Common use of Tenant Change Orders Clause in Contracts

Tenant Change Orders. Tenant may request that Landlord make changes to the Preliminary Landlord’s Work Plans, the Final Landlord’s Work Plans, and the Tenant’s Working Drawings by submitting a written change order request to Landlord (each, a “Tenant Change Order,” and collectively, “Tenant Change Orders”). If Landlord consents, such consent not to be unreasonably withheld, conditioned or delayed, to proceed with Tenant’s proposed changes, Landlord shall cause the General Contractor to prepare a memorandum of agreement (the “Tenant Change Order Memorandum of Agreement”) setting forth, in reasonable detail, the net additional cost, if any, to complete the Landlord’s Work or Tenant’s Work to perform the requested Tenant Change Order, as well as any estimated delay in completing the Landlord’s Work, Tenant’s Work or any components thereof that may result from incorporating the requested Tenant Change Order. Provided Landlord approves the Tenant Change Order and the costs and changes to the completion schedule, Tenant shall, within five (5) business days following Tenant’s receipt of the Tenant Change Order Memorandum of Agreement, either (x) execute and return the Tenant Change Order Memorandum of Agreement to Landlord, in which event Landlord shall execute the Tenant Changer Order Memorandum of Agreement as well, or (y) retract its request for the Tenant Change Order in question. Failure of Tenant to provide direction to Landlord within the five (5) business day period referenced in the immediately preceding sentence shall be deemed to be a retraction by Tenant of such Tenant Change Order request. In the event Tenant executes the Tenant Change Order Memorandum of Agreement, Tenant shall pay to Landlord (as Additional Rent) any net increase in the actual cost to construct the Landlord’s Work and/or Tenant’s Work resulting from the Tenant Change Order within thirty (30) days following receipt of invoice(s) from the General Contractor detailing such increased costs. Landlord shall not be obligated to commence any work set forth in a requested Tenant Change Order until such time as Tenant has timely delivered to Landlord the Tenant Change Order Memorandum of Agreement executed by Tenant. Notwithstanding anything in the Lease to the contrary, in the event Landlord and Tenant execute the Tenant Change Order Memorandum as aforesaid, any such delay accommodated for such Tenant Change Order shall be deemed to be a Tenant Delay if and to the extent such delay results in Landlord not meeting delivery date requirements and being subject to the remedies set forth in Section 1.2 of the Lease, and Landlord shall not be required to provide any additional written notice to Tenant (i.e., in addition to the Tenant Change Order Memorandum of Agreement) of any such Tenant Delay to benefit from the applicability of such Tenant Delay to any relevant and applicable time period.

Tenant Change Orders. Tenant may request that Landlord make changes in the Plans and Specifications from time to time during construction of the Preliminary Landlord’s Work Plans, the Final Landlord’s Work Plans, and the Tenant’s Working Drawings Project by submitting a written request describing any proposed change order request to Landlord (each, a “"Tenant Change Order,” Proposal" or "Change Proposal"). Any increase in Base Project Cost, Tenant's Specialized Improvements/Base Building Upgrades Cost, Tenant's Fixtures and collectively, “Equipment Installation Cost or Phases II/III Preliminary Work Cost which results from a Tenant Change Orders”)Proposal, if implemented, shall be paid by Tenant in the same manner as regular Tenant Contributions for Specialized Leasehold Improvements/Base Building Upgrades and Tenant's Fixtures and Equipment Installation. Landlord shall give notice back to Tenant responding to Tenant's Change Proposal within ten days after Landlord's receipt thereof. If Landlord consents, such consent not to be unreasonably withheld, conditioned or delayed, to proceed with approves Tenant’s proposed changes's Change Proposal, Landlord shall cause in its approval notice specify the