Expansion Space Improvements. Tenant shall have the right to request that Landlord construct and install various improvements within the Expansion Space (the "Expansion Space Improvements") by delivering to Landlord, on or before May 30, 2005, a space plan for the Expansion Space Improvements in detail reasonably acceptable to Landlord. Provided Tenant delivers such space plan as aforesaid, Landlord shall construct and install the Expansion Space Improvements in accordance with this SECTION 4.5. (a) Within thirty (30) days after Landlord's receipt of the space plan for the Expansion Space Improvements, Landlord shall prepare and submit to Tenant (i) a set of construction drawings (the "Expansion CD's") covering all work to be performed by Landlord in constructing the Expansion Space Improvements to the Expansion Space in accordance with said space plan, and (ii) a statement of the cost to construct and install the Expansion Space Improvements (the "Expansion Cost Statement"). Tenant acknowledges and agrees that (A) the cost to construct and install the Expansion Space Improvements shall include design fees, (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable to the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter defined). Tenant shall have five (5) days after receipt of the Expansion CD's and the Expansion Cost Statement in which to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or its requested changes to the Expansion CD's. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD's, Landlord shall make those changes that are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor. (b) Tenant shall be responsible for the cost to construct and install the Expansion Space Improvements only to the extent that the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being referred to herein as the "Expansion Space Excess Cost"), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as of the first day of the calendar month immediately succeeding Landlord's substantial completion of the Expansion Space Improvements and thereafter shall be paid monthly in the same manner as Base Rent. At the request of either party, Landlord and Tenant shall enter into an amendment to the Lease confirming the amortization set forth herein. Upon an early termination of this Lease for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortized, together with the unamortized portion of the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and installation of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), such savings shall be the property of Landlord. (c) Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Expansion Space prior to substantial completion thereof, which for purposes of this SECTION 4.5 shall mean completion of construction of the Expansion Space Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Expansion Space. (d) Tenant shall have the right to request changes to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any increase in the Expansion Cost Statement.
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Expansion Space Improvements. Tenant Subject to Landlord’s obtaining approval of the Parking Variance and all applicable permits, Landlord, at its expense, shall have expand the right building and make all exterior and interior improvements to request that Landlord construct and install various improvements within the Expansion Space in compliance with the Plans and Specifications (the "“Improvements”). The Improvements, as built and modified according to the Plans and Specifications, shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities as of the date of Tenant’s occupancy of the Expansion Space Improvements"Premises, Landlord shall provide Tenant with a complete set of architectural drawings no later than three (3) months after approval of the Parking Variance. Tenant must, within seven (7) days of Tenant’s receipt of the architectural drawings approve said architectural drawings in writing. Landlord shall submit the architectural drawings to the City of Los Angeles for all necessary approvals and building permits within fifteen (15) days after Tenant approves the drawings in writing. Landlord shall use commercially reasonable efforts to obtain a building permit from the City of Los Angeles no later than six (6) months after the date said drawings were submitted to the City. Notwithstanding anything to the contrary in this Agreement, in the event that Landlord shall not have obtained the building permit by delivering to LandlordAugust 31, on 2009, then either Tenant or before May 30, 2005, a space plan for Landlord may terminate this Second Amendment and Tenant’s lease of the Expansion Space Improvements in detail reasonably acceptable without liability by mailing written notice and neither party shall have any further rights and obligations under this Second Amendment, except that the Lease shall automatically extend through August 31, 2010 at a rental rate of $19.35 per square foot. Landlord and Tenant shall enter into a Third Amendment to Landlord. Provided Tenant delivers Lease that sets forth such space plan as aforesaid, Landlord shall construct and install the Expansion Space Improvements in accordance with this SECTION 4.5.
(a) Within terms within thirty (30) days after Landlord's receipt the date of the space plan written notice of termination. All construction shall be done in a good workmanlike manner using materials in accordance with the Plans and Specifications and shall not vary in any substantial manner without Tenant’s prior written consent. Any changes necessitated by the local municipality due to the municipality’s interpretation of the local building code will be made by Landlord at Landlord’s exclusive cost and will not be charged to Tenant in any manner whatsoever. Tenant represents and warrants to Landlord that Tenant is not required to obtain any approvals from governmental educational agencies as a condition precedent for obtaining certificate of occupancy for the Expansion Space. If the Improvements are not completed and if the temporary certificate of occupancy (described in Subsection 1.04(a)(i) of the Lease) has not been obtained on or before eight (8) months after the date the City of Los Angeles issues the building permit, subject to force majeure and tenant delay as referenced in Section 1.05 of the Lease (“First TCO Deadline”), Tenant shall receive one (1) day of free Base Rent with regard to the Expansion Space only for each day elapsed after the First TCO Deadline until the date a temporary certificate of occupancy has been received. Tenant agrees to cooperate and execute such documents as are reasonably necessary in order for Landlord to obtain any and all permits and approvals (including the Parking Variance) from applicable governmental agencies required of Landlord in order to substantially complete the Expansion Space. Landlord shall have until sixteen (16) months after the date the Parking Variance is issued by the City of Los Angeles (“Second TCO Deadline”) to complete all Improvements and obtain the temporary certificate of occupancy for the Improvements. In the event that the Improvements are not completed and the temporary certificate of occupancy is not obtained by the Second TCO Deadline, then Tenant shall receive one (1) day of free Base Rent for the Expansion Space Improvements, Landlord only for each day elapsing after the Second TCO Deadline until the date that a temporary certificate of occupancy has been received. Tenant shall prepare and submit be entitled to Tenant (i) a set of construction drawings (the "Expansion CD's") covering all work to be performed by Landlord in constructing free Base Rent for the Expansion Space Improvements to only under this paragraph or under the Expansion Space in accordance with said space planimmediately preceding paragraph, and (ii) a statement of the cost to construct and install the Expansion Space Improvements (the "Expansion Cost Statement"). Tenant acknowledges and agrees that (A) the cost to construct and install the Expansion Space Improvements shall include design fees, (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable to the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter defined). Tenant shall have five (5) days after receipt of the Expansion CD's and the Expansion Cost Statement in which to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or its requested changes to the Expansion CD's. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD's, Landlord shall make those changes that are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor.
