Common use of Tenant Change Orders Clause in Contracts

Tenant Change Orders. No material changes or modifications to the Approved Working Drawings shall be made by Tenant except by a written change order signed by Landlord and Tenant. If Tenant desires any material change in the Approved Working Drawings, Tenant shall cause the Architect or the Contractor to prepare and to submit to Landlord a copy of the change order (a “Tenant Change Order”) reflecting the proposed change. Landlord shall not unreasonably withhold or condition its approval of a Tenant Change Order, and shall approve or disapprove of the same within five (5) business days after receipt thereof; provided that Landlord may withhold its consent, in its sole discretion, to any change if such change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord. If Landlord disapproves a Tenant Change Order, Landlord shall notify Tenant of the revisions required, if any, that would make the Tenant Change Order acceptable to Landlord. At the time Landlord approves of a Tenant Change Order, Landlord shall provide Tenant with Landlord’s estimate of (i) the increase or decrease in the cost of the Tenant Improvements which would result from such Tenant Change Order, and (ii) the delay, if any, in the commencement or completion of the Tenant Improvements which would result from such Tenant Change Order. Landlord shall exercise reasonable care in preparing the cost and delay estimates, but such estimates will not limit Tenant’s obligation to pay for the actual increase in the cost of the Tenant Improvements resulting from the Tenant Change Order or Tenant’s responsibility for actual delays resulting from the Tenant Change Order. Within two (2) business days after receipt of the cost and delay estimates, Tenant shall notify Landlord in writing whether Tenant approves the Tenant Change Order. If Tenant approves of the Tenant Change Order, then Tenant and Landlord shall execute the Tenant Change Order, and the Approved Working Drawings shall be revised to incorporate the Tenant Change Order. If Tenant fails to approve the Tenant Change Order within such two (2) business days, construction of the Tenant Improvements shall proceed in accordance with the Approved Working Drawings without incorporating the Tenant Change Order.

Tenant Change Orders. No material (a) Tenant may, from time to time, after Tenant’s approval of the Base Building Construction Documents, request that changes or modifications be made to the Approved Working Drawings shall be made by Tenant except by a written change order signed by Landlord and Tenant. If Tenant desires any material change in the Approved Working DrawingsBase Building Improvements which have not been Substantially Completed (each, Tenant shall cause the Architect or the Contractor to prepare and to submit to Landlord a copy of the change order (a “Tenant Change Order”) reflecting ). Any Tenant Change Order requested by Tenant shall be in writing and shall identify the proposed changechange to the Base Building Construction Documents with reasonable specificity. Tenant hereby acknowledges and agrees that even a request for a Tenant Change Order may cause Landlord to incur out-of-pocket costs and expenses payable to third parties in order to evaluate the proposed Tenant Change Order (the “Evaluation Costs”) and may cause a delay in the performance of the Base Building Improvements and/or delay the Target Completion Date (an “Evaluation Delay”). Landlord shall use commercially reasonable efforts to incorporate into the Base Building Improvements any Tenant Change Order; however, if, in Landlord’s reasonable judgment, Tenant’s desired changes to the Base Building Improvements (i) will adversely impact the appearance, marketability, function or safety of the Building, (ii) could reasonably be expected to cause a delay in the Target Completion Date, or (iii) will not unreasonably withhold comply with all Legal Requirements and Permitted Exceptions (subject, however, to Tenant’s right, at its sole cost and expense, to appeal, contest or condition its approval seek appropriate waivers from such Legal Requirements), Landlord reserves the right to disapprove any such Tenant Change Order. (b) Tenant must elect whether to proceed with the evaluation of any Tenant Change Order within three (3) Business Days following Tenant’s receipt from Landlord of a written notice (an “Evaluation Notice”) which shall include good-faith, reasonable estimate by Landlord of the Evaluation Costs and Evaluation Delay applicable to such Tenant Change Order (and in the event Tenant does not respond within such 3-Business Day period, Tenant shall be deemed to have elected not to proceed with the requested Tenant Change Order). In the event Tenant elects to proceed with the evaluation of a Tenant Change Order, Tenant shall pay to Landlord the amount of the actual Evaluation Costs with respect to such Tenant Change Order as such costs become due and shall approve or disapprove payable (and Landlord shall, within ten (10) Business Days after receipt of each invoice forward a copy of the same within five (5) business days after receipt thereof; provided that Landlord may withhold its consentto Tenant), in its sole discretion, to any change if and the actual delays resulting from such change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord. If Landlord disapproves a Tenant Change Order, Landlord shall notify Tenant of the revisions required, if any, that would make the Tenant Change Order acceptable shall constitute Tenant Delays. In the event that Tenant elects to Landlord. At proceed with the time Landlord approves evaluation of a Tenant Change