Common use of Lessee Improvements Clause in Contracts

Lessee Improvements. Lessee shall prepare final plans and ------------------- specifications for construction of the Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00.

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings for the entire 84,518 square feet of the Leased Premises (the “Lessee Improvements”). Lessee shall prepare final plans and ------------------- specifications for construction of the Lessee Improvements desired by Lessee and other construction documents for Lessor’s approval within five (5) days from receipt thereof and Lessor shall deliver have five (5) days to Lessor by July 1review and approve such final plans and specifications. In the event such five (5) day review period expires with no response from Lessor, 1999such plans shall be deemed approved. However, two (2) copies in no event shall actual or deemed approval of such the final plans and specifications and the names constitute approval for accuracy, completeness, quality or effectiveness of two proposed contractors design, compliance with applicable laws or otherwise. Lessee shall not be required to construct remove the Lessee Improvements designed for Lessor approval. Lessor will promptly either approve general office use, i.e., drywall, electrical, plumbing, carpeting nor the cafeteria, upon expiration or termination of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessorthis Lease. The Lessor approved final plans and specifications for the Lessee Improvements are being herein called the "“Lessee Improvements Final Plans and Specifications"”. All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable prior to the changes exceed requesting COMMERCIAL LEASE Page 13 reimbursement from the Improvement Allowance by more than $3.00 as described in subparagraph (c) belowAllowance. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "“immaterial field change" ” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.0050,000 and the aggregate amount of all such changes and extras does not exceed $250,000.

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the “Lessee Improvements”). Lessee agrees and acknowledges that other than the Lessee Improvements paid with the Improvement Allowance, as such term is hereinafter defined, Lessee is leasing the Leased Premises in its “As Is” condition and repair, subject to Defects. Lessee shall cause its architect, Xxxxxxx Design, to prepare final preliminary plans and ------------------- specifications of the Leased Premises satisfactory to Lessee, measured as provided in Section 1.2, for construction of the Lessee Improvements desired by Lessee and Xxxxxxx Design shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements Lessor for Lessor approval, which approval shall not be unreasonably withheld by Lessor. Lessor will promptly either approve advise Lessee within five (5) business days after Lessor’s receipt of the preliminary plans and specifications of Lessor’s approval or disapproval, and, Lessor’s failure to respond within the five day period will be deemed Lessor’s approval. Notwithstanding any provision of this Article 6 to the contrary, Lessor may only disapprove the preliminary plans and specifications, the final plans and specifications and any other work desired by Lessee as part of the contractorsLessee Improvements to the extent that any work described in the documents or requested by Lessee will adversely affect the structural integrity of the Building, unreasonably delay issuance of a building permit, adversely affect systems serving the Building or increase the cost of operation or maintenance of any such systems, do not conform to applicable building codes or other governmental regulations, or communicate do not compliment the Building’s architecture or are of lesser quality than Building standard construction and materials. Lessee covenants and agrees that as part of its objections, review and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the preliminary plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed it will provide all information necessary to have approved Xxxxxxx Design complete the final plans and specifications as described below. Following approval of the preliminary plans, Lessee shall cause Xxxxxxx Design to prepare final plans and specifications for the contractors unless Lessor Lessee Improvements satisfactory to Lessee, measured as provided in Section 1.2, and other construction documents for Lessor’s and Lessee’s approval, which approval shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof not be unreasonably withheld by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are being herein called the "“Lessee Improvements Final Plans and Specifications"”. Within two (2) weeks of Lessor’s receipt of the approved Lessee Improvements Final Plans and Specifications, Lessor shall deliver to Lessee a budget for construction of the Lessee Improvements, for Lessee’s approval, which shall not be unreasonably conditioned, delayed or withheld. Lessee shall be deemed to have approved of the budget unless Lessee has provided written notice to Lessor of Lessee’s objections thereto within five (5) days following the delivery thereof by Lessor to Lessee. All reasonable costs of Xxxxxxx Design involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement (“Change Order”) signed by Lessor Lessor, Lessee and Lessee the Contractor defined below and will constitute an amendment to this Lease. Any such written Change Order will specify the amount of delay expected to be caused to the construction schedule and any change in the cost of the Lessee Improvements caused by the Change Order, which statements will be binding upon Lessor, Lessee and the Contractor. Lessor will not unreasonably (using the criteria specified above in this paragraph) withhold its approval to any such Change Order. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if that increase the additional cost attributable to costs of the changes exceed Lessee Improvements above the Improvement Allowance by more than $3.00 as described in subparagraph (c) defined below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "“immaterial field change" ” shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.002,000 and the aggregate amount of all such changes and extras does not exceed $10,000.