(b) Tenant shall be responsible for the cost to construct and install the Expansion Space Improvements only to the extent that the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being referred to herein as the "Expansion Space Excess Cost"), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as of the first day of the calendar month immediately succeeding Landlord's substantial completion of the Expansion Space Improvements and thereafter shall be paid monthly in the same manner as Base Rent. At the request of either party, Landlord and Tenant shall enter into an amendment to the Lease confirming the amortization set forth herein. Upon an early termination of this Lease for any reason (includingwhichever date occurs first, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay in no event be entitled to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortized, together with the unamortized portion of the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and installation of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), such savings shall be the property of Landlord.
(c) Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Expansion Space prior to substantial completion thereof, which for purposes of this SECTION 4.5 shall mean completion of construction of the Expansion Space Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Expansion Space.
(d) Tenant shall have the right to request changes to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any increase in the Expansion Cost Statement.free Base Rent under both paragraphs
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Samples: Lease (Gc Net Lease Reit, Inc.)
Expansion Space Improvements. Within 30 days after the Expansion Space Lease is executed, Landlord will prepare and submit to Tenant shall have for its review preliminary plans and outline specifications (the right to request that Landlord construct and install various improvements within "Expansion Outline Specifications") for the construction of the shell of the Expansion Space (the "Expansion Space ImprovementsShell") by delivering to Landlord, on or before May 30, 2005, a space plan for and the interior improvements of the Expansion Space Improvements in detail reasonably (the "Expansion Interior") (which must be acceptable to LandlordLandlord and Tenant and provide for improvements that can be constructed for a Total Expansion Cost of not more than $32 per square foot). Provided Tenant delivers such space plan as aforesaid, shall notify Landlord shall construct and install whether it approves of the submitted Expansion Space Improvements in accordance with this SECTION 4.5.
(a) Within thirty (30) Outline Specifications within 14 days after Landlord's receipt submission thereof. If Tenant disapproves of the space plan Expansion Outline Specifications, then Tenant shall give Landlord notice thereof specifying in detail the reasons for such disapproval, in which case Landlord shall amend the submitted Expansion Outline Specifications and redeliver to Tenant for its approval within 10 days after receiving Tenant's notice disapproving the submitted Expansions Outline Specifications. This process shall be repeated until the Expansion Space ImprovementsOutline Specifications have been finally approved. Within 15 days after Landlord and Tenant have approved the Expansion Outline Specifications, Landlord shall prepare and submit to Tenant a written preliminary estimate of the Total Expansion Costs (i) a set of construction drawings (which shall be based in part upon the "Expansion CD's") covering all work to be performed lowest qualified estimates among those obtained by Landlord in from at least four contractors for the cost of constructing the Expansion Space Improvements to the Expansion Space in accordance with said space plan, and (ii) a statement of the cost to construct and install the Expansion Space Improvements (the "Expansion Cost Statement"). Tenant acknowledges and agrees that (A) the cost to construct and install the Expansion Space Improvements shall include design fees, (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable to the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter definedOutline Specifications). Tenant shall have five (5) days after receipt of the Expansion CD's and the Expansion Cost Statement in which to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or its requested changes to the Expansion CD's. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to either approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD's, Landlord shall make those changes that are reasonably requested by Tenant and shall within ten (10) days of its receipt disapprove of such request submit the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. preliminary estimate Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless JJ Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor.
(b) Tenant shall be responsible for the cost to construct and install the Expansion Space Improvements only to the extent that the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being referred to herein as the "Expansion Space Excess Cost"), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as of the first day of the calendar month immediately succeeding Landlord's substantial completion of the Expansion Space Improvements and thereafter shall be paid monthly in the same manner as Base Rent. At the request of either party, Landlord and Tenant shall enter into an amendment to the Lease confirming the amortization set forth herein. Upon an early termination of this Lease for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortized, together with the unamortized portion of the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and installation of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), such savings shall be the property of Landlord.
(c) Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Expansion Space prior to substantial completion thereof, which for purposes of this SECTION 4.5 shall mean completion of construction of the Expansion Space Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Expansion Space.