General Contractor to prepare a memorandum of agreement (the “Tenant Change Order Memorandum of Agreement”) setting forth, in reasonable detail, the net additional costincrease or decrease, if any, in the Base Project Cost, Tenant's Specialized Improvements/Base Building Upgrades Cost, Tenant's Fixtures and Equipment Installation Cost, Phases II/III Preliminary Work Cost, Scheduled Completion Date and Outside Completion Date, whichever is or are applicable, which would result from the subject Change Proposal, as determined by Landlord reasonably and in good faith based on cost and time estimation methods customarily utilized in the construction industry (the "Landlord's Proposed Pricing/Timing Adjustment" or "Proposed Pricing/Timing Adjustment"). Tenant shall give notice back to complete Landlord approving or disapproving Landlord's Proposed Pricing/Timing Adjustment within five days after Tenant's receipt thereof. If Tenant approves the Proposed Pricing/Timing Adjustment, then (a) the subject Tenant Change Proposal shall become a change order and be incorporated into the Plans and Specifications and executed in the construction of the Project (a "Tenant Change Order"), (b) Tenant shall pay any resulting increased cost specified in the Landlord’s Work or Tenant’s Work 's Proposal Pricing/Timing Adjustment as provided above and (c) the Scheduled Completion Date and the Outside Completion Date shall be adjusted as set forth in the Landlord's Proposed Pricing/Timing Adjustment, as applicable. Any resulting cost savings shall be allocated as provided in Sections 4.34, 4.36, 4.38 and 4.40. Both Parties must give final approval to perform the requested any Tenant Change Order, as well as any estimated delay in completing the Landlord’s Work, Tenant’s Work or any components thereof that may result from incorporating the requested Tenant Change Order. Provided Landlord approves the Tenant Change Order and the costs and changes to the completion schedule, Tenant shall, within five (5) business days following Tenant’s receipt of the Tenant Change Order Memorandum of Agreement, either (x) execute and return the Tenant Change Order Memorandum of Agreement to Landlord, in which event Landlord shall execute the Tenant Changer Order Memorandum of Agreement as well, or (y) retract its request for the Tenant Change Order in question. Failure of Tenant to provide direction to Landlord within the five (5) business day period referenced in the immediately preceding sentence shall be deemed to be a retraction by Tenant of such Tenant Change Order request. In the event Tenant executes the Tenant Change Order Memorandum of Agreement, Tenant shall pay to Landlord (as Additional Rent) any net increase in the actual cost to construct the Landlord’s Work and/or Tenant’s Work resulting from the Tenant Change Order within thirty (30) days following receipt of invoice(s) from the General Contractor detailing such increased costs. Landlord approval shall not be obligated to commence any work set forth in a requested unreasonably withheld or delayed. If Tenant Change Order until such time as Tenant has disapproves or does not timely delivered to Landlord the Tenant Change Order Memorandum of Agreement executed by Tenant. Notwithstanding anything in the Lease respond to the contraryLandlord's Proposed Pricing/Timing Adjustment, in then the event Landlord Plans and Tenant execute the Tenant Change Order Memorandum as aforesaid, any such delay accommodated for such Tenant Change Order shall be deemed to be a Tenant Delay if and to the extent such delay results in Landlord not meeting delivery date requirements and being subject to the remedies set forth in Section 1.2 of the Lease, and Landlord Specifications shall not be required to provide any additional written notice to Tenant (i.e.modified, in addition the Project shall be constructed without regard to the Tenant Change Order Memorandum of Agreement) of Proposal, Tenant shall not be charged for any such Tenant Delay to benefit from increased cost and the applicability of such Tenant Delay to any relevant and applicable time periodaforesaid completion dates shall remain unchanged.