Lessee Improvements. Lessee shall prepare final plans agrees to construct those certain interior improvements to the Premises which are set forth in that certain space plan to be prepared by Xxxxxx and ------------------- specifications for construction of the Company Architects, to be mutually agreed upon by Lessor and Lessee Improvements desired by Lessee and shall deliver to Lessor by July not later than August 1, 1999, two [“/s/WAB”] and to be attached hereto as Exhibit “B” (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt“Improvements”). Lessor shall be deemed have the right to have approved approve the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final building plans and specifications for the Improvements prior to commencement of construction, which approval shall not be unreasonably delayed or withheld. Lessor’s agent, Xxxxxxx X. Xxxxx, Inc., shall provide construction management services for the construction of the Improvements for a fee equal to three percent of the construction costs attributed only to the Construction Allowance actually used by Lessee, but in no event shall the construction management fee be less than $[…***…]. Said construction fee shall be deducted from the Construction Allowance or paid directly by Lessee if Lessee fund’s its own improvements. Lessor and Lessee estimate that the cost of said Improvements will be approximately $[…***…] (the “Construction Allowance”), of which sum $[…***…] shall be used to construct improvements to the second floor of the Premises. At the request of Lessee, which request shall be made prior to the commencement of construction, Lessor agrees to advance to Lessee the Construction Allowance, or any portion thereof, toward the cost of said construction. The Construction Allowance may be used for all costs associated with the construction of the Improvements, including without limitation space planning, architectural and engineering fees, construction supervision fees, and building permits, Lessee shall have the right to negotiate a general conditions and fee proposal with a general contractor of Lessee’s selection, subject to Lessor’s reasonable approval. Said proposal may include building assessment, due diligence review, budgeting, value engineering and scheduling. Lessee shall have the right to utilize a design build approach for the mechanical, electrical, plumbing, fire sprinkler and fire alarm systems. Lessee and its general contractor will competitively bid all subcontractors’ work in developing a construction budget. Selection of final subcontractors shall be subject to the reasonable approval of Lessor. Lessee shall be solely responsible for all costs of said Improvements in excess of $[…***…]. Lessee shall complete construction of said improvements to the Premises not later than February 1, 2000 [“/s/WAB”] (the date the Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approvingactually completed, drafting and preparing the Lessee Improvements Final Plans and Specifications whether such date is before or after October 15, 1996, shall be charged against referred to herein as the Improvement “Construction Completion Date”). Any portion of said Construction Allowance described belowwhich has not been expended, or committed to be expended, by the Construction Completion Date shall not carry over thereafter and shall no longer be available for improvements to the Premises. The actual amount of the Construction Allowance shall be the lesser of $[…***…] or such sum as has been expended, or committed to be expended, on the Construction Completion Date. In the event Lessee, elects to use all or any portion of the Construction Allowance, Lessee shall reimburse Lessor therefor in equal monthly installments over a period of ten (10) years, with interest at the rate of ten percent (10%) per annum, compounded annually, payable monthly at the same time as Base Rent is payable hereunder. In addition, in the event Lessee shall elect to use all or any portion of the Construction Allowance, prior to the Commencement Date, Lessee shall deliver to Lessor, as addition security for Lessee’s obligations under the Lease, a letter of credit (the “Letter of Credit”), from a financial institution and in a form reasonably satisfactory to Lessor, in the principal amount of the Construction Allowance, or less lesser amount as is equal to that portion of the Construction * Confidential Treatment Requested Allowance utilized by Lessee. The Letter of Credit shall be in full force and effect for the first four (4) years of the Lease Term. The Letter of Credit shall provide that Lessor may draw upon the Letter of Credit by written demand to the issuer thereof, executed by an officer of Lessor, stating that Lessee is in breach of the Lease and identifying the amount to be drawn thereon in order to compensate Lessor for damages it has sustained as a result of said breach. In the event Lessor shall apply for building permits at any time sell or otherwise transfer the Premises, Lessee shall be obligated to construct obtain a replacement Letter of Credit in the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval name of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than transferee within thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only written demand therefor by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00Lessor.

