“Tenant Improvement Lease Transaction” means a Lease of Real Property where tenant improvements are funded by either the landlord or a third-party tenant improvement lender and secured by additional rent payable treated as an operating lease.
Tenant shall cause the Tenant Improvements to be constructed in the Premises pursuant to the Work Letter at Tenant’s sole cost and expense; provided Landlord shall provide a tenant improvement allowance to Tenant in connection with the Tenant Improvements not to exceed # Four Million Three Hundred Eighty-Nine Thousand and 00/100 Dollars ($4,389,000.00) (based upon Two Hundred Ten and 00/100 Dollars ($210.00) per square foot of Rentable Area (as defined below)) (the “Base TI Allowance”) plus # if properly requested by Tenant pursuant to this Section, Four Hundred Eighteen Thousand and 00/100 Dollars ($418,000.00) (based upon Twenty and 00/100 Dollars ($20.00) per square foot of Rentable Area) (the “Additional TI Allowance”). The Base TI Allowance, together with Additional TI Allowance (if properly requested by Tenant pursuant to this Article 4), shall be referred to herein as the “TI Allowance.” In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. The TI Allowance may be applied to the costs of # construction, # project review by Landlord (which fee shall equal the lesser of # one and one-half percent (1.5%) of the cost of the Tenant Improvements, including the Base TI Allowance and, if used by Tenant, the Additional TI Allowance and # Landlord’s actual incurred cost for Landlord’s thirty-party agent or representative to review Tenant’s construction and performance of the Tenant Improvements in the Premises), # commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, # space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, # building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, # costs and expenses for labor, material, equipment and fixtures and # project management fees to Hughes Marino equal to (and not to exceed) three percent (3%) of the cost of the Tenant Improvements. In no event shall the TI Allowance be used for # the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, # payments to Tenant or any affiliates of Tenant, # the purchase of any furniture, personal property or other non-building system equipment, # costs arising from any default by Tenant of its obligations under this Lease or # costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).
Tenant Funds. Any additional funds required to complete the cost of the work, that are in excess of or elected by the Tenant to be used in place of the Tenant Improvement Allowance and the Additional TI Allowance, shall be considered "Tenant Funds." The total cost to construct the Tenant Improvements as managed by Landlord and the Project Manager under this Work Letter shall be the "Project Budget." Landlord understands that at the time of the agreed upon Guaranteed Maximum Price (GMP), the Tenant Funds amount is an estimate and exact costs will not be known until project closeout. Tenant is required, at the time of agreement of the GMP, to provide a purchase order to the Landlord for the full estimated amount of the Tenant Funds. In the event the Tenant Funds at project closeout are less than the amount agreed upon within the Project Budget, Landlord will only bill Tenant for the Tenant Funds that have been utilized. In the event the Tenant Funds exceed the amount agreed upon within the Project Budget, through added scope changes, the Tenant shall provide additional purchases orders to the Landlord, which will be included in the Tenant Change Request process that the Landlord’s representative administers.
Acceptance of Premises; Allowance. Subject to the terms of Exhibit C attached hereto and by this reference incorporated herein, Tenant hereby accepts the Premises, as expanded herein, in its AS IS, WHERE IS condition, and without any representations or warranties (express or implied) whatsoever, through the Term, as may be further extended, and hereby acknowledges and agrees Landlord shall have no obligation to construct any tenant improvements to the Premises, as expanded herein, and Landlord shall have no obligation to provide any tenant improvement allowance, credit, set-off, or other concession to Tenant.
Landlords Review of Plans. Tenant shall reimburse Landlord for (or Landlord may deduct from the Tenant Improvement Allowance) any out-of-pocket, reasonable costs incurred by Landlord if review of the Space Plan, the Preliminary Plans, the Final Working Drawing and Plan Modifications requires engagement by Landlord of third party consultants.
Improvement Allowance..................................................................................... Exhibit B
Space Planning Allowance. In addition to the ES Allowance, and as a further inducement to Tenant’s entering into this Fourth Amendment, Landlord shall, subject to this [Section 5], provide to Tenant a special tenant improvement allowance equal to Nine Hundred Sixteen and 56/100 Dollars ($916.56) (the “Space Planning Allowance”) to be used by Tenant solely for design and architectural costs incurred by Tenant for space planning the Expansion Space. Provided there is no Event of Default or event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Landlord shall pay the Space Planning Allowance to Tenant within thirty (30) days after the later to occur of # Landlord’s receipt of the draft ES Design/Development Plans, and # Landlord’s receipt of a reasonably detailed invoice therefor, which invoice must be delivered to Landlord on or before the date which is sixty (60) days after the ES Commencement Date; provided, however, that if Tenant cures any default prior to the expiration of applicable cure periods set forth in [Article 20] of the Lease, then Landlord’s obligation to pay the Space Planning Allowance shall be reinstated. Tenant shall not be entitled to any unused portion of the Space Planning Allowance.
project management, and costs of constructing the Improvements (collectively, the “ Improvement Costs”), an amount equal to $90.00 per square foot of the Building (as determined by Architect in the Construction Documents in accordance with the method set forth in Section 4.1(e) below) (the “ Improvement Allowance”), except that the Improvement Allowance shall be used to pay only those Improvement Costs that are considered under generally accepted accounting principles to be capital expenditures related to real property (but not to personal property or trade fixtures), which costs may include permit fees, design fees, project management, and costs of constructing the Improvements. Additionally, and in no way limiting the foregoing restrictions on the use of the Improvement Allowance, shall pay directly the costs of any architects, engineers and other design professionals that directly engages. Except as expressly set forth herein, ’s payment of the Improvement Allowance or the Improvement Costs (if such amount is less than the Improvement Allowance), shall satisfy in full ’s obligation to pay the Improvement Allowance hereunder, and shall not be obligated to make any payment for any subsequent alterations or improvements to the Premises whether or not the entire Improvement Allowance was expended on the initial Improvements.
# Improvement Allowance and Costs Generally.
Reconciliation of Improvement Allowance. The parties acknowledge that the final Improvement Allowance may be more or less than the estimated Improvement Allowance depending on whether the final rentable square footage of the Premises is more or less than the estimated rentable square footage. Upon Substantial Completion of the Improvements and final determination of the rentable square footage of the Premises, any shortfall due to as a result of adjustments to the Improvement Allowance shall be paid to with the next payment of Base Rent, and any refund due to as a result of adjustments shall be deducted by from ’s next payment of Base Rent. Disbursements of the Improvement Allowance shall be made pari passu with disbursements of the ’s Contribution Deposit from the TI Account provided that such disbursements of the Improvement Allowance are otherwise permissible pursuant to this Work Letter.
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