Tenant Change Orders. (a) Tenant may may, from time to time, after Tenant’s approval of the Base Building Construction Documents, request that Landlord make changes be made to the Preliminary Landlord’s Work Plans, the Final Landlord’s Work Plans, and the Tenant’s Working Drawings by submitting a written change order request to Landlord Base Building Improvements which have not been Substantially Completed (each, a “Tenant Change Order,” and collectively, “Tenant Change Orders”). If Any Tenant Change Order requested by Tenant shall be in writing and shall identify the proposed change to the Base Building Construction Documents with reasonable specificity. Tenant hereby acknowledges and agrees that even a request for a Tenant Change Order may cause Landlord consentsto incur out-of-pocket costs and expenses payable to third parties in order to evaluate the proposed Tenant Change Order (the “Evaluation Costs”) and may cause a delay in the performance of the Base Building Improvements and/or delay the Target Completion Date (an “Evaluation Delay”). Landlord shall use commercially reasonable efforts to incorporate into the Base Building Improvements any Tenant Change Order; however, if, in Landlord’s reasonable judgment, Tenant’s desired changes to the Base Building Improvements (i) will adversely impact the appearance, marketability, function or safety of the Building, (ii) could reasonably be expected to cause a delay in the Target Completion Date, or (iii) will not comply with all Legal Requirements and Permitted Exceptions (subject, however, to Tenant’s right, at its sole cost and expense, to appeal, contest or seek appropriate waivers from such consent not Legal Requirements), Landlord reserves the right to be unreasonably withheld, conditioned or delayed, disapprove any such Tenant Change Order. (b) Tenant must elect whether to proceed with Tenant’s proposed changes, Landlord shall cause the General Contractor to prepare a memorandum evaluation of agreement (the “any Tenant Change Order Memorandum within three (3) Business Days following Tenant’s receipt from Landlord of Agreementa written notice (an “Evaluation Notice”) setting forthwhich shall include good-faith, reasonable estimate by Landlord of the Evaluation Costs and Evaluation Delay applicable to such Tenant Change Order (and in reasonable detailthe event Tenant does not respond within such 3-Business Day period, the net additional cost, if any, Tenant shall be deemed to complete the Landlord’s Work or Tenant’s Work have elected not to perform proceed with the requested Tenant Change Order, as well as any estimated delay in completing the Landlord’s Work, Tenant’s Work or any components thereof that may result from incorporating the requested Tenant Change Order. Provided Landlord approves the Tenant Change Order and the costs and changes to the completion schedule, Tenant shall, within five (5) business days following Tenant’s receipt of the Tenant Change Order Memorandum of Agreement, either (x) execute and return the Tenant Change Order Memorandum of Agreement to Landlord, in which event Landlord shall execute the Tenant Changer Order Memorandum of Agreement as well, or (y) retract its request for the Tenant Change Order in question. Failure of Tenant to provide direction to Landlord within the five (5) business day period referenced in the immediately preceding sentence shall be deemed to be a retraction by Tenant of such Tenant Change Order request). In the event Tenant executes elects to proceed with the evaluation of a Tenant Change Order Memorandum of AgreementOrder, Tenant shall pay to Landlord the amount of the actual Evaluation Costs with respect to such Tenant Change Order as such costs become due and payable (and Landlord shall, within ten (10) Business Days after receipt of each invoice forward a copy of the same to Tenant), and the actual delays resulting from such Tenant Change Order shall constitute Tenant Delays. In the event that Tenant elects to proceed with the evaluation of a Tenant Change Order, Landlord shall as Additional Rentsoon as practicable, but in any event within twenty (20) any net Business Days after the date of Tenant’s election to proceed, provide Tenant with a written notice detailing the actual increase in the actual cost costs required to construct the Landlord’s Work and/or Tenant’s Work resulting from complete the Tenant Change Order as provided by General Contractor (the actual increased cost to complete the Tenant Change Order, together with a construction management fee payable to Landlord equal to three and one-half percent (3.5%) of the actual costs incurred to complete the Tenant Change Order, being referred to herein as an “Increase”). (c) If Landlord approves a Tenant Change Order and notifies Tenant (a “Change Notice”) of the applicable Increase, Tenant shall notify Landlord in writing within three (3) Business