Common use of Discretionary Changes Clause in Contracts

Discretionary Changes. If Tenant desires to change or revise the Tenant Improvements specified by the approved Working Drawings, then Tenant shall submit such change in writing for Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed and such request shall be accompanied by plans, specifications and details as may be required to fully identify and quantify such changes. Landlord shall not be required to approve any modifications if, in Landlord’s judgment such modification would have an adverse impact on the Base Building Improvements, including the structural, mechanical, electrical, life safety or HVAC systems in the Building. Landlord shall notify Tenant in writing (an “Approval Notice”) whether it will approve the requested change within five (5) Business Days after the date Landlord receives Tenant’s request; provided, however, that Landlord’s response time will be extended by any need to obtain information or estimates from the Premises Contractor or any subcontractor as to time or cost for the proposed changes. If the change is requested less than five (5) Business Days before that portion of TI Work is scheduled to begin, Landlord shall make a reasonable effort to expedite its response but in no event shall Landlord be liable for failure to expedite its response. If Landlord approves such changes, then Tenant will provide Landlord with revised Working Drawings incorporating the changes within three (3) Business Days. If Tenant‘s request will increase the cost of construction or will cause a delay in completing the construction, Landlord’s Approval Notice shall include Landlord’s good faith estimate of the amount of delay it will cause and/or the increased costs associated with the change, included Landlord’s lost rent attributable to such delay. Upon receipt of an Approval Notice, if Tenant still wishes the change to be made, Tenant shall so notify Landlord in writing within five (5) Business Days thereafter and if the reasonably estimated cost of such change exceeds Fifty Thousand Dollars ($50,000), shall deposit with Landlord any sum necessary to pay for such change whereupon Landlord shall execute a change order directing the Premises Contractor to make the approved changes. If the reasonably estimated cost of a change is less than or equal to Fifty Thousand Dollars ($50,000), the cost of such change shall be deposited with Landlord promptly after Tenant‘s receipt of its monthly statement of progress payments. If Tenant does not respond and increase the Construction Payment within five (5) Business Days then Tenant shall be deemed to have withdrawn its request. Landlord shall be entitled to its administrative fee for overseeing the change order. If, incident to a requested change to the Working Drawings or TI Work, Landlord stops work pending resolution of whether Tenant finally approves or disapproves the additional costs or delay of a proposed change, then whether or not Tenant ultimately approves or disapproves the proposed change and its additional cost and delays, any delay resulting from work stoppage will constitute a Tenant Delay. Tenant shall be responsible for any costs incurred by Landlord, Consultants or the Premises Contractor to prepare a proposed change order, even if Tenant subsequently rejects the change order. Tenant shall be responsible for all costs of any kind resulting from delay in the completion of the Premises or the Base Building Improvements due to modification of the Working Drawings even if the costs are not included in Landlord‘s good faith estimate as set forth in the Approval Notice. The actual cost of any approved changes shall be paid by Tenant to Landlord, unless the Tenant Improvement Allowance is sufficient to pay the cost of such change.

Discretionary Changes. If Tenant desires to change or revise the --------------------- Tenant Improvements specified by the approved TI Working Drawings, then Tenant shall submit such change in writing for Landlord’s 's approval, which shall not be unreasonably withheld, conditioned or delayed and such request shall be accompanied by plans, specifications and details as may be required to fully identify and quantify such changes. Landlord shall not be required to approve any modifications if, in Landlord’s 's judgment such modification would delay completion of the Base Building Improvements or have an adverse impact on the Base Building Improvements, including the structural, mechanical, electrical, life safety or HVAC systems in the Building. Landlord shall notify Tenant in writing (an “"Approval Notice”") whether it will approve the requested change within five ten (510) Business Days after the date Landlord receives Tenant’s 's request; provided, however, that Landlord’s ▇▇▇▇▇▇▇▇'s response time will -------- ------- be extended by any need to obtain information or estimates from the Premises TI Contractor or any subcontractor as to time or cost for of the proposed changes. If the change is requested less than five ten (510) Business Days before that portion of TI Landlord's Work is scheduled to begin, Landlord shall make a reasonable effort to expedite its response but in no event shall Landlord be liable for failure to expedite its response. If Landlord approves such changes, then Tenant will provide Landlord with revised Working Drawings incorporating the changes within three (3) Business Dayschanges. If Tenant‘s ▇▇▇▇▇▇'s request will increase the cost of construction or will cause a delay in completing the construction, Landlord’s 's Approval Notice shall include Landlord’s 's good faith estimate of the amount of delay it will cause and/or the increased costs associated with the change, included Landlord’s lost rent attributable to such delay. Upon receipt of an Approval Notice, if Tenant still wishes the change to be made, Tenant shall so notify Landlord in writing within five three (53) Business Days thereafter and if the reasonably estimated cost of such change exceeds Fifty Thousand Dollars ($50,000), shall deposit with pay Landlord any sum necessary to pay for such change whereupon Landlord shall execute a change order directing the Premises TI Contractor to make the approved changes. If the reasonably estimated cost of a change is less than or equal to Fifty Thousand Dollars ($50,000), the cost of such change shall be deposited with Landlord promptly after Tenant‘s receipt of its monthly statement of progress payments. If Tenant does not respond and increase the Construction Payment within five three (53) Business Days then Tenant it shall be deemed to have withdrawn its request. Landlord shall be entitled to its administrative fee for overseeing the change order. If, incident to a requested change to the Working Drawings or TI Landlord's Work, Landlord stops work pending resolution of whether Tenant finally approves or disapproves the additional costs or delay of a proposed change, then whether or not Tenant ultimately approves or disapproves the proposed change and its attendant additional cost and delays, any delay resulting from the work stoppage will constitute a Tenant Delay. Tenant shall be responsible for any costs incurred by Landlord, Consultants Landlord or the Premises Contractor contractor to prepare a proposed change order, order even if Tenant ▇▇▇▇▇▇ subsequently rejects the change order. Tenant shall be responsible for all costs of any kind resulting from delay in the completion of the Premises or the Base Building Improvements due to modification of the TI Working Drawings even if the costs are not included in Landlord‘s Landlord's good faith estimate as set forth in the Approval Notice. The actual cost of any approved changes shall be paid by Tenant added to Landlordthe Construction Payment, unless the Tenant Improvement Cash Allowance is sufficient to pay the cost of such change.

