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utilize), (iii) the construction required by the Construction Drawings could, in Landlord’s reasonable judgment, adversely affect the structural integrity or any structural member of
the Building or any part thereof, or, in Landlord’s reasonable judgment, will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (iv) the design and/or
color of Tenant’s Improvements (to the extent visible from the interior of any passenger elevator or from any Common Area and assuming the door(s) to the Premises are closed) do not conform to the design and/or color scheme generally acceptable
as tenant finish in the Building, (v) the work required by the Construction Drawings affects the exterior of the Premises or the Building, or (vi) the Construction Drawings are substantively incomplete or contain material errors or
omissions. Landlord’s approval of the Construction Drawings shall in no event be construed as a representation regarding the Construction Drawings, including, without limitation, the scope or accuracy of such drawings or whether such drawings
comply with applicable Laws. Tenant acknowledges that Landlord may engage the Building’s systems engineer and/or structural engineer (collectively, the “Building Engineers”) to review the Space Plans, the Proposed Construction
Drawings and any Revised Construction Drawings and prepare comments thereto as part of the approval process. Tenant agrees to reimburse Landlord for the Building Engineers’ actual, reasonable fees in connection with same within thirty
(30) days after receipt of an invoice therefor (which fees shall be deemed to be Permitted Costs subject to reimbursement from the Finish Allowance). Tenant shall not be obligated to reimburse Landlord for any fees, costs or expenses of
Building Engineers in the employ of Landlord or any of its parents, subsidiaries or affiliates. |
2. Construction and Costs of
Tenant’s Improvements. 2.1 Construction Obligation and Finish Allowance.
Tenant agrees to construct Tenant’s Improvements, at Tenant’s cost and expense, with contractors approved by Landlord pursuant to
Section 3 below, provided, however, Landlord shall provide Tenant with an allowance of $42.00 per square foot of Agreed Rentable Area in the Premises (the “Finish Allowance”), which allowance shall be disbursed by Landlord,
from time to time, for payment of the following costs (collectively referred to as the “Permitted Costs”): (i) the contract sum required to be paid to the general contractor engaged to construct Tenant’s Improvements
(the “Contract Sum”), (ii) the fees of the Design Professional for the preparation of the Space Plan and Construction Drawings, together with any related fees of engineering consultants engaged by Tenant or the Design
Professional (such fees, collectively, the “Planning Fees”); (iii) the Construction Management Fee (hereinafter defined); (iv) voice and data cabling costs (the “Cabling Costs”), (v) Tenant’s
actual out-of-pocket moving expenses incurred in connection with its initial occupancy of the Premises, including, without limitation, Tenant’s costs of moving from any other space in the Building to the Premises (“Moving
Costs”); (vi) cost of fixtures, furniture and equipment to be located within the Premises for use in connection with Tenant’s business operations (“FF&E Costs”); (vii) Tenant’s third-party project
management fees (not to exceed 2% of the sum of the Contract Sum and the Planning Fees); and (viii) fees for permits or inspections required in connection with construction of Tenant’s Improvements; provided that only up to $12.00 per
square foot of Agreed Rentable Area in the Premises shall be available for Cabling Costs, Moving Costs and FF&E Costs (collectively), and provided further that only $8.00 per square foot of such $12.00 per square foot maximum amount shall be
available for application to FF&E Costs. In consideration of Landlord overseeing the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to one percent (1%) of the sum of the Contract Sum and the Planning
Fees (the “Construction Management Fee”). The Construction Management Fee shall be paid to Landlord monthly on the basis of Landlord’s reasonable estimate of the percentage of Tenant’s Improvements completed at the time of
the payment. The Finish Allowance shall (subject to the remaining provisions of this Section) be disbursed from the Reserve Account (as defined in Section 15.28 of the Lease) from time to time (but no more than once monthly), in an amount equal
to the invoices and/or statements submitted to Landlord and for which Tenant has not been previously reimbursed. Landlord shall authorize disbursements from the Reserve Account within ten (10) days after receipt of (1) a request for
reimbursement from Tenant setting forth the amount sought to be reimbursed and the approximate cost to complete construction of the Tenant’s Improvements, (2) acceptable invoices and statements supporting the amount requested by Tenant,
and (3) fully executed and acknowledged releases and waivers of liens and claims (to the extent of work theretofore performed) in form acceptable to Landlord, from each of Tenant’s Contractors (as defined in Section 3 below) and
suppliers that is to receive any portion of the amount requested. Notwithstanding the
Renaissance Tower/
Priority Fulfillment Services, Inc.
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