Days of receipt of the applicable Change Notice whether or not to proceed with such Tenant Change Order, failing which Tenant shall be deemed to have elected not to proceed therewith (provided, however, that Tenant shall remain obligated to pay the Evaluation Costs. In the event Tenant timely notifies Landlord to proceed with a requested Tenant Change Order, Landlord shall use commercially reasonable efforts to do so. Landlord will deliver to Tenant invoices or other reasonable evidence of the amount of each Increase, and Tenant shall pay or satisfy such invoices within ten (10) Business Days thereafter by one of the following methods selected at Tenant’s option: (i) payment of the full amount of the Increase (in which event the Increase shall not be included in Total Project Costs) or (ii) by directing Landlord to deduct the amount of the Increase from the Improvement Allowance. Tenant acknowledges that Landlord will not be obligated to proceed with a Tenant Change Order until Tenant has made or arranged for payment for the Increase resulting therefrom in accordance with the immediately preceding sentence and that Tenant’s failure to pay or satisfy any such invoice within ten (10) Business Days may cause Landlord to stop work on the applicable Tenant Change Order and may result in Tenant Delays. (d) Notwithstanding the provisions of this Part II to the contrary, but subject to Section 2.4(e), below, prior to the final approval of the Base Building Construction Documents, Tenant may, in good faith, propose changes to the Drawings which are inconsistent or conflict with the Design Intent Narrative or previously approved Drawings. Any such change requested by Tenant shall be in writing and shall identify the proposed change to the Drawings with reasonable specificity. Landlord shall use commercially reasonable efforts to incorporate into the Drawings any such changes requested by Tenant; however, if, in Landlord’s reasonable judgment, Tenant’s desired changes (i) will adversely impact the appearance, marketability, function or safety of the Building, (ii) could reasonably be expected to cause a delay in the Target Completion Date, or (iii) will not comply with all Legal Requirements and Permitted Exceptions (subject, however, to Tenant’s right, at its sole cost and expense, to appeal, contest or seek appropriate waivers from such Legal Requirements, as long as the exercise of such right will not cause a delay in the Target Completion Date), Landlord reserves the right to disapprove any such request. Any additional third party design costs incurred by Landlord as the result of any change requested by Tenant after the Effective Date pursuant to this Section 2.4(d) shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s receipt of invoice(sa written demand from Landlord, regardless of whether or not any such change is actually implemented, or, at Tenant’s election, Landlord shall deduct such amount from the Improvement Allowance. (e) from In the event that, prior to Tenant’s approval of the Base Building Construction Documents, (i) Tenant requests and Landlord accepts changes to the Base Building Improvements which are not consistent with the previously-approved Drawings or the Design Intent Narrative, (ii) the net effect of such changes (when considered together with all changes previously requested by Tenant) will be to cause the total amount paid to the General Contractor detailing pursuant to the Construction Contract to exceed $89,374,834.00, and (iii) if Tenant nevertheless elects to proceed with such design changes and no subsequent changes to the Drawings are made which reduce the amount paid to the General Contract pursuant to the Construction Contract below $89,374,834.00, then the amount of such increased costs. Landlord shall not be obligated to commence any work set forth in a requested Tenant Change Order until such time costs occurring as Tenant has timely delivered to Landlord the Tenant Change Order Memorandum result of Agreement executed by Tenant. Notwithstanding anything in the Lease to the contrary, in the event Landlord and Tenant execute the Tenant Change Order Memorandum as aforesaid, any such delay accommodated for such Tenant Change Order shall be deemed to be a Tenant Delay if and only to the extent attributable to such delay results in Landlord not meeting delivery date requirements and being subject design changes requested by Tenant prior to the remedies set forth approval of the Base Building Construction Documents shall constitute an Increase and will be payable by Tenant as provided in Section 1.2 of the Lease, and Landlord shall not be required to provide any additional written notice to Tenant (i.e., in addition to the Tenant Change Order Memorandum of Agreement2.4(c) of any such Tenant Delay to benefit from the applicability of such Tenant Delay to any relevant and applicable time periodabove.