(d) Tenant shall have the right to request changes to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any increase in the Expansion Cost Statement.JH 36
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Expansion Space Improvements. Within 30 days after the Expansion ---------------------------- Space Lease is executed, Landlord will prepare and submit to Tenant for its review preliminary plans and outline specifications (the "EXPANSION OUTLINE ----------------- SPECIFICATIONS") for the construction of the shell of the Expansion Space (the -------------- "EXPANSION SHELL") and the interior improvements of the Expansion Space (the ---------------- "EXPANSION INTERIOR") (which must be acceptable to Landlord and Tenant and ------------------- provide for improvements that can be constructed for a Total Expansion Cost of not more than $100 per square foot, unless Tenant agrees in writing to pay the total Expansion Cost in excess of such amount). Tenant shall notify Landlord whether it approves of the submitted Expansion Outline Specifications within 14 days after Landlord's submission thereof. If Tenant disapproves of such Expansion Outline Specifications, then Tenant shall notify Landlord thereof specifying in detail the reasons for such disapproval, in which case Landlord shall amend the submitted Expansion Outline Specifications and deliver them to Tenant for its approval within ten days after receiving Tenant's notice disapproving the submitted Expansion Outline Specifications. This process shall be repeated until the Expansion Outline Specifications have been finally approved. Within 15 days after Landlord and Tenant have approved the right Expansion Outline Specifications, Landlord shall submit to request that Tenant a written preliminary estimate of the Total Expansion Costs (which shall be based in part upon the lowest qualified estimates of at least four contractors' written preliminary estimates of the cost of constructing the Expansion Space in accordance with the Expansion Outline Specifications solicited by Landlord). Tenant shall either approve or disapprove of such preliminary estimate within ten days after Tenant's receipt thereof. If Tenant disapproves the estimate, then Tenant shall notify Landlord construct of the reasons for such disapproval, in which case Landlord shall attempt to address Tenant's reasons for disapproval and install various improvements resubmit the preliminary estimate to Tenant within ten days after Landlord's receipt of Tenant's disapproval. This process shall be repeated until Tenant has approved the preliminary estimate. Upon receipt of Tenant's approval of the preliminary estimate, Landlord shall proceed to prepare detailed plans and specifications for the Expansion Space (the "EXPANSION PLANS AND SPECIFICATIONS"), including, ---------------------------------- without limitation, working drawings, construction drawings, electrical, plumbing and mechanical drawings necessary to construct the Expansion Space Improvements") by delivering Shell and the Expansion Interior. After Landlord and Tenant have approved the Expansion Plans and Specifications, if Landlord believes that the actual cost to Landlord, on or before May 30, 2005, a space plan for complete the Expansion Space Improvements in detail reasonably acceptable to Landlord. Provided Tenant delivers such space plan as aforesaidexceeds the preliminary estimates by more than 10%, Landlord shall construct and install submit to Tenant Landlord's written estimate of the Expansion Space Improvements cost of constructing such improvements in accordance with this SECTION 4.5.
(a) Within thirty (30) days after Landlord's the completed Expansion Plans and Specifications. Upon receipt of the space plan for the Expansion Space Improvements, Landlord shall prepare and submit to Tenant (i) a set of construction drawings (the "Expansion CD's") covering all work to be performed by Landlord in constructing the Expansion Space Improvements to the Expansion Space in accordance with said space plan, and (ii) a statement of the cost to construct and install the Expansion Space Improvements (the "Expansion Cost Statement"). Tenant acknowledges and agrees that (A) the cost to construct and install the Expansion Space Improvements shall include design fees, (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable to the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter defined). Tenant shall have five (5) days after receipt of the Expansion CD's and the Expansion Cost Statement in which to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or its requested changes to the Expansion CD's. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD'ssuch revised estimate, Landlord shall make those changes that are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit construct the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor.
(b) Tenant shall be responsible for the cost to construct and install the Expansion Space Improvements only to the extent that the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being referred to herein as the "Expansion Space Excess Cost"), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as of the first day of the calendar month immediately succeeding Landlord's substantial completion of the Expansion Space Improvements and thereafter shall be paid monthly improvements depicted thereon in the same manner as Base Rentprovided in this Exhibit. At "TOTAL EXPANSION COSTS" shall mean all soft and hard --------------------- costs incurred in connection with the request design and construction of either party, Landlord and Tenant shall enter into an amendment to the Lease confirming the amortization set forth herein. Upon an early termination of this Lease improvements for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortizedin question, together with including, without limitation, all architecture, engineering, contractors, market leasing (not to exceed 6.75% of the unamortized portion of anticipated base rent due for the Expansion Space Excess Cost. Tenant's failure to deliver for the payments required in this paragraph shall entitle Landlord to stop the construction and installation full term of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orderslease thereof), development fees (not to exceed 3% of total construction costs), brokerage and legal fees and expenses (however, Total Expansion Costs shall not include any brokerage commissions other than the market leasing fee described above), any interest expense, tax and insurance payments incurred during such savings shall be the property of Landlord.
(c) Landlord shall provide Tenant with a proposed schedule for the construction process, and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring loan or mortgage fees, and any other trade related fixtures that will need to be installed in costs, fees or expenses incurred with the Expansion Space prior to substantial completion thereof, which for purposes of this SECTION 4.5 shall mean completion of construction of the Expansion Space Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Expansion Space.
(d) Tenant shall have the right to request changes to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any increase in the Expansion Cost Statement.