Order, Landlord shall as soon as practicable, but in any event within twenty (20) Business Days after the date of Tenant’s election to proceed, provide Tenant with Landlord’s estimate of (i) a written notice detailing the actual increase or decrease in the cost of costs required to complete the Tenant Improvements which would result from such Change Order as provided by General Contractor (the actual increased cost to complete the Tenant Change Order, together with a construction management fee payable to Landlord equal to three and one-half percent (ii3.5%) the delay, if any, in the commencement or completion of the Tenant Improvements which would result from such Tenant Change Order. Landlord shall exercise reasonable care in preparing the cost and delay estimates, but such estimates will not limit Tenant’s obligation actual costs incurred to pay for the actual increase in the cost of the Tenant Improvements resulting from the Tenant Change Order or Tenant’s responsibility for actual delays resulting from complete the Tenant Change Order. Within two , being referred to herein as an “Increase”). (2c) business days after receipt If Landlord approves a Tenant Change Order and notifies Tenant (a “Change Notice”) of the cost and delay estimatesapplicable Increase, Tenant shall notify Landlord in writing whether Tenant approves the Tenant Change Order. If Tenant approves within three (3) Business Days of receipt of the applicable Change Notice whether or not to proceed with such Tenant Change Order, then failing which Tenant and shall be deemed to have elected not to proceed therewith (provided, however, that Tenant shall remain obligated to pay the Evaluation Costs. In the event Tenant timely notifies Landlord shall execute the to proceed with a requested Tenant Change Order, Landlord shall use commercially reasonable efforts to do so. Landlord will deliver to Tenant invoices or other reasonable evidence of the amount of each Increase, and Tenant shall pay or satisfy such invoices within ten (10) Business Days thereafter by one of the Approved Working Drawings following methods selected at Tenant’s option: (i) payment of the full amount of the Increase (in which event the Increase shall not be revised included in Total Project Costs) or (ii) by directing Landlord to incorporate deduct the amount of the Increase from the Improvement Allowance. Tenant Change Order. If Tenant fails acknowledges that Landlord will not be obligated to approve the proceed with a Tenant Change Order within such two (2) business days, construction of until Tenant has made or arranged for payment for the Tenant Improvements shall proceed Increase resulting therefrom in accordance with the Approved Working Drawings without incorporating immediately preceding sentence and that Tenant’s failure to pay or satisfy any such invoice within ten (10) Business Days may cause Landlord to stop work on the applicable Tenant Change OrderOrder and may result in Tenant Delays. (d) Notwithstanding the provisions of this Part II to the contrary, but subject to Section 2.4(e), below, prior to the final approval of the Base Building Construction Documents, Tenant may, in good faith, propose changes to the Drawings which are inconsistent or conflict with the Design Intent Narrative or previously approved Drawings. Any such change requested by Tenant shall be in writing and shall identify the proposed change to the Drawings with reasonable specificity. Landlord shall use commercially reasonable efforts to incorporate into the Drawings any such changes requested by Tenant; however, if, in Landlord’s reasonable judgment, Tenant’s desired changes (i) will adversely impact the appearance, marketability, function or safety of the Building, (ii) could reasonably be expected to cause a delay in the Target Completion Date, or (iii) will not comply with all Legal Requirements and Permitted Exceptions (subject, however, to Tenant’s right, at its sole cost and expense, to appeal, contest or seek appropriate waivers from such Legal Requirements, as long as the exercise of such right will not cause a delay in the Target Completion Date), Landlord reserves the right to disapprove any such request. Any additional third party design costs incurred by Landlord as the result of any change requested by Tenant after the Effective Date pursuant to this Section 2.4(d) shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s receipt of a written demand from Landlord, regardless of whether or not any such change is actually implemented, or, at Tenant’s election, Landlord shall deduct such amount from the Improvement Allowance. (e) In the event that, prior to Tenant’s approval of the Base Building Construction Documents, (i) Tenant requests and Landlord accepts changes to the Base Building Improvements which are not consistent with the previously-approved Drawings or the Design Intent Narrative, (ii) the net effect of such changes (when considered together with all changes previously requested by Tenant) will be to cause the total amount paid to the General Contractor pursuant to the Construction Contract to exceed $89,374,834.00, and (iii) if Tenant nevertheless elects to proceed with such design changes and no subsequent changes to the Drawings are made which reduce the amount paid to the General Contract pursuant to the Construction Contract below $89,374,834.00, then the amount of such increased costs occurring as the result of and only to the extent attributable to such design changes requested by Tenant prior to the approval of the Base Building Construction Documents shall constitute an Increase and will be payable by Tenant as provided in Section 2.4(c) above.

