Common use of Base Building Improvements Clause in Contracts

Base Building Improvements. Subsequent to the Lease, Tenant has requested that Landlord install an elevator in the Pod 5 Portion (as defined in the Lease) of the Premises. Landlord has agreed, using a contractor retained by Landlord pursuant to a guaranteed maximum price agreement to perform the work to install an elevator in the Pod 5 Portion of the Premises subject to the further terms and conditions set forth herein (the “Elevator Work”). The Elevator Work, in addition to the New Loading Dock and the Exterior Work, shall constitute part of the Base Building Improvements under Section 1.2.1 of Exhibit “D” attached to the Lease (the “Work Letter”). Accordingly, effective as of the Effective Date, all references to the “Base Building Improvements” in the Lease (including the Work Letter) shall mean and refer to the New Loading Dock, the Exterior Work and the Elevator Work. Landlord and Tenant hereby agree that Landlord will construct the Base Building Improvements in substantial accordance with the Approved Base Building Plans, which the parties hereto agree to be permit set dated March 29, 2021 prepared by CI Design, Inc. and [Linden Engineering Partners LLC] and attached as Exhibit “A” to this First Amendment, and otherwise in accordance with the Work Letter. For purposes of clarification, for purposes of Section 1.6.1 of the Work Letter, Tenant hereby approves the Approved Base Building Plans as attached hereto. However, Tenant's approval of the Approved Base Building Plans (as attached hereto) does not imply Tenant's review of the same for compliance with codes, laws, or like matters; the parties agreeing that Landlord is responsible for causing the Approved Base Building Plans to comply with and the New Loading Dock, the Exterior Work and the Elevator Work to be constructed in accordance with applicable codes and laws in effect as of the date the building permit for the same is obtained. Further, Tenant shall have the right to request and make revisions to the Approved Base Building Plans in accordance with and subject to the terms set forth in Section 1.6.1 of the Work Letter. Prior to the Effective Date, Landlord submitted and Tenant approved the Construction Pricing Proposal attached as Exhibit “C” to this First Amendment.

Base Building Improvements. Subsequent A. Landlord agrees to construct the Building so that the size of the Building (exterior and each floor plate) is consistent with the plans and specifications listed on Exhibit B attached hereto (subject to changes to the Leasesize of the Building approved by Tenant in writing, in advance [which approval shall not be unreasonably withheld, conditioned or delayed]). B. At Tenant's request, Landlord has agreed to incorporate the additional base building improvements generally described on Exhibit C attached hereto. Tenant has requested acknowledges that Landlord install an elevator the foregoing changes and additions to the base building improvements will increase the costs thereof as shown on Exhibit C (collectively, the "Increased Base Building Costs") and may result in Tenant Delays with respect to those items where, under "Construction Delays," Exhibit C states "TBD" or "None Yet." The Increased Base Building Costs shall be paid by Tenant as follows: first, the Pod 5 Portion credit shown on Exhibit C shall be applied against the Increased Base Building Costs until such credit is exhausted; second, upon Tenant's written request, any portion of the Allowance that is not allocable to the Work (as such capitalized terms are defined in the LeaseWork Letter Agreement) may be used to pay for the Increased Base Building Costs; and third, Tenant shall pay to Landlord any unpaid Increased Base Building Costs for any item described on Exhibit C within 30 days after Landlord provides Tenant with a copy of the Premisesgeneral contractor's invoice (or draw request) for such item. Landlord has agreed, using a contractor retained by Landlord pursuant to a guaranteed maximum price agreement to perform Any Tenant Delays shall have the work to install an elevator in the Pod 5 Portion of the Premises subject to the further terms and conditions effect set forth herein (the “Elevator Work”). The Elevator Work, in addition to the New Loading Dock and the Exterior Work, shall constitute part of the Base Building Improvements under Section 1.2.1 of Exhibit “D” attached to the Lease (the “Work Letter”). Accordingly, effective as of the Effective Date, all references to the “Base Building Improvements” in the Lease (including the Work Letter) shall mean and refer to the New Loading Dock, the Exterior Work and the Elevator Work. Landlord and Tenant hereby agree that Landlord will construct the Base Building Improvements in substantial accordance with the Approved Base Building Plans, which the parties hereto agree to be permit set dated March 29, 2021 prepared by CI Design, Inc. and [Linden Engineering Partners LLC] and attached as Exhibit “A” to this First Amendment, and otherwise in accordance with the Work Letter. For purposes of clarification, for purposes of Section 1.6.1 Paragraph 7 of the Work Letter, Letter Agreement. Any additional changes to the base building work desired by Tenant hereby approves the Approved Base Building Plans as attached hereto. However, Tenant's approval of the Approved Base Building Plans (as attached hereto) does not imply Tenant's review of the same for compliance with codes, laws, or like matters; the parties agreeing that Landlord is responsible for causing the Approved Base Building Plans to comply with and the New Loading Dock, the Exterior Work and the Elevator Work beyond those described on Exhibit C shall continue to be constructed in accordance with applicable codes and laws in effect as of the date the building permit for the same is obtained. Further, Tenant shall have the right to request and make revisions to the Approved Base Building Plans in accordance with and subject to the terms set forth in Section 1.6.1 governed by Paragraph 8 of the Work Letter. Prior to the Effective Date, Landlord submitted and Tenant approved the Construction Pricing Proposal attached as Exhibit “C” to this First AmendmentLetter Agreement.