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Expansion Space Improvements. a. In conjunction with the Third Amendment, Landlord agrees to provide Tenant an “Expansion Space Improvement Allowance” of $5.00 per Rentable Square Foot contained in the Expansion Space. The Expansion Space Improvement Allowance shall be applied to all hard construction costs and architectural and engineering costs Tenant incurs in designing and constructing the Expansion Space improvements (the “Expansion Space Improvements”) pursuant to Landlord approved plans and specifications (the “Construction and Design Costs”). Prior to construction, Tenant shall have the right to request that Landlord construct and install various improvements within obtained Landlord’s written approval of the Expansion Space (the "Plans and Specifications. The Expansion Space Improvements") by delivering Improvement Allowance shall not be used for Tenant’s moving expenses, decorating, furnishings, trade fixtures or office equipment. Landlord shall retain any portion of the Expansion Space Improvement Allowance that has not been paid or is not otherwise committed pursuant to Landlord, on or before May 30, 2005, a space plan for the approved Expansion Space Improvement Plans and Specifications as of the date the Expansion Space Improvements in detail reasonably acceptable to Landlordare completed. Provided Tenant delivers such space plan as aforesaid, Landlord shall construct reimburse Tenant for its Construction and install Design Costs, up to the maximum amount of the Expansion Space Improvements in accordance with this SECTION 4.5.
(a) Within Improvement Allowance, within thirty (30) days after Landlord's receipt of the space plan an invoice therefor; provided, however, that Landlord’s reimbursement obligation is contingent upon Tenant providing Landlord with copies of Tenant’s paid invoices and lien waivers from all contractors, subcontractors and suppliers, and such additional supporting documents as Landlord may reasonably request.
b. Tenant will be responsible for all Construction and Design Costs in excess of the Expansion Space ImprovementsImprovement Allowance and Tenant shall pay, Landlord shall prepare and submit prior to Tenant delinquency, all such excess costs directly to Tenant’s contractors.
Section 4.1 (ia) a set is hereby amended to provide that, as of construction drawings (the "Expansion CD's") covering all work to be performed by Landlord in constructing the Expansion Space Improvements Commencement Date, Tenant shall be entitled to the nonexclusive use of an additional four (4) unreserved and non-exclusive Parking Spaces on the Property per 1,000 rentable square feet of the Expansion Space in accordance with said space plan(for a total of twenty-nine (29) additional Parking Spaces) during the Term, and for a total of one hundred forty four (ii144) a statement of Parking Spaces during the cost to construct and install Term, which includes the Expansion Space Improvements (the "Expansion Cost Statement"). Tenant acknowledges and agrees that (A) the cost to construct and install the Expansion Space Improvements shall include design fees, (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable to the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter defined). Tenant shall have five (5) days after receipt of the Expansion CD's reserved and the Expansion Cost Statement additional Parking Spaces.
9. The Lease is hereby ratified and confirmed in which to review both the Expansion CD's all respects as being in full force and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or its requested changes to the Expansion CD's. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD's, Landlord shall make those changes that are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statementeffect, as modified by said revisionsthis Third Amendment.
10. This Third Amendment may be executed in two or more counterparts, all of which, taken together, shall be deemed to be final upon the submission of said revisions to Tenantone complete agreement. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor.
(b) Tenant shall be responsible for the cost to construct and install the Expansion Space Improvements only to the extent that the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being referred to herein as the "Expansion Space Excess Cost"), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as of the first day of the calendar month immediately succeeding Landlord's substantial completion of the Expansion Space Improvements and thereafter shall be paid monthly in the same manner as Base Rent. At the request of either party, Landlord and Tenant shall enter into an amendment to the Lease confirming the amortization set forth herein. Upon an early termination of this Lease for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortized, together with the unamortized portion of the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and installation of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), such savings shall be the property of Landlord.
(c) Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Expansion Space prior to substantial completion thereof, which for purposes of this SECTION 4.5 shall mean completion of construction of the Expansion Space Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Expansion Space.
(d) Tenant shall have the right to request changes to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement Facsimile signatures shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any increase in the Expansion Cost Statementoriginals.
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Samples: Lease (Health Grades Inc)
Expansion Space Improvements. Tenant shall have the right to request that Landlord construct and install various improvements within (a) Following Landlord's delivery of ---------------------------- possession of the Expansion Space (to Tenant, Tenant, subject to the "Expansion Space Improvements") by delivering to Landlordterms of this Paragraph 5, on or before May 30, 2005, a space plan for will construct in the Expansion Space Improvements all improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant in detail reasonably acceptable to Landlord. Provided Tenant delivers such space plan as aforesaid, Landlord shall construct and install the Expansion Space Improvements in accordance with this SECTION 4.5.
(a) Space. Within thirty (30) days after Landlord's receipt the Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition of the space plan Expansion Space which Tenant desires ("Expansion Improvements"). All such final working drawings will: (i) comply with the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation of ductwork and additional variable air volume boxes in the Expansion Space (beyond the equipment described above in the definition of the First Floor Shell Condition) which shall be attached to and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Space ImprovementsImprovements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Landlord Tenant shall prepare and submit to Tenant (i) a set not commence performance of construction drawings (the "any Expansion CD's") covering all work to be performed by Landlord Improvements in constructing any portion of the Expansion Space Improvements until Landlord has approved the Final Plans for such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Space in accordance Improvements. Tenant is solely responsible for determining whether or not it is a public accommodation and for compliance with said space plan, and (ii) a statement of the cost to construct and install ADA within the Expansion Space Improvements (the "Expansion Cost Statement")Space. Tenant acknowledges and agrees that (A) the cost to construct and install the Expansion Space Improvements shall include design fees, (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable to the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter defined). Tenant shall have five (5) days after receipt of the Expansion CD's and the Expansion Cost Statement in which to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CDFinal Plans constitutes an acknowledgment by Tenant that they comply with ADA and all other applicable codes, laws, rules, regulations and statutes. Landlord's or its requested changes to approal of the plans, specifications and working drawings for the Expansion CD'sImprovements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion Improvements. Tenant shall have no right not be obligated to request any changes to utilize building standard materials in connection with the Expansion CD's Improvements, provided that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then materials selected by Tenant shall be deemed subject to have approved the Expansion CDLandlord's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD's, Landlord shall make those changes that are reasonably requested by Tenant prior written approval and shall within ten (10) days be consistent with the design and finishes of its receipt of such request submit Class A office space in the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request thereforTysons Corner submarket.