Discretionary Changes. If Tenant desires to change or revise the Tenant Improvements specified by the approved Working DrawingsDrawings (a “Discretionary Change”), then Tenant shall submit such change Discretionary Change in writing for Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed and such request shall be accompanied by plans, specifications and details as may be required to fully identify and quantify such changesDiscretionary Changes. Landlord shall not be required to approve any modifications if, in Landlord’s judgment such modification would have an adverse impact on the Base Building ImprovementsBuilding, including the structural, mechanical, electrical, life safety or HVAC systems in the Building. Landlord shall notify Tenant in writing (an “Approval Notice”) whether it will approve the requested change Discretionary Change within five (5) Business Days after the date Landlord receives Tenant’s request; provided, however, that Landlord’s response time will be extended by any need to obtain information or estimates from the Premises Contractor or any subcontractor as to time or cost for the proposed changesDiscretionary Changes. If the change Discretionary Change is requested less than five (5) Business Days before that portion of TI Work is scheduled to begin, Landlord shall make a reasonable effort to expedite its response but in no event shall Landlord be liable for failure to expedite its response. If Landlord approves such changesDiscretionary Changes, then Tenant will provide Landlord with revised Working Drawings incorporating the changes Discretionary Changes within three (3) Business Days. If Tenant‘s request will increase the cost of construction or will cause a delay in completing the construction, Landlord’s Approval Notice shall include Landlord’s good faith estimate of the amount of delay it will cause and/or the increased costs associated with the change, included Landlord’s lost rent attributable to such delay. Upon receipt of an Approval Notice, if Tenant still wishes the change to be made, Tenant shall so notify Landlord in writing within five (5) Business Days thereafter and if the reasonably estimated cost of such change exceeds Fifty Thousand Dollars ($50,000), shall deposit with Landlord any sum necessary to pay for such change whereupon Landlord shall execute a change order directing the Premises Contractor to make the approved changes. If the reasonably estimated cost of a change is less than or equal to Fifty Thousand Dollars ($50,000), the cost of such change shall be deposited with Landlord promptly after Tenant‘s receipt of its monthly statement of progress payments. If Tenant does not respond and increase the Construction Payment within five (5) Business Days then Tenant shall be deemed to have withdrawn its request. Landlord shall be entitled to its administrative fee for overseeing the change order. If, incident to a requested change to the Working Drawings or TI Work, Landlord stops work pending resolution of whether Tenant finally approves or disapproves the additional costs or delay of a proposed change, then whether or not Tenant ultimately approves or disapproves the proposed change and its additional cost and delays, any delay resulting from work stoppage will constitute a Tenant Delay. Tenant shall be responsible for any costs incurred by Landlord, Consultants or the Premises Contractor to prepare a proposed change order, even if Tenant subsequently rejects the change order. Tenant shall be responsible for all costs of any kind resulting from delay in the completion of the Premises or the Base Building Improvements due to modification of the Working Drawings even if the costs are not included in Landlord‘s good faith estimate as set forth in the Approval Notice. The actual cost of any approved changes shall be paid by Tenant to Landlord, unless the Tenant Improvement Allowance is sufficient to pay the cost of such change.