Common use of Contractors and Contracts Clause in Contracts

Contractors and Contracts. Landlord and Tenant have selected Oltman’s ▇▇▇▇▇▇▇▇tion (the “General Contractor”) as the general contractor for the construction of the Improvements. Landlord shall enter into contracts for the construction of the Improvements with General Contractor, as provided below. Landlord may also directly retain contractors under lump sum contracts (collectively with the General Contractor, the “Contractors”). Each of the Contractors in a material trade shall be subject to Tenant’s reasonable approval. If Landlord does not receive Tenant’s response within five (5) business days of Landlord’s request for approval of a Contractor, Landlord’s selection of such Contractor shall be deemed approved. Landlord shall cause the General Contractor to obtain at least three (3) competitive bids for each of the major subcontractor trades for each of Landlord’s Work and the Tenant Improvements, which subcontractors shall be approved by each of Landlord and Tenant in its reasonable discretion. Such competitive bids shall include a schedule with a timeline to complete the work being bid. Based on the selected subcontractor bids, Landlord shall develop an estimate of the Tenant Improvement Costs (as defined below) and the cost of Landlord’s Work. (Landlord and Tenant acknowledge that the selected subcontractor bid might not necessarily be the lowest bid and that other matters, such as scheduling and the subcontractor’s reputation, will be taken into account when selecting the subcontractor bids.) Landlord shall promptly submit the schedule for the Landlord’s Work and the Tenant Improvements and the cost estimate of Landlord’s Work and the Tenant Improvement Costs to Tenant for review. Within five (5) business days after Landlord’s submission to Tenant of the schedule and cost estimates for the Landlord’s Work and ten (10) business days after Landlord’s submission to Tenant of the schedule and cost estimates for the Tenant Improvements, Tenant shall either (i) approve such schedule and cost estimate and, in the case of the Tenant Improvement Costs, be obligated to pay for the amount of Tenant’s 35654\12546889.9 B-11 06907\011\8511619.v2 06907\011\8493037.v6 Contribution in accordance with the disbursement procedures set forth below, or (ii) disapprove such schedule and cost estimate, in which case Tenant shall provide Landlord with additional information adequate to permit the prompt revision of the applicable Construction Documents and re-pricing of the Landlord’s Work or the Tenant Improvement Costs, as applicable. Tenant’s failure to respond within such five (5) business day or ten (10) business day period, as applicable, shall be deemed to be Tenant’s approval of such schedule and cost estimate. Upon completion of the re-pricing of the Landlord’s Work and/or the Tenant Improvement Costs, as applicable, Landlord shall deliver the revised schedule and cost estimate of the Landlord’s Work and/or the Tenant Improvement Costs, as applicable, to Tenant for approval and once approved, such schedule and cost estimate shall be final and deemed approved by the parties; provided if Tenant does not respond to the final estimate in the five (5) business day period, Tenant will be deemed to have approved such final schedule and cost estimate. Upon approval (or deemed approval) of the cost estimates by Tenant, Landlord shall (A) deliver to Tenant updates of the CD Total Development Cost Estimate to reflect the approved cost of the Landlord’s Work and the CD TI Cost Proposal to reflect the approved Tenant Improvement Costs (such updates being referred to herein as the “Final Total Development Cost Budget” and the “Final TI Cost Budget” respectively), and (B) enter into guaranteed maximum price contracts for each of the Landlord’s Work and Tenant Improvements (each a “GMP Contract” and collectively the “GMP Contract”) with General Contractor and any lump sum contracts with other Contractors (collectively with the GMP Contract, the “Contracts”), which Contracts shall contain industry standard terms and conditions, including, without limitation, the extent and cost of the Contractor’s general conditions. With the Final TI Cost Budget, Landlord shall specify the portion of the Tenant Improvement Costs that will be paid from the Tenant Improvement Allowance and the portion that is to be paid by Tenant as Tenant’s Contribution (as defined below).

