Common use of COST OF TENANT IMPROVEMENT WORK Clause in Contracts

COST OF TENANT IMPROVEMENT WORK. a. The total price for the Landlord Work shall be Two Million Six Hundred Eighty Five Thousand Three Hundred Fifty One and 00/100 Dollars ($2,685,351.00) (together with any such additional allowance as may be reasonably agreed to by Landlord and Tenant, the “Tenant Improvement Allowance” or “Total Contract Price”). Up to $560,274.00 of the Tenant Improvement Allowance intended to be used for the Base Building Work and the remainder for the Tenant Improvement Work. b. The Tenant Improvement Allowance shall be payable by Landlord directly to the Contractor in installments as the Landlord’s Work progresses. Contractor requisitions shall be in the AIA G702 and G703 format (as approved by Landlord’s Architect) and shall be subject to review and reasonable approval by Landlord’s Architect and Tenant’s Architect prior to payment by Landlord. Each such installment shall withhold five percent (5%) pursuant to the retainage provisions of Landlord’s contract with the Contractor. Landlord shall provide to Tenant and Tenant’s Representative copies of all invoices for all of the Landlord’s Work from subcontractors, materials providers and other vendors. c. Tenant shall be obligated to pay the for any Tenant Change Orders (all such sums expended by Tenant shall be collectively referred to herein as the “Tenant’s Contribution”), as set forth below: (i) To the extent that any Tenant Change Order causes the total cost of the Landlord’s Work to be in excess of the Tenant Improvement Allowance, Tenant’s Contribution shall be an amount equal to such excess, and Tenant shall pay to Landlord one hundred percent (100%) of such excess within five (5) business days after request by Landlord. (ii) To the extent that any Tenant Change Order causes the total cost of the Landlord’s Work to be in excess of the Final Project Cost Proposal (but not the Tenant Improvement Allowance) (any such overrun, “Excess Project Cost”), then all such Excess Project Cost shall be paid by Tenant in the form of increased annual fixed rent. To the extent that any Tenant Change Order causes the total cost of the Landlord’s Work to be less than the Final Project Cost Proposal, then savings shall be passed on to Tenant in the form of a decrease in annual fixed rent (any such reduction, “Reduced Project Cost”). Excess Project Costs and Reduced Project Costs associated with Base Building Work shall be charged back or credited to the Tenant in the form of increased or decreased annual fixed rent at a rate of four and one half percent (4.5%) of the Excess Project Cost or Reduced Project Cost, amortized over a thirty (30) year period (the “Base Building Rent Adjustment”). Excess Project Costs and Reduced Project Costs associated with Tenant Improvement Work shall be charged back or credited to the Tenant in the form of increased or decreased annual fixed rent at a rate of seven and one half percent (7.5%) of the Excess Project Cost or Reduced Project Cost, amortized over a seven (7) year period (the “Tenant Improvement Rent Adjustment”). (iii) If Tenant fails to pay any amount when due pursuant to this Section 11 (A) Landlord may (but without obligation to do so) advance such funds on Tenant’s behalf, and Tenant shall be obligated to reimburse Landlord for the amount of funds so advanced on its behalf; and (B) in any event, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of rent (including, but not limited to, the right to interest at the Default Rate and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same will be considered rent. (iv) At the time the final accounting is rendered by Landlord pursuant to this Section 11, there shall be an adjustment between Landlord and Tenant such that each shall only be required to contribute to the payment of the cost of the Tenant Improvement Work in accordance with the obligations set forth in this Section 11, which adjustment shall be made within ten (10) business days after Landlord notifies Tenant of the required adjustment. In the event that the cost of the Tenant Improvement Work is less than the Final Project Cost Proposal (as adjusted as herein), the amount of Tenant’s Contribution shall be reduced pro rata and credited to rent. In the event Tenant’s audit discloses that an overpayment or underpayment was made by Tenant, unless disputed by Landlord, there shall be an adjustment between Landlord and Tenant as soon as reasonably practicable such that each shall only be required to contribute to the payment of costs in accordance with the obligations set forth in this Section 11. (v) Landlord shall maintain a reasonable accounting system that enables Tenant to readily identify Landlord’s expenses, costs of goods, and use of funds in connection with the Base Building Work and the Tenant Improvement Work. Tenant and its authorized representatives shall have the right to audit, examine and make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to the Base Building Work and the Tenant Improvement Work kept by or under the control of Landlord, including, but not limited to those kept by Landlord, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents;

COST OF TENANT IMPROVEMENT WORK. a. The total price for 2.1 Landlord shall provide an allowance to construct the Landlord Tenant Improvement Work shall be Two Million Six Hundred Eighty Five Thousand Three Hundred Fifty One in an amount not to exceed twelve and 00/100 Dollars ($2,685,351.0012.00) per rentable square foot of Premises (which premises are 9,305 rentable square feet) (together with any such additional allowance as may be reasonably agreed to by Landlord and Tenant, the “"Landlord's Tenant Improvement Allowance” or “Total Contract Price”). Up ") PROVIDED, if Tenant does not use the entire allowance for construction of direct improvements to the Premises, Tenant may elect to use up to $560,274.00 3.00 per rentable foot of the balance remaining toward moving expenses PROVIDED FURTHER, in the event any portion of the Allowance is not used by Tenant for the purposes set forth herein within twelve (12) months of the Lease Commencement Date, Tenant's right to any such remaining Allowance shall be forfeited for all purposes and Landlord shall have no further obligation to provide any further Allowance amount hereunder. Any and all costs (without exception) of the Tenant