Base Building Improvements. Subsequent to the Lease, Tenant has requested that Landlord shall provide and install an elevator in the Pod 5 Portion (as defined in the Lease) of the Premises. Landlord has agreed, using a contractor retained by Landlord pursuant to a guaranteed maximum price agreement to perform the work to install an elevator in the Pod 5 Portion of the Premises subject to the further terms and conditions set forth herein (the “Elevator Work”). The Elevator Work, in addition to the New Loading Dock and the Exterior Work, shall constitute part of the Base Building Improvements under Section 1.2.1 of Exhibit “D” attached to the Lease (the “Work Letter”). Accordingly, effective as of the Effective Date, all references to the “Base Building Improvements” in the Lease (including the Work Letter) shall mean and refer to the New Loading Dock, the Exterior Work and the Elevator Work. Landlord and Tenant hereby agree that Landlord will construct the Base Building Improvements in substantial accordance with Exhibit C-1 in compliance with Legal Requirements in effect prior to the Approved Building Permit Date. In connection with such installation of the Base Building PlansImprovements, Landlord and Tenant agree to comply with the following provisions: (a) Landlord recognizes that changes in the working drawings of the Base Building may be required to accommodate the Tenant Improvements, including floor penetrations, increases to floor load requirements and other items. As provided in Section 1.3, Tenant has approved the Preliminary Building Plans and Specifications. For any Base Building changes hereafter requested by Tenant that are included in the Final Bid Specifications and for any Base Building changes requested by Tenant thereafter, within twenty (20) days after the General Contractor (defined below) so advises Landlord (the "Twenty Day Period"), Landlord will advise Tenant of the General Contractor's best estimate, which estimates are not binding on Landlord or the parties hereto agree General Contractor, of the number of days of Tenant Delays that will be caused by such changes, any increase in cost associated with such changes and any additional requirements necessary to accommodate the noted changes. Provided Tenant notifies Landlord to proceed with such changes within five (5) days of Tenant's receipt of Landlord's notice [or, to the extent Tenant requests any such change while the construction of the Base Building is progressing and Landlord responds to Tenant as quickly as possible within the Twenty Day Period, such shorter period of time as Landlord shall reasonably determine is necessary to meet the Building Construction Schedule (defined in Section 5.1(b) below) and of which Tenant is advised] and Tenant agrees (i) to reimburse Landlord for Landlord's actual expenses associated with such Base Building modification including reasonable additional architectural and engineering fees, and (ii) if applicable, to comply with Landlord's additional reasonable requirements (such as changes in penetration locations necessary because of the structure), then Landlord will proceed to make such requested modifications to the Base Building. Notwithstanding the foregoing, Landlord shall not be obligated to proceed with any requested modifications to the Base Building if Landlord reasonably determines within the Twenty Day Period that any such modification will adversely impact or jeopardize the Building (including without limitation, the marketability thereof) or delay the Building Construction Schedule or the Tenant Construction Schedule. Notwithstanding the foregoing, if (x) Tenant agrees in writing that the entire delay in the Building Construction Schedule or the Tenant Construction Schedule resulting from such requested change to the Base Building will constitute a Tenant Delay (as to the Building Construction Schedule) and a Tenant Improvement Delay (as to the Tenant Construction Schedule) for all purposes of this Lease, and (y) the total of (i) the aggregate of the number of days of Tenant Delays and Tenant Improvement Delays Tenant has previously agreed to in writing under this sentence, Section 1.2(d) above, and the penultimate sentence under Section 1.3(e), plus (ii) General Contractor's or Tenant Contractor's (as applicable) estimate of the number of days of subject delay, is less than ninety (90) days, then Landlord will proceed with such requested modification to the Base Building to the extent that the other requirements above are satisfied. (b) Within sixty (60) days after commencement of actual construction of the Base Building by the general contractor for the Base Building (the "General Contractor") under its general contract, Landlord shall cause to be permit set dated March 29, 2021 prepared by CI Design, Inc. and [Linden Engineering Partners LLC] and attached as Exhibit “A” delivered to this First AmendmentTenant a schedule with respect to the construction of the Base Building (the "Building Construction Schedule"). Tenant may use the Building Construction Schedule in planning its work to be done in, and otherwise in accordance with its contemplated move into, the Work LetterInitial Leased Premises. For purposes of clarificationBased upon the Building Construction Schedule, for purposes of Section 1.6.1 as soon as