(b) Tenant The Expansion Improvements shall be responsible for performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the cost to construct terms of subparagraph (c) below) and install in accordance with the Expansion Space Improvements only terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the extent that Lease, as ------ ------------------ --------- modified and clarified by the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being referred to herein as the "Expansion Space Excess Cost"), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as of the first day of the calendar month immediately succeeding Landlord's substantial completion of the Expansion Space Improvements and thereafter shall be paid monthly in the same manner as Base Rent. At the request of either party, Landlord and Tenant shall enter into an amendment to the Lease confirming the amortization set forth herein. Upon an early termination terms of this Lease for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortized, together with the unamortized portion of the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and installation of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), such savings shall be the property of LandlordParagraph 5.
(c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall provide be paid by Landlord in accordance with the following procedures:
1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices").
2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month.
3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a proposed schedule for total of $153,033.30, any such previously unpaid Approved Invoices shall be paid by Landlord on or before the construction and installation thirtieth (30/th/) day of the immediately succeeding calendar month.
4. Upon completion of the Expansion Improvements and shall notify delivery by Tenant to Landlord of: (i) a Certificate of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in Occupancy for the Expansion Space prior Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect to substantial completion thereofthe Expansion Improvements, which and (iii) previously unpaid Approved Invoices for purposes of this SECTION 4.5 shall mean completion of construction work and materials forming a part of the Expansion Space ImprovementsImprovements totaling at least the amount requested by Tenant, subject only Landlord will pay such Invoices to punchlist items to be identified by Landlord and Tenant in a joint inspection the extent that any portion of the Expansion Spacetotal Improvement Allowance $170,037.00 remains unpaid.
(d) Tenant shall have the right to request changes to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any increase in the Expansion Cost Statement.
Appears in 1 contract
Samples: Lease (Microstrategy Inc)
Expansion Space Improvements. If Tenant timely exercises the Expansion Option, Landlord shall have cause to be constructed, in a good workmanlike manner, the right to request that Landlord construct and install various improvements within (the “Expansion Space Improvements”) in the Expansion Space in accordance with plans and specifications approved by Tenant and Landlord (the "Expansion Space Improvements") by delivering to Landlord“Plans”), on which approvals shall not be unreasonably withheld, conditioned or before May 30, 2005, a space plan for the delayed. The Expansion Space Improvements in detail reasonably acceptable shall be performed at the Tenant’s cost, subject to the Landlord’s Contribution (hereinafter defined). Provided Tenant delivers such space plan as aforesaid, Landlord shall construct cause the Plans to be prepared, at Tenant’s cost, by a registered professional architect, and install the Expansion Space Improvements in accordance with this SECTION 4.5.
(a) mechanical and electrical engineer(s). Within thirty (30) days after Landlord's receipt of Tenant’s providing to Landlord the preliminary space plan plans for the Expansion Space Improvementsand such other information reasonably required by Landlord to commence preparation of the Plans, Landlord shall prepare and submit furnish the initial draft of the Plans to Tenant for Tenant’s review and approval. Tenant shall, within ten (i10) a set of construction drawings (days after receipt, either provide comments to such Plans or approve the "Expansion CD's") covering all work same. Tenant shall be deemed to be performed by have approved such Plans if it does not provide comments on such Plans within such 10-day period. If Tenant timely provides Landlord in constructing the Expansion Space Improvements with comments to the Expansion Space in accordance with said space plan, and (ii) a statement initial draft of the cost Plans, Landlord shall provide revised Plans to construct and install the Expansion Space Improvements Tenant incorporating Tenant’s comments within one (the "Expansion Cost Statement")1) week after receipt of Tenant’s comments. Tenant acknowledges shall, within five (5) business days after receipt, then either provide comments to such revised Plans or approve such Plans. Tenant shall be deemed to have approved such revised Plans if Tenant does not provide comments on such Plans within such 5-day period. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Tenant and Landlord. Landlord hereby agrees that (A) the cost to construct and install Plans for the Expansion Space Improvements shall include design fees, (B) the cost to construct and install comply with all applicable Governmental Requirements. Tenant acknowledges that any non-building standard improvement required by Tenant as part of the Expansion Space Improvements shall include a fee payable be subject to Tenant’s removal and restoration, at the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees option of Landlord, and (D) said fee shall be included in at the Expansion Cost Statement and applied against expiration or earlier termination of the Expansion Allowance (as hereinafter defined)Term of this Lease. Tenant shall Once the Plans have five (5) days after receipt been finally approved, Landlord will promptly prepare all necessary construction drawings for the construction of the Expansion CD's and Space Improvements. Upon the Expansion Cost Statement in which completion of such construction drawings, Landlord shall submit the same to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or Tenant for its requested changes to the Expansion CD'sapproval. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's shall, within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statementreceipt, then either provide comments to such drawings or approve the same. Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be finalsuch drawings if Tenant does not provide comments thereto within such 5-day period. If Tenant requests timely provides any changes comments to the Expansion CD'ssuch drawings, Landlord shall make those changes that are revise such drawings and resubmit the same to Tenant for its review and approval. Until such time as Landlord and Tenant mutually approve such construction drawings, the process described above shall be repeated as reasonably requested by necessary, and both Landlord and Tenant and shall within ten (10) days of its receipt of such request submit agree to act in good faith in order to derive mutually acceptable construction drawings for the revised portion construction of the Expansion CD's (and, to Space Improvements. After the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions mutual approval of the Expansion CD's unless construction drawings, Landlord has unreasonably failed shall submit the drawings for construction bid to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor.