Tenant Change Orders. No material Tenant may request that Landlord make changes or modifications to the Approved Preliminary Landlord’s Work Plans, the Final Landlord’s Work Plans, and the Tenant’s Working Drawings shall be made by Tenant except by submitting a written change order signed by Landlord and Tenant. If Tenant desires any material change in the Approved Working Drawings, Tenant shall cause the Architect or the Contractor to prepare and to submit request to Landlord a copy of the change order (each, a “Tenant Change Order,” and collectively, “Tenant Change Orders”). If Landlord consents, such consent not to be unreasonably withheld, conditioned or delayed, to proceed with Tenant’s proposed changes, Landlord shall cause the General Contractor to prepare a memorandum of agreement (the “Tenant Change Order Memorandum of Agreement”) reflecting setting forth, in reasonable detail, the proposed change. Landlord shall not unreasonably withhold net additional cost, if any, to complete the Landlord’s Work or condition its approval of a Tenant’s Work to perform the requested Tenant Change Order, as well as any estimated delay in completing the Landlord’s Work, Tenant’s Work or any components thereof that may result from incorporating the requested Tenant Change Order. Provided Landlord approves the Tenant Change Order and shall approve or disapprove of the same costs and changes to the completion schedule, Tenant shall, within five (5) business days after following Tenant’s receipt thereof; provided that Landlord may withhold its consent, in its sole discretion, to any change if such change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord. If Landlord disapproves a Tenant Change Order, Landlord shall notify Tenant of the revisions required, if any, that would make the Tenant Change Order acceptable Memorandum of Agreement, either (x) execute and return the Tenant Change Order Memorandum of Agreement to Landlord. At , in which event Landlord shall execute the time Landlord approves Tenant Changer Order Memorandum of a Agreement as well, or (y) retract its request for the Tenant Change Order, Order in question. Failure of Tenant to provide direction to Landlord shall provide Tenant with Landlord’s estimate of within the five (i5) the increase or decrease business day period referenced in the cost immediately preceding sentence shall be deemed to be a retraction by Tenant of the Tenant Improvements which would result from such Tenant Change Order, and (ii) Order request. In the delay, if any, in the commencement or completion of event Tenant executes the Tenant Improvements which would result from such Change Order Memorandum of Agreement, Tenant Change Order. shall pay to Landlord shall exercise reasonable care in preparing the cost and delay estimates, but such estimates will not limit Tenant’s obligation to pay for the actual (as Additional Rent) any net increase in the actual cost of to construct the Tenant Improvements Landlord’s Work and/or Tenant’s Work resulting from the Tenant Change Order or Tenant’s responsibility for actual delays resulting within thirty (30) days following receipt of invoice(s) from the General Contractor detailing such increased costs. Landlord shall not be obligated to commence any work set forth in a requested Tenant Change Order until such time as Tenant has timely delivered to Landlord the Tenant Change OrderOrder Memorandum of Agreement executed by Tenant. Within two (2) business days after receipt of Notwithstanding anything in the cost Lease to the contrary, in the event Landlord and delay estimates, Tenant shall notify Landlord in writing whether Tenant approves the Tenant Change Order. If Tenant approves of the Tenant Change Order, then Tenant and Landlord shall execute the Tenant Change OrderOrder Memorandum as aforesaid, any such delay accommodated for such Tenant Change Order shall be deemed to be a Tenant Delay if and to the extent such delay results in Landlord not meeting delivery date requirements and being subject to the remedies set forth in Section 1.2 of the Lease, and the Approved Working Drawings Landlord shall not be revised required to incorporate the provide any additional written notice to Tenant Change Order. If Tenant fails (i.e., in addition to approve the Tenant Change Order within Memorandum of Agreement) of any such two (2) business days, construction Tenant Delay to benefit from the applicability of the such Tenant Improvements shall proceed in accordance with the Approved Working Drawings without incorporating the Tenant Change OrderDelay to any relevant and applicable time period.