practicable after delivery of the Work LetterBuilding Construction Schedule, Landlord shall work with Tenant's architects and Tenant hereby approves in preparing Tenant's proposed construction schedule (the Approved Base "Tenant Construction Schedule") generally detailing the timing of Tenant's work in the Initial Leased Premises, whereupon Landlord shall notify Tenant if in Landlord's reasonable judgment such Tenant Construction Schedule is reasonably expected to have a materially adverse impact upon the Building Plans as attached heretoConstruction Schedule. HoweverSuch Tenant Construction Schedule shall include at least one hundred twenty (120) days for construction of Tenant Improvements for each Major Portion and sufficient time thereafter for delivery, assembly and set-up of Tenant's fixtures, furnishings and equipment. Tenant shall notify Landlord concerning any proposed changes in the Tenant Construction Schedule, whereupon Landlord shall notify Tenant if in Landlord's reasonable judgment such change is reasonably expected to have an adverse impact upon the Building Construction Schedule. In the event there is a material change in the Building Construction Schedule which would materially adversely affect the Tenant Construction Schedule, Landlord shall so notify Tenant; provided, however, if Landlord changes the Building Construction Schedule and such change is not caused or requested by Tenant or Tenant's agents, architects, engineers, contractors or consultants, such resultant change in the Tenant Construction Schedule shall not constitute a Tenant Delay. (c) In any instance where, in Landlord's reasonable judgment, Tenant's approval desired changes to the Base Building will adversely impact the appearance, function or safety of the Approved Building or the Project or the Building Construction Schedule for the Base Building Plans (as attached hereto) does not imply Tenant's review of or for the same for compliance with codesleasehold improvements in the Building other than the Leased Premises, laws, or like matters; Landlord reserves- the parties agreeing that Landlord is responsible for causing the Approved right to disapprove any such desired Base Building Plans to comply with and the New Loading Dock, the Exterior Work and the Elevator Work to be constructed in accordance with applicable codes and laws in effect as of the date the building permit for the same is obtainedmodification. FurtherFurthermore, Tenant shall have the right to request be fully liable for all costs and make revisions expenses (including without limitation costs resulting from associated delays and costs incurred by Landlord in obtaining necessary permits and licenses) directly resulting from any Base Building modifications or with any changes to the Approved Base Building Plans in accordance with Construction Schedule requested by or resulting from Tenant's construction activities, provided that Landlord promptly (after receipt of the General Contractor's pricing estimate) advises Tenant of such costs and expenses, which estimates are not binding on Landlord or General Contractor, and provided further that Tenant shall be entitled to apply any unspent portion of the Improvements Allowance against such costs and expenses subject to the terms set forth restrictions specified in Section 1.6.1 2.5. (d) It is hereby stipulated that time is of the Work Letter. Prior essence in connection with Landlord's and Tenant's compliance with the terms of this Section 5.1. (e) Notwithstanding anything to the Effective Datecontrary contained in this Lease, Tenant shall be obligated to pay to Landlord all Project Costs incurred by Landlord under this Lease to the extent the Project Costs incurred by Landlord exceed $170.00 per square foot of Net Rentable Area in the Initial Leased Premises. The Project Costs shall be paid as follows: (i) Landlord shall pay all Project Costs until such time as Landlord has paid Project Costs equal to $160.00 per square foot of Net Rentable Area in the Building; (ii) Then, all Project Costs shall be paid in the following proportions: Landlord - 66 2/3% Tenant - 33 1/3% until such time as Landlord has paid total Project Costs of $170.00 per square foot of Net Rentable Area; provided, however, if at the time Landlord has paid $160.00 per square foot of Net Rentable Area in the Building, Landlord submitted reasonably estimates that the remaining Project Costs to. complete the Project are (A) less than ten dollars ($10.00) per square foot of Net Rentable Area, Tenant shall not be obligated to pay any portion of the Project Costs until the earlier to occur of (1) the date Landlord's estimate increases to in excess of $170.00 per square foot in the aggregate, or (2) Landlord actually pays Project Costs in excess of $170.00 per square foot; or (B) more than ten dollars ($10.00) per square foot (the "Estimated Excess"), Tenant shall be obligated to pay its proportionate share as provided above until Tenant has paid the full amount of the Estimated Excess and thereafter Tenant approved shall not be obligated to pay its proportionate share unless and until the Construction Pricing Proposal attached as Exhibit “C” earlier to this First Amendmentoccur of (1) such Estimated Excess increases, or (2) Landlord actually pays more than the Estimated Excess.