(b) contractors mutually selected by Landlord and Tenant, and Landlord and Tenant shall thereafter mutually select the contractor (the “Contractor”) to construct the Expansion Space Improvements, which selection shall be responsible based on both (i) the amount of the bid received from such Contractor and (ii) such Contractor’s satisfaction of criteria reasonably required by Landlord and Tenant (e.g., insurance coverage, providing of performance bonds, performance history and ability to timely complete). If the Contractor’s bid exceeds Landlord’s Contribution, Tenant shall either (i) agree to pay to Landlord all costs of construction exceeding Landlord’s Contribution or (ii) modify the Plans (subject to Landlord’s reasonable approval) so that the construction costs shall not exceed Landlord’s Contribution. Landlord reserves the right to require the Contractor to use certain preferred subcontractors selected by Landlord. In the event Tenant and Landlord cannot agree upon a Contractor, Tenant and Landlord agree to repeat the selection process set forth above until such Contractor is chosen. Once the Plans and all construction drawings relative thereto have been finalized and approved by Tenant and Landlord, Landlord shall promptly submit the same to the appropriate governmental authorities for the cost issuance of all necessary building permits. Subject to construct Tenant’s execution of the lease amendment contemplated under Subsection A.5 below and install Landlord’s receipt of any additional security deposit determined pursuant to Subsection A.4 below, Landlord shall use commercially reasonable efforts to cause the Expansion Space Improvements only to be substantially completed, except for minor mechanical adjustments or minor details of construction which do not interfere or unreasonably inconvenience Tenant’s use of the extent that the Expansion Cost StatementPremises (“Punch List Items”), taking into account any increases or decreases resulting from Expansion Change Orders by February 1, 2007, subject to Tenant Delay (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance")defined below) and Force Majeure. If the Expansion Cost Statement shows that the cost to construct and install The date on which the Expansion Space Improvements exceeds the Expansion Cost Statement are substantially completed (such excess being defined below), or would have been substantially completed but for any Tenant Delays, shall be referred to herein as the "“Expansion Space Excess Cost"Commencement Date.” Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Expansion Space Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant’s cost, for a fee of three percent (3%) of all costs related to the preparation of the Plans and the construction of the Expansion Space Improvements and the Change Orders. If, prior to the Expansion Space Commencement Date, Tenant shall pay require improvements or changes (individually or collectively, “Change Orders”) to the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding in addition to, revision of, or substitution for the foregoingExpansion Space Improvements, Tenant shall have deliver to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, plans and specifications for such Change Orders. If Landlord does not approve of the option (which option plans for Change Orders, Landlord shall be exercised, if at all, by written notice advise Tenant of the revisions required. Tenant shall revise and redeliver the plans and specifications to Landlord within five (5) business days following of Landlord's delivery of ’s advice or Tenant shall be deemed to have abandoned its request for payment) such Change Orders. Tenant shall pay for all preparations and revisions of plans and specifications, and the construction of all Change Orders, subject to amortize up Landlord’s Contribution. Landlord shall contribute an amount not to exceed $20,000 10.00 per Rentable Square Foot of the Expansion Space Excess Cost over (“Landlord’s Contribution”) toward the remainder costs actually incurred for the Expansion Space Improvements and Change Orders (including, without limitation, all architectural, engineering, construction, construction management and permitting fees); provided, however, that Tenant may utilize, at its discretion, portions of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as Landlord’s Contribution for any costs incurred by Tenant in connection with Expansion Space Improvements or occupation of the first day Expansion Space, including, costs of management services, professional fees, recabling, moving expenses, space planning, interior design and construction drawings. Subject to the calendar month immediately succeeding Landlord's substantial completion foregoing, Landlord has no obligation to pay for costs of the Expansion Space Improvements and thereafter shall be paid monthly or Change Orders in the same manner as Base Rentexcess of Landlord’s Contribution. At the request of either party, Landlord and Tenant shall enter into an amendment to the Lease confirming the amortization set forth herein. Upon an early termination of this Lease for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortized, together with the unamortized Any portion of Landlord’s Contribution remaining after the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and installation completion of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), such savings shall be the property of Landlord.