Tenant Change Orders. Except for changes called for or required due to the wrongful orgrossly negligent acts or deliberate omissions of Landlord, General Contractor, or Professional Service Providers or anyone for whom they are responsible, if Tenant may request that Landlord make shall desire any changes to the Preliminary Landlord’s Work PlansFinal Working Drawings that are either (i) after such drawings are approved by ▇▇▇▇▇▇, or (ii) prior to the approval of Final Working Drawings, but reflect changes from the Final Landlord’s Work PlansPlan, Tenant shall so advise Landlord in writing and Landlord shall determine whether such changes can be made in a reasonable and feasible manner and Landlord shall notify Tenant within five (5) Business Days of receipt of such notification, whether the Tenant’s Working Drawings by submitting a written change order request process itself will result in a Tenant Delay. Landlord shall prepare and submit (as soon as reasonably practical but not exceeding five (5) Business Days) to Landlord Tenant a change order form (each, a “Tenant Change Order,” and collectively, “Tenant Change Orders”). If Landlord consents, such consent not to be unreasonably withheld, conditioned or delayed, to proceed with Tenant’s proposed changes, Landlord shall cause the General Contractor to prepare a memorandum of agreement (the “Tenant Change Order Memorandum of AgreementForm”) setting forth, in reasonable detail, forth the net additional cost, if any, to complete the Landlord’s Work or Tenant’s Work to perform the requested Tenant Change Order, as well as impact on cost and any estimated delay in completing the Landlord’s Work, Tenant’s Work or any components thereof that may result Project Schedule resulting from incorporating the requested Tenant Change Orderproposed change. Provided Landlord approves the Tenant Change Order and the costs and changes to the completion schedule, Tenant shall, within five (5) business days Business Days following Tenant’s ▇▇▇▇▇▇'s receipt of the Tenant such Change Order Memorandum of AgreementForm, either (xA) execute and return the Change Order Form to Landlord (such executed Change Order form referred to herein as a “Tenant Change Order Memorandum of Agreement to Landlord, in which event Landlord shall execute the Tenant Changer Order Memorandum of Agreement as wellOrder”), or (yB) retract or modify its request for the Tenant Change Order in question. Failure of Tenant to provide direction to Landlord within the five (5) business day period referenced in the immediately preceding sentence shall be deemed to be a retraction by Tenant of such Tenant Change Order requestchange. In the event Tenant executes does not respond within such five (5) Business Day period, Tenant shall be deemed to have retracted its request for the change. Tenant may pay any costs associated with such Tenant Change Order Memorandum of Agreementby: (a) direct payment to Landlord, Tenant shall pay to Landlord or (as Additional Rentb) any net increase if the Allowable Construction Costs (defined in Schedule ) are less than the amount set forth in the actual cost Final Budget, application by Tenant of the savings to construct the Landlord’s Work and/or Tenant’s Work resulting from the Tenant Change Order within such costs. Within thirty (30) days following receipt final determination of invoice(s) from the General Contractor detailing Actual Costs, Tenant shall elect how to pay such increased costs. Landlord shall may not be obligated approve change orders without ▇▇▇▇▇▇’s consent with respect to commence any work set forth in a requested Tenant Change Order until such time as Tenant has timely delivered to the Landlord the Tenant Change Order Memorandum of Agreement executed by TenantWork. Notwithstanding anything in the Lease herein to the contrary, in the no event Landlord and shall Tenant execute the Tenant Change Order Memorandum as aforesaidbe required to pay for, any such delay accommodated for such Tenant Change Order nor shall be deemed to be a Tenant Delay if and result from, any change order required due to the extent such delay results in Landlord not meeting delivery date requirements and being subject to the remedies set forth in Section 1.2 (i) failure of the LeasePremises (including the Landlord Work) to comply with Legal Requirements, and Landlord shall unless such failure is due to Legal Requirements triggered by any Tenant-Made Alterations or Tenant’s Property not be required to provide any additional written notice to Tenant (i.e., in addition to the Tenant Change Order Memorandum of Agreement) of any such Tenant Delay to benefit reasonably discernible from the applicability Final Working Drawings, (ii) the correction of such Tenant Delay to errors or omissions in the Final Working Drawings, or (iii) any relevant and applicable time perioddefects or deficiencies in the work by General Contractor, or Professional Service Providers or anyone for whom they are responsible.