Base Building Improvements. Subsequent Prior to the LeaseCommencement Date, Tenant has requested that Landlord install an elevator in the Pod 5 Portion (as defined in the Lease) of the Premises. Landlord has agreedLandlord, using a contractor retained by Landlord pursuant to a guaranteed maximum price agreement to perform the work to install an elevator in the Pod 5 Portion of the Premises subject to the further terms at Landlord’s sole cost and conditions set forth herein (the “Elevator Work”). The Elevator Work, in addition to the New Loading Dock and the Exterior Workexpense, shall constitute part of cause the Base Building Improvements under Section 1.2.1 of Exhibit “D” attached to the Lease following work (the “Work Letter”). Accordinglycollectively, effective as of the Effective Date, all references to the “Base Building Improvements” ”) to be performed to the Premises: (i) renovate all restrooms in the Lease (including Building, which renovation shall include new ceiling tiles, new wall paper, new wood, louvered stall doors which run from the Work Letter) shall mean and refer floor to the New Loading Dockceiling, new corian stall separators which shall run from floor to ceiling, new automatic faucets and new lights; (ii); complete the Exterior Work repairs needed to the existing heat pumps as set forth in items 1 — 4 in the report issued by ▇▇▇▇▇▇ Mechanical, Inc., dated April 16, 2012, attached hereto as Exhibit “D” (the “▇▇▇▇▇▇ Report”); (iii) replace all heat pumps requiring replacement (but in no event fewer than ten percent (10%) of the heat pumps in the Building as of the date of this Lease); (iv) replace the existing roof of the Building; (v) install a unisex restroom on the second floor of the Building, in accordance with the Americans with Disabilities Act, as in force and effect at the Elevator Worktime of the work being performed (“ADA”), in the location on the second floor of the Building as set forth on the Tenant Construction Plans; and (vi) replace two (2) cooling towers on the roof. Landlord and Tenant hereby agree that Landlord will construct The cost of performing the Base Building Improvements in substantial accordance shall not be passed through to the Tenant as an Operating Cost. Landlord shall also equip the Premises with basic fire safety and sprinkler systems and provide access to allow connection of fire and life safety devices as required by the applicable code. Landlord represents and warrants and covenants that on the Commencement Date the Premises (with the Approved exception of restrooms except the newly constructed restroom described above) shall be delivered in compliance with all local, state and federal codes and laws, including the ADA. Landlord will coordinate, at its sole cost and expense, the structural, mechanical, electrical and plumbing plans for the Base Building Plans, which the parties hereto agree to be permit set dated March 29, 2021 prepared by CI Design, Inc. and [Linden Engineering Partners LLC] and attached as Exhibit “A” to this First Amendment, and otherwise in accordance with the Work Letter. For purposes of clarification, for purposes of Section 1.6.1 of the Work Letter, Tenant hereby approves the Approved Base Building Plans as attached hereto. However, Tenant's approval of the Approved Base Building Plans (as attached hereto) does not imply Tenant's review of the same for compliance with codes, laws, or like matters; the parties agreeing that Landlord is responsible for causing the Approved Base Building Plans to comply with and the New Loading Dock, the Exterior Work and the Elevator Work to be constructed in accordance with applicable codes and laws in effect as of the date the building permit for the same is obtained. Further, Tenant shall have the right to request and make revisions to the Approved Base Building Plans in accordance with and subject to the terms set forth in Section 1.6.1 of the Work Letter. Prior to the Effective Date, Landlord submitted and Tenant approved the Construction Pricing Proposal attached as Exhibit “C” to this First AmendmentImprovements.