Lessee Improvements. Lessee shall, at its sole cost: diligently pursue and obtain permits and thereafter construct all improvements in connection with the operation of an outpatient renal dialysis clinic at the Premises in compliance with all applicable Laws, including, without limitation, the provisions of Title III of the Americans with Disabilities Act of 1990 as it pertains to Lessee’s specific use, occupancy, alterations and improvements to the Premises (the “Lessee Improvements”). Lessee shall prepare final plans and ------------------- specifications pay all costs for construction of the Lessee Improvements desired work performed by Lessee or on its account and shall deliver to keep the Premises free and clear of mechanics’ liens or any other liens resulting therefrom. Lessee shall give Lessor immediate notice of any lien filed against the Premises as a result of any work of improvement performed by July 1or on behalf of Lessee. Lessee shall discharge, 1999within thirty (30) days (by payment or by filing the necessary statutory lien release, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractorsbond, or communicate its objectionsotherwise), any mechanics’, materialmen’s or other lien against the Premises, which lien may arise out of any payment due for, or purported to be due for, any labor, services, materials, supplies, or equipment alleged to have been furnished to or for Lessee. If Lessee fails to discharge any such lien, Lessor shall have the right, but not the obligation, in addition to all other rights and remedies available to it under this Lease or applicable Laws, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen after ten (1510) days of receiptprior notice to Lessee, either to pay and discharge such lien, without regard to the validity thereof, or to procure and cause to be recorded a statutory lien release bond and to collect from Lessee (i) all costs incurred by Lessor in paying and discharging such lien, or in procuring such bond; and (ii) all expenses incurred by Lessor in connection with such lien, including reasonable attorneys’ fees and costs, recording fees and administrative costs and expenses. Lessor shall provide Lessee with a Lessee Improvements allowance in the amount of $300,000.00 (the “Allowance”). Said Allowance shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice payable to Lessee upon receipt of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications certificate of occupancy for the operation of an outpatient renal dialysis clinic at the Premises from the City of Fontana, California. In the event Lessor fails to pay Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two within ten (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (3010) days following receipt of the bid requestcertificate of occupancy from the City of Fontana, California, a late charge of five percent (5%) of the Allowance shall become immediately due and payable by Lessor to Lessee as liquidated damages and Lessee may, at its option, deduct such amount, including the Allowance and the late charge, plus interest at the maximum rate permitted by law (provided that interest shall not be assessed on the late charge) from subsequent Rent due under the Lease. Lessee shall have fifteen (15) days from receipt contract for the installation of all bids the Lessee Improvements with a contractor of choice. Lessor and Lessee shall mutually approve the plans and specifications of the Lessee Improvements prior to select the contractor for commencement of the Lessee Improvements. Except Lessor shall not charge Lessee any fee or other charges for immaterial field changes, modifications to the supervision and/or overhead associated with the construction of the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00Improvements.

