Tenant Improvements Subject to this Section 4, Tenant shall accept the Suite 110 Premises in its “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite 110 Premises shall be subject to all the terms and conditions set forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary, Landlord hereby agrees to grant Tenant an allowance in the amount of $10,000 to be applied toward the cost (including architectural and engineering fees) of alterations performed by Tenant in the Suite 110 Premises (the “Granted Allowance”) in conjunction with Tenant’s initial occupancy of Suite 110 Premises. Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite 110 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite 110 Premises exceeds the amount of the Granted Allowance, the excess shall be paid by Tenant after the Granted Allowance is fully exhausted. Any portion of the Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Eighth Amendment Commencement Date shall revert to Landlord, and Tenant shall have no further rights with respect thereto.
WORK LETTER This Lease is supplemented by that certain Work Letter of even date executed by Lessor and Lessee, attached hereto as Exhibit C, and incorporated herein by this reference.
Construction of the Tenant Improvements Landlord shall construct the Tenant Improvements in accordance with this exhibit and the construction contract to be executed by Landlord and its contractor(s). The construction contract for constructing the Tenant Improvements and the contractor(s) to perform the work shall be approved and/or selected, as the case may be, by Landlord at its sole and absolute discretion without the consent of Tenant.
Tenant Improvement Plans Any work proposed by Tenant at the Premises or Building (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit, which approval shall not be unreasonably withheld or delayed except for good cause shown. All architectural, engineering and other design fees shall be paid by Tenant, provided that, of the total Tenant Improvement Allowance, up to Five and No/100 Dollars (S5.00) per rentable square foot of the Premises of such fees may be subject to reimbursement under the Tenant Improvement Allowance. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Santa Xxxxx and the State of California. Tenant shall cause its architect, who shall be subject to Landlord’s prior approval (“Tenant’s Architect”), which approval shall not be unreasonably withheld or delayed except for good cause shown, to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld or delayed) within twenty-one (21) days following mutual execution of the Lease. (If available upon mutual execution of this Lease, a mutually-approved preliminary space plan for the Tenant Improvements has been attached hereto as Exhibit C-1.) Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan, and Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval within five (5) business days thereafter. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval within sixty (60) days following Landlord’s approval of the final Space Plan. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion as supported by statement or reports from licensed engineers, the work, as described in any such item: (i) will adversely affect Building systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) will materially impair Landlord’s ability to furnish services to Tenant or other tenants at the Project; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances not permitted under Applicable Laws; (vi) would affect the external appearance of the Building; (vii) would materially and adversely affect another tenant’s premises at the Project: or (viii) is prohibited by any mortgage, trust deed or other instrument encumbering the Building or Project. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, and Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval within ten (10) business days thereafter. Such process shall continue until Landlord has approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.
Tenant Improvement Allowance Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted
Landlord’s Work Landlord shall construct the base-building elements of the Building (the "Base Building Work"), the sitework on the Land, and the parking structure and surface parking areas on the Land, all in accordance with the Design Specifications attached hereto as Schedule I (collectively, "Landlord's Work"). All of Landlord's Work shall be performed in a good and workmanlike manner, in accordance with plans and specifications ("Landlord's Plans") mutually approved by Landlord and Tenant. Tenant's approval of Landlord's Plans shall not be unreasonably withheld, conditioned or delayed, and Tenant shall not be entitled to condition its approval of Landlord's Plans upon the inclusion therein of any design specifications that are inconsistent with the Design Specifications attached hereto as Schedule I (including requiring a higher performance standard than any performance standard expressly set forth in Schedule I). Tenant shall respond to any request for approval of Landlord's Plans, or any portion or progress set thereof, or any modifications thereto, as promptly as reasonably possible and in any event within ten (10) business days in the case of the original complete set of Landlord's Plans and any structural modifications thereto and within two (2) business days in the case of any nonstructural modifications to Landlord's Plans, and Tenant's failure to respond within such time periods shall be referred to herein and in the Lease as a "Tenant Delay." In the event Tenant disapproves Landlord's Plans or any portion thereof or any modifications thereto, Tenant's notice of disapproval shall specify in detail the reasonable basis for such disapproval. Landlord shall promptly make such revisions to Landlord's Plans as may be necessary to