Improvement Allowance intended to be used for Work that exceed the Base Building Work and the remainder for the Tenant Improvement Work. b. The Landlord's Tenant Improvement Allowance shall be payable paid by Landlord directly to the Contractor in installments as the Landlord’s Work progresses. Contractor requisitions shall be in the AIA G702 and G703 format Tenant within ten (as approved by Landlord’s Architect10) and shall be subject to review and reasonable approval by Landlord’s Architect and Tenant’s Architect prior to payment by days after receipt of an invoice therefor from Landlord. Each such installment shall withhold five percent (5%) pursuant to the retainage provisions of Landlord’s contract with the Contractor. Landlord shall provide to Tenant and Tenant’s Representative copies of all invoices for all of the Landlord’s Work from subcontractors, materials providers and other vendors. c. Tenant shall be obligated to pay the for any Tenant Change Orders (all such sums expended by Tenant shall be collectively referred to herein as the “Tenant’s Contribution”), as set forth below: (i) To the extent that any Tenant Change Order causes the total cost of the Landlord’s Work to be in excess Costs of the Tenant Improvement AllowanceWork shall include all design, Tenant’s Contribution shall be an amount equal to such excess, administration and construction costs incurred in approving and constructing the Tenant shall pay to Landlord one hundred percent (100%) of such excess within five (5) business days after request by Landlord. (ii) To Improvement Work including without limitation the extent that any Tenant Change Order causes following: the total actual construction cost of the work; any and all costs of space planning and design and Landlord review and approval thereof (including any architectural and engineering fees incurred by Landlord’s Work ); any and all operation, insurance premium, maintenance, tax, utility or other fees and costs arising from the work; any costs resulting from modifications required by governmental agencies to be in excess of the Final Project Cost Proposal (but not meet building or environmental codes; and any costs resulting from modifications to Building Systems and Equipment resulting from the Tenant Improvement Allowance) (any such overrun, “Excess Project Cost”), then all such Excess Project Cost shall be paid by Tenant in the form of increased annual fixed rentWork. To the extent that any Tenant Change Order causes the total cost of the Landlord’s Work to be less than the Final Project Cost Proposal, then savings shall be passed on to Tenant in the form of a decrease in annual fixed rent (any such reduction, “Reduced Project Cost”). Excess Project Costs and Reduced Project Costs associated with Base Building Work shall be charged back or credited to the Tenant in the form of increased or decreased annual fixed rent at a rate of four and one half percent (4.5%) of the Excess Project Cost or Reduced Project Cost, amortized over a thirty (30) year period (the “Base Building Rent Adjustment”). Excess Project Costs and Reduced Project Costs associated with Tenant Improvement Work shall be charged back or credited to the Tenant in the form of increased or decreased annual fixed rent at a rate of seven and one half percent (7.5%) of the Excess Project Cost or Reduced Project Cost, amortized over a seven (7) year period (the “Tenant Improvement Rent Adjustment”). (iii) If Tenant fails to pay any amount when due pursuant to this Section 11 (A) Landlord may (but without obligation to do so) advance such funds on Tenant’s behalf, and Tenant shall be obligated to reimburse compensate Landlord for the amount of funds so advanced on its behalf; supervision, servicing and (B) in any eventoverhead, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of rent (including, but not limited to, the right to interest at the Default Rate and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same will be considered rent. (iv) At the time the final accounting is rendered by Landlord pursuant to this Section 11, there shall be an adjustment between Landlord and Tenant such that each shall only be required to contribute to the payment of the cost of the Tenant Improvement Work in accordance with shall also include a fee to Landlord (the obligations set forth in this Section 11, which adjustment "Management Fee") equal to six percent (6%) of the actual work cost (including any engineering or architectural fees and costs). The Management Fee shall be made within ten a charge against any Landlord Tenant Improvement Allowance. 2.2 In addition to the above, Landlord shall do the following: 2.2.1 Landlord's architect, at Landlord's cost (10) business days after Landlord notifies Tenant up to $0.20/rsf), shall prepare a preliminary space plan of the required adjustmentPremises for Tenant which space planning work shall include one round of revisions. In the event that the cost of the Tenant Improvement Work is less than the Final Project Cost Proposal (as adjusted as herein), the amount of Tenant’s Contribution Any other space planning shall be reduced pro rata at Tenant's expense and credited to rent. In the event Tenant’s audit discloses that an overpayment or underpayment was made by Tenant, unless disputed by Landlord, there shall be an adjustment between Landlord and Tenant as soon as reasonably practicable such that each paid from the Allowance. All space plans shall only be required subject to contribute to the payment of costs in accordance with the obligations set forth in this Section 11Landlord's approval. (v) Landlord shall maintain a reasonable accounting system that enables Tenant to readily identify Landlord’s expenses, costs of goods, and use of funds in connection with the Base Building Work and the Tenant Improvement Work. Tenant and its authorized representatives shall have the right to audit, examine and make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to the Base Building Work and the Tenant Improvement Work kept by or under the control of Landlord, including, but not limited to those kept by Landlord, its employees, agents, assigns, successors, and subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; journals; original estimates; estimating work sheets; contract amendments and change order files; backcharge logs and supporting documentation; insurance documents; payroll documents;