Lessee Improvements. Lessee shall prepare final plans and ------------------- specifications for construction LESSEE has submitted to LESSOR a set of the Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are improvements which LESSEE desires to make to the Leased Premises. LESSOR is currently reviewing said plans and specifications. LESSOR and LESSEE shall have until and including May 21, 1999, within which to agree, in writing, upon a set of plans and specifications for LESSEE'S improvements (herein called the "Lessee LEASEHOLD IMPROVEMENTS") to the Leased Premises and the bid for the construction thereof. Such mutually acceptable plans and specifications for LESSEE'S improvements shall be referred to herein as the "LESSEES APPROVED PLANS" and the mutually acceptable bid for the construction of the Leasehold Improvements Final Plans and Specificationsshall be referred to herein as the "APPROVED BID". All reasonable costs involved In the event the parties fail to agree, in approvingwriting, drafting upon a set of plans and preparing specifications for the Lessee Leasehold Improvements Final Plans and Specifications the bid for the construction thereof by and including May 21, 1999, then this Lease shall automatically terminate as of 5:00p.m., Wichita, Kansas, time, on May 21, 1999, and the parties shall thereupon be relieved of their respective rights and obligations set forth in this Lease. In the event LESSOR and LESSEE agree, in writing, upon a set plans and specifications for the Leasehold Improvements and the bid for the construction thereof by and including May 21, 1999, then LESSOR shall execute a construction agreement pursuant to the Approved Bid and proceed to construct the Leasehold Improvements in accordance with the LESSEE'S Approved Plans. LESSOR shall pay for the cost of constructing the Leasehold Improvements up to a maximum amount of $200,000 (herein the "CONSTRUCTION COST CAP"). LESSEE shall pay the cost of constructing the Leasehold Improvements to the extent such cost exceeds $200,000. One-half (1/2) of the cost of constructing the demising wall between the Leased Premises and the adjacent space shall be charged against the Improvement Allowance described belowConstruction Cost Cap. Lessor LESSEE shall apply for building permits pay to construct LESSOR, at the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee time LESSOR'S Work and the contractor for Leasehold Improvements are substantially complete, the Shell Building Improvements no later than two amounts, if any, by which the sum of: (2a) days following approval one-half (1/2) of the Lessee Improvements Final Plans cost of constructing the demising wall between the Leased Premises and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, adjacent space; and (iiib) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00constructing the Leasehold Improvements exceeds the Construction Cost Cap.

Lessee Improvements. Lessee will not erect or cause to be erected any building or other structure, and will not make or allow to be made any alterations in or to the Leased Premises (collectively, the “Alterations”) without first obtaining the written consent of Railway, which consent may be granted or withheld in Railway’s sole discretion, with it being understood that Railway acknowledges that Lessee will be constructing a Running Repair Facility on the Leased Premises. Railway may require Lessee to provide demolition and/or lien and completion bonds in form and amount satisfactory to Railway. All Lessee Alterations will be accomplished in a good and workmanlike manner at Lessee’s sole expense, in conformity will all applicable laws by a licensed and bonded contractor approved in advance by Railway, such approval of contractor not to be unreasonably withheld. All contractors working on Alterations shall prepare final plans carry workers’ compensation insurance, commercial general liability insurance, automobile insurance and ------------------- specifications for construction of the Lessee Improvements desired by Lessee excess liability insurance in amounts reasonably acceptable to Railway and shall deliver a certificate of insurance evidencing such coverages to Lessor by July 1Railway prior to commencing work in the Leased Premises. Upon completion of any such work, 1999Lessee shall provide Railway with “as built” plans, two (2) copies of such plans all construction contracts, and specifications proof of payment for all labor and materials. Any Alterations to the names Leased Premises made by or installed by either party hereto will remain upon and be surrendered with the Leased Premises and become the property of two proposed contractors Railway upon the expiration or earlier termination of this Lease without credit to construct Lessee; provided, however, Railway, at it option, may require Lessee to remove or repair any Alterations to restore the Leased Premises to the condition existing at the time Lessee Improvements took possession, with all costs of removal, repair, restoration, or alterations to be borne by Lessee. This clause will not apply to moveable equipment, furniture moveable trade fixtures, or other personal property owned by Lessee, which shall be considered Lessee’s Property for Lessor approvalpurposes of paragraph 14 and shall be removed by Lessee in accordance with Paragraph 14. Lessor Lessee will have no authority or power, express or implied, to create or cause any construction lien or mechanics’ or materialmen’s lien or claim of any kind against the Leased Premises or any portion thereof or any Railway property. Lessee will promptly either approve of the plans and specifications and the contractorscause any such liens or claims to be released by payment, bonding or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given otherwise within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changesafter request by Railway, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation indemnify Railway against losses arising out of any governmental requirementssuch claim including, without limitation, legal fees and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00court costs. NOTICE IS HEREBY GIVEN THAT RAILWAY WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIAL FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF RAILWAY IN THE PREMISES. LESSEE WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY LESSEE PROVIDING LABOR, SERVICES OR MATERIAL TO THE LEASED PREMISES.