address Tenant's reasonable objections, and shall resubmit Landlord's Plans to Tenant for Tenant's approval. Tenant shall review such revised plans as promptly as reasonably possible and notify Landlord whether Tenant approves or reasonably disapproves Landlord's Plans as modified. This process shall be repeated, if necessary, until Tenant's reasonable objections to Landlord's Plans have been addressed and Tenant has approved Landlord's Plans. After approval of Landlord's Plans, Tenant shall have the right to initiate changes to Landlord's Plans or Landlord's Work, subject to (i) Landlord's approval of any such proposed change, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) Landlord's and Tenant's mutual agreement concerning (and execution of a change order or other written confirmation of) (A) any net increase in design or construction costs resulting from such change, all of which increased costs shall be borne solely by Tenant, and (B) any delay such change will cause in the completion of Landlord's Work or the achievement of any milestone date(s), which delay shall not extend the Lease Commencement Date or the commencement of Tenant's rental obligations under the Lease (but shall appropriately extend any affected milestone date(s)) and shall be deemed a "Tenant Delay" for purposes hereof and of the Lease. Landlord shall be responsible for causing Landlord's Work to comply with all applicable legal requirements, including (without limitation) requirements of building codes, environmental laws and the Americans with Disabilities Act, and Landlord shall indemnify Tenant and hold it harmless with respect to any loss, cost, damage or liability resulting from Landlord's breach of this obligation (which indemnification shall survive the expiration or termination of the Lease). In constructing the Base Building Work, Landlord shall perform and install all work and materials designated "Base Building" in Schedule II attached hereto. In performing the Base Building Work, Landlord shall use best efforts to achieve the milestone dates set forth in Schedule III attached hereto. In the event Landlord fails to achieve any of said milestone dates, except to the extent such failure is caused by any Tenant Delay, the December 29, 1995 date set forth in Section 3.2 of the Lease shall be extended by one (1) day for each day of delay in achieving the milestone date; provided, however, that such extension shall not occur if (and then only to the extent) Landlord and Tenant mutually agree and acknowledge in writing that the completion of the Tenant Work (as defined below) was not delayed by reason of the delay in achieving Landlord's milestone date. Tenant agrees to use good faith reasonable efforts to counter the effect of any delay by Landlord in achieving any milestone date; however, Tenant shall not be obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Landlord agrees in advance to bear any incremental cost associated with such efforts (whether or not such efforts are ultimately successful).
Tenant’s Work During the Term Tenant may not perform any work, alterations, installations, additions, improvements, structural repairs or restorations to the Property (“Tenant’s Work”) without the prior written consent of Landlord which (i) in the case of alterations, additions, installations or improvements of a structural nature or involving the Building systems, may be granted or withheld by Landlord in its sole and absolute discretion and (ii) in the case of alterations or improvements of a non-structural nature or not involving Building systems, shall not be unreasonably withheld or delayed. In connection with such consent, Tenant shall submit to Landlord such detailed plans, specifications, drawings and other materials reasonably requested by Landlord. Tenant may make such non-structural alterations and perform work of a decorative nature without Xxxxxxxx’s prior written consent. At Tenant’s sole cost, Xxxxxxxx agrees to cooperate with Xxxxxx (including signing applications) in obtaining any necessary permits for any Tenant’s Work that Xxxxxx is permitted to make hereunder. In all cases the Tenant’s Work shall be performed at Tenant’s sole cost and expense and by contractors selected by Xxxxxx. Tenant agrees that the Tenant’s plans and specifications shall be in compliance with applicable laws, rules and regulations, that Tenant shall not commence construction until it obtains (if required) a building permit for Tenant’s Work, and that such Tenant’s Work shall be performed in accordance with the building permit, in compliance with applicable law and in accordance with the Tenant’s plans and specifications. As a condition of approving such Tenant's Work the Landlord may require the Tenant to maintain such additional insurance coverages (in addition to those required in Article 8 hereof) as the Landlord may reasonably require.
Construction of Tenant Improvements Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.
Landlord’s General Conditions for Tenant’s Agents and Tenant Improvement Work Tenant’s and Tenant’s Agent’s construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved Working Drawings; (ii) Tenant’s Agents shall submit schedules of all work relating to the Tenant’s Improvements to Contractor and Contractor shall, within five (5) business days of receipt thereof, inform Tenant’s Agents of any changes which are necessary thereto, and Tenant’s Agents shall adhere to such corrected schedule; and (iii) Tenant shall abide by all rules made by Landlord’s Building manager with respect to the use of freight, loading dock and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the Tenant Improvements.
Tenant Improvement Costs The Tenant Improvements’ cost (the “Tenant Improvement Costs”) shall mean and include any and all costs and expenses of the Work, including, without limitation, all of the following:
