Common use of Negotiated Contract Clause in Contracts

Negotiated Contract. Promptly after Landlord and Tenant have reached agreement on the Working Drawings, Landlord will negotiate and enter into the Premises Contract with Premises Contractor consistent with this Workletter, and will cause the Tenant Improvements to be constructed in accordance with the Working Drawings, as the same may be revised in accordance with this Workletter. Landlord shall obtain bids for the Tenant Improvements from at least three (3) general contractors (as described in the definition of “Premises Contractor” above) for the TI Work. The form of Premises Contract shall be generally consistent with Landlord’s customary contract form and conditions, which form has been delivered to and reviewed by Tenant as of the date of the Lease. Any changes to the standard AIA Documents that have been approved as of the date of the Lease and which comprise the Premises Contract, to the extent such changes adversely affect the timing of the Tenant Improvements and/or the cost thereof, are subject to Tenant’s reasonable review and approval before the same are included in the Premises Contract and executed by Landlord, which approval will not be unreasonably withheld, delayed or conditioned. Prior to granting its approval of the Premises Contract, Tenant shall have received from Landlord detailed and accurate statements of the basis for the charges associated with the General Conditions and General Requirements and pre-construction services under the Premises Contract, including without limitation a cost breakdown of the budget pricing for the Tenant Improvements on an “open book” basis. Upon receipt of the copies of the Working Drawings from Tenant or the Tenant Architect, Landlord shall obtain a bid from the Premises Contractor for the work shown on the Working Drawings. Upon receipt of the bid from the Premises Contractor Landlord shall notify Tenant of the amount of the bid. Tenant shall have five (5) Business Days after receipt of notice from Landlord regarding the bid in which to give written notice to Landlord of Tenant’s approval or disapproval thereof (which approval shall not be unreasonably withheld), otherwise the bid shall be deemed approved and shall be incorporated into the final Premises Contract. If Tenant timely disapproves of the bid, Tenant shall meet with Landlord, the Tenant Architect and/or the selected Premises Contractor within five (5) Business Days to discuss mutually acceptable revisions to the bid or to Tenant’s Working Drawings. All costs of changes required by any such revisions shall be the sole responsibility of Tenant. Following such revisions, Landlord shall submit to Tenant, as soon as reasonably practicable, a revised bid from the selected Premises Contractor, and the same procedure shall be followed as set forth above until Tenant has no specific reasonable objection to the bid. /s/ BH /s/ MB

Negotiated Contract. Promptly after Landlord and Tenant have reached agreement on the Working Drawingsfull execution of this Lease, Landlord will promptly negotiate and will use its best efforts to enter into the Premises Contract with Premises Contractor consistent with this WorkletterWorkletter and in a form approved by Tenant on or before July 20, 2009, and thereafter will cause the Premises Contractor to construct the Tenant Improvements to be constructed in accordance with the Working Drawings, as the same may be revised in accordance with this Workletter. Landlord shall obtain bids for Any deviations from the Tenant Improvements from at least three (3) general contractors (as described in Working Drawings must be approved by the definition of “Premises Contractor” above) for the TI WorkArchitect. The form of Premises Contract shall be generally consistent with Landlord’s customary contract form and conditions, which form has been delivered to and reviewed by Tenant as of the date of the Lease. Any changes to the standard AIA Documents that have been approved as of the date of the Lease and which comprise included in the Premises Contract, to the extent such changes adversely affect the timing of the Tenant Improvements and/or the cost thereof, are subject to Tenant’s reasonable review and approval before the same are included in the Premises Contract and executed by Landlord, which approval will not be unreasonably withheld, delayed or conditioned. Prior to granting its approval of the Premises Contract, Tenant shall have received from Landlord detailed and accurate statements of the basis for the charges associated with the General Conditions and General Requirements and pre-construction services under the Premises Contract, including without limitation a cost breakdown of the budget pricing for the Tenant Improvements on an “open book” basis. Upon Landlord and Tenant shall use their best efforts to reach agreement with the Premises Contractor on the form of the Premises Contract by no later than July 10, 2009 (expressly excluding the bid amounts, which shall be approved as noted in this Section 7.1). Within five (5) Business Days following receipt of the copies of the 100% complete Working Drawings from Tenant or the Tenant Architect, Landlord shall obtain a bid bids from the Premises Contractor for the work total Costs of the TI Work shown on the Working Drawings, including any bids from Trade Subcontractors described in Section 7.2 below (collectively, the “Final Cost Estimate”). Upon receipt of the bid Final Cost Estimate from the Premises Contractor Landlord shall notify Tenant of the amount of the bidFinal Cost Estimate. Tenant shall have five three (53) Business Days days after receipt of notice from Landlord regarding the bid Final Cost Estimate in which to give written notice to Landlord of Tenant’s approval or disapproval thereof (which approval shall not be unreasonably withheld), otherwise the bid Final Cost Estimate shall be deemed approved and shall be incorporated into the final approved form of the Premises Contract. If Tenant timely disapproves of the bidFinal Cost Estimate, Tenant and the Tenant TI Consultant shall meet with Landlord, the Tenant Architect and/or and the selected Premises Contractor and any applicable Trade Subcontractors within five two (52) Business Days of the disapproval to discuss mutually acceptable revisions to the bid Final Cost Estimate or to Tenant’s the Working Drawings. All costs of changes required by any such revisions shall be part of the sole responsibility Costs of the TI Work, with the exception of any additional fees beyond the Architect’s Fees charged by Architect to revise the Working Drawings, which shall be deemed Additional Architect’s Fees and paid by Tenant. Following such revisionsWithin ten (10) days after approval by the parties of any required revisions to the Working Drawings, Landlord shall submit to Tenant, as soon as reasonably practicable, Tenant a revised bid Final Cost Estimate from the selected Premises Contractor, and the same procedure shall be followed as set forth above until Tenant has no specific reasonable objection to the bidFinal Cost Estimate. /s/ BH /s/ MBLandlord and Tenant agree to use their best efforts to approve the final form of the Premises Contract and the Final Cost Estimate related to the Working Drawings by no later than July 20, 2009.