Contractors and Contracts. Landlord and Tenant have selected Oltman’s ▇▇▇▇▇▇▇▇tion ▇ Builders (the “General Contractor”) as the general contractor for the construction of the Improvements. Landlord shall enter into contracts for the construction of the Improvements with General Contractor, as provided below. Landlord may also shall directly retain (or retain through the General Contractor) all contractors under guaranteed maximum price or lump sum contracts (collectively with the General Contractor, the “Contractors”). Each of the Contractors in a material trade shall be subject to Tenant’s reasonable approvalapproval and be subject to bidding as set forth below. A “material trade” shall include, without limitation, site work, landscaping, roofing, drywall, concrete, steel, elevator, mechanical, electrical and plumbing. If Landlord does not receive Tenant’s response within five (5) business days of Landlord’s request for approval of a Contractor, Landlord’s selection of such Contractor shall be deemed approved. Landlord shall cause the General Contractor to obtain at least three (3) competitive bids for each of the major subcontractor material trades for each of Landlord’s Work and the Tenant Improvements. Landlord will deliver copies of all such bids to Tenant promptly following Landlord's receipt thereof, which and such subcontractors shall be approved by each of Landlord and Tenant in its reasonable discretion. Such competitive bids shall include a schedule with a timeline to complete the work being bid. Based on the selected such subcontractor bids, Landlord shall develop obtain an estimate of the Tenant Improvement Costs (as defined below) and the cost of Landlord’s Work. Unless required by law, this Lease shall not be subject to prevailing wage requirements nor require that any contractors hired in connection with this Lease be affiliated with any union or comply with any union requirements (Landlord and Tenant acknowledge that the selected subcontractor bid might not necessarily be the lowest bid and that other matters, such as scheduling and the subcontractor’s reputation, will be taken into account when selecting the subcontractor bids.) except if affiliated with a union). Landlord shall promptly submit revise (a) the schedule for the Landlord’s Work and the Tenant Improvements to reflect the differences between the times contained in the selected bids and the times contained in the initial Progress Schedule and (b) the cost estimate of Landlord’s Work and the Tenant Improvement Costs and submit the same to Tenant for reviewreview (the “Cost Estimate”). Within five (5) business days after Landlord’s submission to Tenant of the schedule and cost estimates for the Landlord’s Work and ten (10) business days after Landlord’s submission to Tenant of the schedule and cost estimates for the Tenant ImprovementsTenant, Tenant shall either (i) approve such schedule and cost estimate and, in the case of the Tenant Improvement Costs, be obligated to pay for all such costs exceeding the amount of Tenant’s 35654\12546889.9 B-11 06907\011\8511619.v2 06907\011\8493037.v6 Contribution Allowance in accordance with the disbursement procedures set forth below, or (ii) disapprove such schedule and cost estimate, in which case Tenant shall provide Landlord with additional information adequate to permit the prompt revision of the applicable Construction Documents and re-pricing of the Landlord’s Work or the Tenant Improvement Costs, as applicable. Tenant’s failure to respond within such five (5) business business-day or ten (10) business day period, as applicable, period shall be deemed to be Tenant’s approval of such schedule and cost estimate. Upon completion of the re-pricing of the Tenant Improvement Costs (or, if applicable, Landlord’s Work and/or the Tenant Improvement Costs, as applicableWork), Landlord shall deliver the revised schedule and cost estimate of the Tenant Improvement Costs (or, if applicable, Landlord’s Work and/or the Tenant Improvement Costs, as applicable, Work) to Tenant for approval in the same manner as set forth above and once approved, such schedule and cost estimate shall be final and deemed approved by the parties, subject to Change Order Costs; provided if Tenant does not respond to the final estimate in the five (5) business day period, Tenant will be deemed to have approved such final schedule and cost estimate. Upon approval (or deemed approval) of a Cost Estimate by Tenant and the cost estimates by TenantConstruction Documents, Landlord shall (A) deliver to Tenant updates of the CD Total Development Cost Estimate to reflect the approved cost of the Landlord’s Work and the CD TI Cost Proposal to reflect the approved Tenant Improvement Costs (such updates being referred to herein as the “Final Total Development Cost Budget” and the “Final TI Cost Budget” respectively), and (B) enter into a guaranteed maximum price contracts contract for each of the Landlord’s Work and Tenant Improvements (each a “GMP Contract” and collectively collectively, the “GMP Contract”) with General Contractor and any lump sum contracts with other Contractors (collectively with the GMP Contract, the “Contracts”), which Contracts shall contain industry standard terms ) and conditions, including, without limitation, the extent and cost give notice to Tenant of the Contractortotal Tenant Improvement Costs (as defined below) and total costs for Landlord’s general conditionsWork. With the Final TI Cost BudgetAlong with such notice, Landlord shall specify deliver to Tenant a budget showing the portion of the Tenant Improvement Costs that will be paid from the Tenant Improvement Allowance and the that portion that is to will be paid by Tenant as Tenant’s Contribution (as defined below). Notwithstanding the foregoing, Tenant shall be permitted to value engineer the Improvements to reduce costs; provided, however, except as provided in Section 4.1(f), (i) any cost associated with such value engineering by Tenant will be the responsibility of Tenant, subject to Landlord’s obligations with respect to the Allowance pursuant to Article 4, (ii) any changes requested by Tenant as a part of the value engineering process shall be a Change subject to Section 2.7(c) and (iii) accordingly, any delays associated with the Tenant's efforts to value engineer the Improvements will constitute a Tenant Delay to the extent such value engineering (or delays associated therewith) causes actual delays in the completion of the Improvements beyond the Estimated Date of Substantial Completion.