(c) Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Expansion Space prior to substantial completion thereof, which for purposes of this SECTION 4.5 shall mean completion of construction of the Expansion Space Improvements, subject only up to punchlist items an amount equal to be identified by Landlord and Tenant in a joint inspection $3.00 per Rentable Square Foot of the Expansion Space., shall be credited against the Rent next coming due, any portion of Landlord’s Contribution remaining thereafter shall be retained by Landlord. If the cost of the Expansion Space Improvements and/or Change Orders exceeds the Landlord’s Contribution, Tenant shall pay one-half of such overage to Landlord prior to commencement of construction of the Expansion Space Improvements and/or Change Orders and shall pay the remainder upon the Completion Date. The parties acknowledge and agree that the Expansion Space Commencement Date of the Lease shall not occur prior to the date that the Expansion Space Improvements have been substantially completed (the “Completion Date”); provided, however, the Expansion Space Commencement Date shall not be deferred to or beyond the Completion Date to the extent that any one or more of the following (a “Tenant Delay”), has caused the Completion Date to occur after February 1, 2007:
(a) Tenant’s request for Change Orders to the extent such Change Orders actually cause a delay and not caused by Landlord or Landlord’s Contractor;
(b) Contractor’s performance of any Change Orders, to the extent a delay results directly from the Change Order;
(c) Tenant’s request for materials, finishes or installations requiring unusually long lead times and not resulting from Contractor’s failure to plan for such long lead times;
(d) Tenant’s delay in reviewing, revising or approving plans and specifications beyond the periods set forth herein;
(e) Tenant’s delay in providing information critical to the normal progression of the project. Tenant shall provide such information as soon as reasonably possible, but in no event longer than one week after receipt of such request for information from the Landlord;
(f) Tenant’s delay in making payments to Landlord for costs of the Expansion Space Improvements and/or Change Orders in excess of the Landlord’s Contribution; or
(g) any other act or omission by Tenant, its agents, contractors or persons employed by any of such persons, to the extent a delay results therefrom. Landlord agrees to use reasonable efforts to notify Tenant of any circumstances or acts or omissions of Tenant that constitute a Tenant Delay hereunder. If the Completion Date occurs after February 1, 2007, and such delay has resulted from a Tenant Delay, then, for purposes of this Lease, the Completion Date shall be deemed to be the date, determined by the Contractor and the architect, on which the Expansion Space Improvements would have been substantially completed but for any Tenant Delay (but in no event earlier than February 1, 2007). For purposes hereof, the Expansion Space Improvements shall be deemed to be “substantially completed” at such time as Landlord has certified to Tenant that (i) Landlord has completed the Expansion Space Improvements in substantial conformance with the Plans and all Governmental Requirements, subject only to Punch List Items, (ii) Landlord has tendered possession of the Expansion Space to Tenant, and (iii) Landlord has obtained any required certificates of occupancy necessary to permit Tenant to occupy the Expansion Space. If the Completion Date does not occur until after June 1, 2007, and such delay has resulted from Landlord’s or Landlord’s agents’, employees’ or contractors’ acts or omissions, then, for every day after June 1, 2007, the Completion Date is delayed, one day of Rent shall be credited to the Rent becoming due for the Expansion Space after the Expansion Space Commencement Date. Landlord at its discretion may permit Tenant and its agents to enter the Expansion Space prior to the Completion Date to prepare the Expansion Space for Tenant’s use and occupancy. Any such permission shall constitute a license only, conditioned upon Tenant’s: (a) working in harmony with Landlord and Landlord’s agents, contractors, workmen, mechanics and suppliers and with other tenants and occupants of the Building; (b) obtaining in advance Landlord’s approval of the contractors proposed to be used by Tenant and depositing with Landlord in advance of any work (i) security satisfactory to Landlord for the completion thereof, and (ii) the contractor’s statement of the scope of work to be performed (or a copy of its construction contract with Tenant) and the form of lien waivers intended to be utilized by the contractor and all subcontractors and suppliers of material; and (c) furnishing Landlord with such insurance as Landlord may require against liabilities which may arise out of such entry. In the event the Completion Date occurs prior to the Expansion Space Commencement Date, Tenant may occupy the Expansion Space and all the terms and provisions of this Lease shall apply to Tenant except for the payment of Rent, which shall begin on the Expansion Space Commencement Date. Landlord shall have the right to request changes withdraw such license for any reason upon twenty-four (24) hours’ written notice to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence liable in any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full way for any increase injury, loss or damage which may occur to any of Tenant’s property or installations in the Expansion Cost StatementSpace prior to the Commencement Date. Tenant shall protect, defend, indemnify and save harmless Landlord from all liabilities, costs, damages, fees and expenses arising out of the activities of Tenant or its agents, contractors, suppliers or workmen in the Expansion Space or the Building. Any entry and occupation permitted under this Section shall be governed by Section 5 and all other terms of the Lease. Terms used in this Appendix F shall have the meanings assigned to them in the Lease. The terms of this Appendix F are subject to the terms of the Lease.
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Expansion Space Improvements. 1.1.1 Tenant hereby acknowledges and agrees that on December 19, 2006, Landlord delivered to Tenant at that portion of the Premises located in the Building at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx (the “Carpet Delivery Date”) the new carpeting described in Section 1 of Exhibit B to the Second Amendment (the “Carpeting”). Notwithstanding anything in the Second Amendment to the contrary, Landlord shall have no obligation to install the Carpeting at the Premises nor to provide any allowance or other incentive in connection with the same, except as expressly provided below. On or before June 1, 2007, Tenant shall install the Carpeting at the Premises in accordance with the terms and conditions hereof and otherwise in accordance with the terms of the Lease. Landlord shall have the right to request that Landlord construct and approve the contractor to be retained by Tenant to install various improvements within the Expansion Space (Carpeting in the "Expansion Space Improvements") by delivering Premises. Tenant shall be responsible for all elements of the installation of the Carpeting at the Premises. Landlord’s approval of the contractors to Landlord, on or before May 30, 2005, a space plan for install the Expansion Space Improvements in detail reasonably acceptable to LandlordCarpeting shall not be unreasonably withheld. Provided Tenant delivers such space plan is not in default under the Lease, as aforesaidamended hereby, beyond any applicable notice and cure periods, Landlord agrees to contribute up to $37,992.00 (“Landlord’s Contribution”) toward the cost of installing the Carpeting in the Premises. Landlord’s Contribution shall construct and install the Expansion Space Improvements in accordance with this SECTION 4.5.