Tenant Change Orders. No material Tenant may request changes in the Plans and Specifications from time to time during construction of the Project by submitting a written request describing any proposed change to Landlord (a "Tenant Change Proposal" or modifications to the Approved Working Drawings "Change Proposal"). Any increase in Base Project Cost, Tenant's Specialized Improvements/Base Building Upgrades Cost, Tenant's Fixtures and Equipment Installation Cost or Phases II/III Preliminary Work Cost which results from a Tenant Change Proposal, if implemented, shall be made paid by Tenant except by a written change order signed by Landlord in the same manner as regular Tenant Contributions for Specialized Leasehold Improvements/Base Building Upgrades and Tenant. If Tenant desires any material change in the Approved Working Drawings, Tenant shall cause the Architect or the Contractor to prepare 's Fixtures and to submit to Landlord a copy of the change order (a “Tenant Change Order”) reflecting the proposed changeEquipment Installation. Landlord shall not unreasonably withhold or condition its approval of a give notice back to Tenant responding to Tenant's Change Order, and shall approve or disapprove of the same Proposal within five (5) business ten days after Landlord's receipt thereof; provided that Landlord may withhold its consent, in its sole discretion, to any change if such change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord. If Landlord disapproves a Tenant approves Tenant's Change OrderProposal, Landlord shall notify Tenant of the revisions required, if any, that would make the Tenant Change Order acceptable to Landlord. At the time Landlord approves of a Tenant Change Order, Landlord shall provide Tenant with Landlord’s estimate of (i) in its approval notice specify the increase or decrease in the cost of the Tenant Improvements which would result from such Tenant Change Order, and (ii) the delaydecrease, if any, in the commencement Base Project Cost, Tenant's Specialized Improvements/Base Building Upgrades Cost, Tenant's Fixtures and Equipment Installation Cost, Phases II/III Preliminary Work Cost, Scheduled Completion Date and Outside Completion Date, whichever is or completion of the Tenant Improvements are applicable, which would result from such Tenant the subject Change Order. Proposal, as determined by Landlord shall exercise reasonable care reasonably and in preparing the good faith based on cost and delay estimates, but such estimates will not limit Tenant’s obligation to pay for the actual increase time estimation methods customarily utilized in the cost of construction industry (the "Landlord's Proposed Pricing/Timing Adjustment" or "Proposed Pricing/Timing Adjustment"). Tenant Improvements resulting from the Tenant Change Order shall give notice back to Landlord approving or Tenant’s responsibility for actual delays resulting from the Tenant Change Order. Within two (2) business disapproving Landlord's Proposed Pricing/Timing Adjustment within five days after Tenant's receipt of the cost and delay estimates, Tenant shall notify Landlord in writing whether Tenant approves the Tenant Change Orderthereof. If Tenant approves the Proposed Pricing/Timing Adjustment, then (a) the subject Tenant Change Proposal shall become a change order and be incorporated into the Plans and Specifications and executed in the construction of the Project (a "Tenant Change Order"), (b) Tenant shall pay any resulting increased cost specified in the Landlord's Proposal Pricing/Timing Adjustment as provided above and (c) the Scheduled Completion Date and the Outside Completion Date shall be adjusted as set forth in the Landlord's Proposed Pricing/Timing Adjustment, as applicable. Any resulting cost savings shall be allocated as provided in Sections 4.34, 4.36, 4.38 and 4.40. Both Parties must give final approval to any Tenant Change Order, which approval shall not be unreasonably withheld or delayed. If Tenant disapproves or does not timely respond to the Landlord's Proposed Pricing/Timing Adjustment, then Tenant the Plans and Landlord Specifications shall execute not be modified, the Project shall be constructed without regard to the Tenant Change OrderProposal, Tenant shall not be charged for any increased cost and the Approved Working Drawings aforesaid completion dates shall be revised to incorporate the Tenant Change Order. If Tenant fails to approve the Tenant Change Order within such two (2) business days, construction of the Tenant Improvements shall proceed in accordance with the Approved Working Drawings without incorporating the Tenant Change Orderremain unchanged.