Tenant Change Orders. Tenant may request that Landlord make No material changes or modifications to the Preliminary Landlord’s Work Plans, the Final Landlord’s Work Plans, and the Tenant’s Approved Working Drawings shall be made by submitting Tenant except by a written change order request signed by Landlord and Tenant. If Tenant desires any material change in the Approved Working Drawings, Tenant shall cause the Architect or the Contractor to prepare and to submit to Landlord a copy of the change order (each, a “Tenant Change Order,” and collectively, “Tenant Change Orders”)) reflecting the proposed change. If Landlord consents, such consent not to be unreasonably withheld, conditioned or delayed, to proceed with Tenant’s proposed changes, Landlord shall cause the General Contractor to prepare not unreasonably withhold or condition its approval of a memorandum of agreement (the “Tenant Change Order Memorandum of Agreement”) setting forth, in reasonable detail, the net additional cost, if any, to complete the Landlord’s Work or Tenant’s Work to perform the requested Tenant Change Order, as well as any estimated delay in completing and shall approve or disapprove of the Landlord’s Work, Tenant’s Work or any components thereof that may result from incorporating the requested Tenant Change Order. Provided Landlord approves the Tenant Change Order and the costs and changes to the completion schedule, Tenant shall, same within five (5) business days following Tenant’s after receipt thereof; provided that Landlord may withhold its consent, in its sole discretion, to any change if such change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord. If Landlord disapproves a Tenant Change Order, Landlord shall notify Tenant of the revisions required, if any, that would make the Tenant Change Order Memorandum acceptable to Landlord. At the time Landlord approves of Agreementa Tenant Change Order, either Landlord shall provide Tenant with Landlord’s estimate of (xi) execute and return the increase or decrease in the cost of the Tenant Change Order Memorandum of Agreement to Landlord, in Improvements which event Landlord shall execute the Tenant Changer Order Memorandum of Agreement as well, or (y) retract its request for the Tenant Change Order in question. Failure of Tenant to provide direction to Landlord within the five (5) business day period referenced in the immediately preceding sentence shall be deemed to be a retraction by Tenant of would result from such Tenant Change Order request. In Order, and (ii) the event Tenant executes delay, if any, in the commencement or completion of the Tenant Improvements which would result from such Tenant Change Order Memorandum of AgreementOrder. Landlord shall exercise reasonable care in preparing the cost and delay estimates, Tenant shall but such estimates will not limit Tenant’s obligation to pay to Landlord (as Additional Rent) any net for the actual increase in the actual cost to construct of the Landlord’s Work and/or Tenant’s Work Tenant Improvements resulting from the Tenant Change Order within thirty or Tenant’s responsibility for actual delays resulting from the Tenant Change Order. Within two (302) business days following after receipt of invoice(s) from the General Contractor detailing such increased costscost and delay estimates, Tenant shall notify Landlord in writing whether Tenant approves the Tenant Change Order. If Tenant approves of the Tenant Change Order, then Tenant and Landlord shall not be obligated to commence any work set forth in a requested execute the Tenant Change Order until such time as Order, and the Approved Working Drawings shall be revised to incorporate the Tenant has timely delivered Change Order. If Tenant fails to Landlord approve the Tenant Change Order Memorandum within such two (2) business days, construction of Agreement executed by Tenant. Notwithstanding anything the Tenant Improvements shall proceed in accordance with the Lease to the contrary, in the event Landlord and Tenant execute Approved Working Drawings without incorporating the Tenant Change Order Memorandum as aforesaid, any such delay accommodated for such Tenant Change Order shall be deemed to be a Tenant Delay if and to the extent such delay results in Landlord not meeting delivery date requirements and being subject to the remedies set forth in Section 1.2 of the Lease, and Landlord shall not be required to provide any additional written notice to Tenant (i.e., in addition to the Tenant Change Order Memorandum of Agreement) of any such Tenant Delay to benefit from the applicability of such Tenant Delay to any relevant and applicable time periodOrder.