(a) Within be paid to Tenant within thirty (30) days after Landlord's following receipt by Landlord of (a) receipted bills covering all labor expended in connection with the installation of the space plan for Carpeting in the Expansion Space ImprovementsPremises; (b) a sworn contractor’s affidavit from the contractor and a request to disburse from Tenant containing an approval by Tenant of the work done; (c) full and final waivers of lien; and (d) the certification of Tenant and its contractor that the Carpeting has been installed in a good and workmanlike manner and in accordance with applicable laws, codes and ordinances. Landlord’s Contribution shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall prepare not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured default under the Lease, as amended hereby, and submit Landlord’s obligation to disburse shall only resume when and if such default is cured. Tenant (i) a set is solely responsible for the condition and repair of construction drawings (the "Expansion CD's") covering all work to be performed by Landlord in constructing the Expansion Space Improvements Carpeting and any damage caused to the Expansion Space in accordance with said space plan, and (ii) a statement Carpeting. None of the cost Indemnities (as defined in Article 21 of the Original Lease) shall be liable and Tenant hereby waives all claims against them for any damage to construct and install the Expansion Space Improvements Carpeting (except to the "Expansion Cost Statement")extent the same is caused by the gross negligence or willful misconduct of Landlord) and/or injury caused by the presence of such Carpeting in the Premises. Tenant shall protect, indemnify and hold the Indemnitees harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any damage to the Carpeting (excluding any damage caused by the gross negligence or willful misconduct of Landlord) and/or any injury caused by the presence of the Carpeting in the Premises. The foregoing provisions of this Section 1.1 shall survive the termination of the Lease, as amended hereby, with respect to any claims or liability accruing prior to such termination.
1.1.2 Notwithstanding anything herein or in the Second Amendment to the contrary, Tenant hereby acknowledges and agrees that (Aa) except with respect to the cost to construct and install performance of any restoration or repairs on the base Building systems in the Expansion Space Improvements shall include design fees, required of Landlord pursuant to Section 9 of the Second Amendment (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable as referenced in Paragraph 3 of Exhibit B to the project's construction manager or general contractor, (CSecond Amendment) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter defined). Tenant shall have five (5) days after receipt of the Expansion CD's and the Expansion Cost Statement in which to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or its requested changes to the Expansion CD's. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD's, Landlord shall make those changes that are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor.
(b) Tenant shall be responsible for the cost to construct and install the Expansion Space Improvements only to the extent that the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being foregoing exception referred to herein as the "Expansion Space Excess Cost"“Exception”), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which amortization payments shall commence as of the first day of Carpet Delivery Date, Landlord has fully satisfied Landlord’s obligations with respect to the calendar month immediately succeeding Landlord's substantial completion of the Expansion Space Improvements set forth in Exhibit B to the Second Amendment and thereafter shall be paid monthly Tenant hereby waives any claims against the Indemnitees with respect to any Expansion Space Improvements described in Exhibit B to the same manner Second Amendment that were not complete as Base Rent. At of the request Carpet Delivery Date, and (b) Tenant hereby accepts the Expansion Space in its as-is condition as of either partythe Carpet Delivery Date, except with respect to the Exception.
1.1.3 Landlord and Tenant shall enter into an amendment acknowledge and agree that, notwithstanding anything set forth herein to the Lease confirming contrary, the amortization set forth herein. Upon an early termination following obligation of this Lease Landlord pursuant to Paragraph 1 of Exhibit B to the Second Amendment shall remain in full force and effect: Landlord’s obligation to obtain from the appropriate governmental authorities all approvals necessary for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall immediately pay the occupancy of the Premises with respect to Landlord all accrued and unpaid interest due and payable on the Expansion Space Excess Cost being amortized, together with the unamortized portion of the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Improvements actually performed by Landlord to stop the construction and installation of the Expansion Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Expansion Allowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), such savings shall be the property of Landlord.
(c) Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed its contractors in the Expansion Space prior to substantial completion thereof, which for purposes (the fifth sentence of this SECTION 4.5 shall mean completion Paragraph 1 of construction of the Expansion Space Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Expansion Space.
(d) Tenant shall have the right to request changes Exhibit B to the Expansion CD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"Second Amendment). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant shall, within three (3) business days following Tenant's receipt of the Expansion Change Order Memorandum of Agreement, either (i) execute and return the Expansion Change Order Memorandum of Agreement to Landlord, in which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, or (ii) retract its request for the Expansion Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall pay to Landlord (or Landlord's designee), within fifteen (15) days following Landlord's request, any increase in the cost to construct and install the Expansion Improvements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Landlord shall not be obligated to commence any work set forth in an Expansion Change Order until such time as Tenant has delivered to Landlord the Expansion Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any increase in the Expansion Cost Statement.
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