Tenant Change Orders. No material Except for changes called for or modifications required due to the Approved wrongful orgrossly negligent acts or deliberate omissions of Landlord, General Contractor, or Professional Service Providers or anyone for whom they are responsible, if Tenant shall desire any changes to the Final Working Drawings shall be made that are either (i) after such drawings are approved by Tenant except by a written change order signed by Landlord and Tenant. If Tenant desires any material change in Xxxxxx, or (ii) prior to the Approved approval of Final Working Drawings, but reflect changes from the Final Plan, Tenant shall cause the Architect or the Contractor to prepare so advise Landlord in writing and to submit to Landlord shall determine whether such changes can be made in a copy reasonable and feasible manner and Landlord shall notify Tenant within five (5) Business Days of receipt of such notification, whether the change order process itself will result in a Tenant Delay. Landlord shall prepare and submit (as soon as reasonably practical but not exceeding five (5) Business Days) to Tenant a change order form (each, a “Change Order Form”) setting forth the impact on cost and any delay in the Project Schedule resulting from the proposed change. Tenant shall, within five (5) Business Days following Xxxxxx's receipt of such Change Order Form, either (A) execute and return the Change Order Form to Landlord (such executed Change Order form referred to herein as a “Tenant Change Order”), or (B) reflecting retract or modify its request for the proposed change. Landlord shall In the event Tenant does not unreasonably withhold or condition its approval of a Tenant Change Order, and shall approve or disapprove of the same respond within such five (5) business days after receipt thereof; provided that Landlord may withhold its consentBusiness Day period, in its sole discretion, to any change if such change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed to have retracted its request for the change. Tenant may pay any costs associated with such Tenant Change Order by: (a) direct payment to Landlord, or (b) if the Allowable Construction Costs (defined in Schedule ) are less than the amount set forth in the Final Budget, application by Tenant of the savings to such costs. Within thirty (30) days following final determination of the Actual Costs, Tenant shall elect how to pay such costs. Landlord may not approve change orders without Xxxxxx’s consent with respect to the Landlord Work. Notwithstanding anything herein to the contrary, in no event shall Tenant be required to pay for, nor shall a Tenant Delay pursuant result from, any change order required due to Section 5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord. If Landlord disapproves a Tenant Change Order, Landlord shall notify Tenant of the revisions required, if any, that would make the Tenant Change Order acceptable to Landlord. At the time Landlord approves of a Tenant Change Order, Landlord shall provide Tenant with Landlord’s estimate of (i) the increase or decrease in the cost failure of the Tenant Improvements which would result Premises (including the Landlord Work) to comply with Legal Requirements, unless such failure is due to Legal Requirements triggered by any Tenant-Made Alterations or Tenant’s Property not reasonably discernible from such Tenant Change Orderthe Final Working Drawings, and (ii) the delay, if any, correction of errors or omissions in the commencement Final Working Drawings, or completion of the Tenant Improvements which would result from such Tenant Change Order. Landlord shall exercise reasonable care in preparing the cost and delay estimates, but such estimates will not limit Tenant’s obligation to pay for the actual increase (iii) any defects or deficiencies in the cost of the Tenant Improvements resulting from the Tenant Change Order work by General Contractor, or Tenant’s responsibility Professional Service Providers or anyone for actual delays resulting from the Tenant Change Order. Within two (2) business days after receipt of the cost and delay estimates, Tenant shall notify Landlord in writing whether Tenant approves the Tenant Change Order. If Tenant approves of the Tenant Change Order, then Tenant and Landlord shall execute the Tenant Change Order, and the Approved Working Drawings shall be revised to incorporate the Tenant Change Order. If Tenant fails to approve the Tenant Change Order within such two (2) business days, construction of the Tenant Improvements shall proceed in accordance with the Approved Working Drawings without incorporating the Tenant Change Orderwhom they are responsible.