to prepare meet the necessary drawings June 30, 1998, requirement for Basic Plans and supply the information necessary Tenant Improvement Plans, LESSEE may select a different architect/space planner to complete develop the Working Drawings and Engineering Drawings referred to in Section IV(B) of this Exhibit B for construction Tenant Improvement Plans. In such event, all expenses incurred by LESSOR's Architect shall not be part of the tenant improvements Allowance, and all expenses incurred by LESSEE's architect shall be part of the Allowance and shall be reimbursed by LESSOR to LESSEE on a monthly basis. Further, the June 30, 1998, date outlined herein shall be adjusted forward by the amount of days from May 15, 1998 to the date LESSEE gives written notice of its election to terminate Architect. If LESSEE does not execute and deliver the Lease on or before March 1, 1998, or if LESSEE delays in Tenant's areaproviding the Approved Space Plan and/or the Tenant Improvement Plans such delays shall not change the Commencement Date of the Lease, which shall be the date the Premises would have been available for occupancy, but for any such delay; provided such delays will delay the date for Substantial Completion. All Tenant's The Tenant Improvement Plans shall be subject to approval of Landlord (LESSOR's prior approval, which will not to be unreasonably withheld withheld; provided, however, LESSOR shall have the absolute right of disapproval, in its sole discretion, of any Tenant Improvements which (a) alter or delayedotherwise affect any structural component of the Building, (b) are visible from the exterior of the Premises, (c) do not conform to the Approved Space Plan for the Improved Office Space, or (d) the Tenant Improvement Plans specify materials which are not readily available or customarily and ordinarily used in accordance with Section IV(Csimilarly situated construction work where the procurement of such materials would cause a delay in Substantial Completion. LESSOR shall respond within fifteen (15) of this Exhibit B, and Landlord agrees to respond in writing with approval or comments within five (5) business days after receipt of each component of Tenant's the Tenant Improvement Plans in which to approve or disapprove in writing the Tenant Improvement Plans. TenantIf LESSOR disapproves the Tenant Improvement Plans, it shall state with specificity the reasons for such disapproval. If LESSOR reasonably disapproves the Tenant Improvement Plans, LESSEE shall promptly cause the Tenant Improvement Plans to be revised and resubmitted to LESSOR for its review and approval within fifteen (15) days from notice of LESSOR's Office Planner disapproval. Following LESSOR's approval, LESSOR will have the Architect submit the Tenant Improvement Plans for government plan checking and a building permit, if required, provided, LESSOR shall ensure that have the work shown on Tenant's right to approve any changes required by such governmental authorities. The final Tenant Improvement Plans is compatible with the basic Building Plans and that necessary basic Building modifications are included in Tenant's Plans. Such modifications shall be subject to Landlord approval. In the event that any of Tenant's design requirements impact the shell and core design, so long as any shell and core changes can be incorporated into the shell and core documents prior to document completion at no cost to Landlord, then these changes to the shell and core documents shall be included and Tenant shall not be required to pay for these changes to the documents. If such changes are made subsequent to completion of the shell and core documents or Landlord's Architect reasonably charges Landlord for such changes, then such modifications shall be subject to Landlord's approval and the cost of the changes to the documents shall be paid by Tenant. Any changes requested to the shell and core design by Tenant which increase the cost of the shell and core construction shall, subject to the process described in Section V(C) below, be paid by Tenant. On or before the indicated dates, Tenant shall supply Landlord with one (1) reproducible copy and five (5) black line prints of the following Tenant Plans with respect to the Tenant Improvements in the Initial Premises and in any other portion of the Premises constructed at the same time as those in the Initial Premises:governmental authorities.