Lessee Improvements. Lessee, at its sole cost and expense, shall ------------------- alter and renovate the Demised Premises in a manner which Lessee deems necessary or desirable to adapt the same for the conduct of its business operations subject to Lessor's prior written consent and in a first class manner. Upon full execution of the Lease and initial approval of all construction costs by Lessee, Lessee shall prepare final plans make such Lessee Improvements at Lessee's sole cost and ------------------- specifications for construction expense, other than Lessor's obligation to pay the Lessee Improvement Allowance under Paragraph 4 of this Rider to Lease. Lessor shall bid the Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two at least three (23) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the mutually acceptable general contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen the right to review all bid documents and bids as received. Within five (155) days from of receipt of such bids Lessee shall accept or reject the bid and execute a Contract with an approved general contractor as soon as practicable. Lessor agrees to provide the construction management of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans at Lessor's sole cost and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Leaseexpense. Lessee shall be responsible for payment all costs related to Lessee Improvements above the Lessee's Improvement Allowance as hereinafter defined. Any cost and expenses in advance excess of all work Lessee's Improvement Allowance shall be the sole responsibility of Lessee and construction resulting from changes in shall be payable to Lessor upon demand. Lessor shall be responsible for ensuring that the general contractor constructs the Lessee Improvements Final in compliance with all city and or county building codes. All necessary space planning, architectural, mechanical, electrical and plumbing drawings required to construct the Lessee Improvements, including stamped and sealed construction drawings by a licensed architect and all municipal approvals and permits related to Lessee Improvements (the "Plans") of the Demised Premises which may be required by Lessor shall be provided by Lessor at Lessor's cost and expense, not to exceed up to ten thousand dollars ($10,000.00). Any such costs and expenses in excess of $10,000.00 shall be the sole responsibility of the Lessee and shall be payable in advance to or at the direction of Lessor. Lessee acknowledges that Lessor's role as construction manager shall be limited to overseeing the activities of Lessee's approved architect ("Tenant's Architect") and the local Lessee approved general contractor ("Lessee's General Contractor"). Lessee agrees to hold Lessor harmless from and against any and all claims made against Lessor in connection with the Plans, including any and all incidental or consequential damages or willful misconduct resulting from Lessor's actions or omissions, barring negligence or willful misconduct by Lessor. Lessor disclaims, and Lessee hereby accepts and acknowledges Lessor's disclaimer, of any adequacy of the Plans for Lessee's intended use of the Demised Premises and Specifications requested by the construction of the Demised Premises in accordance with the Plans. Lessee if acknowledge that it has thoroughly investigated the additional cost attributable Demised Premises and the Building and has found them to be acceptable "AS IS" and Lessee shall require no changes to the changes exceed Demised Premised or the Improvement Allowance Building other than as may be detailed by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Lessee's Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00Lessor's Work.

Lessee Improvements. Lessor and Lessee shall meet to discuss the design and construction of those improvements desired by Lessee other than the Shell Building Improvements, such improvements including, but not being limited to, M.E.P. systems, computer flooring, interior walls, wall coverings, window treatments, and floor coverings (the "Lessee Improvements"). Lessee shall prepare final preliminary plans and ------------------- specifications for construction of the Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications to Lessor. All preliminary and the names of two proposed contractors to construct final plans and specifications for the Lessee Improvements shall be subject to Lessor's approval, which approval shall not be unreasonably withheld or delayed; provided, however, in no event shall such approval constitute approval for accuracy, completeness, quality or effectiveness of design, compliance with applicable laws or otherwise. After receipt of the preliminary plans and specifications, Lessor approvalshall approve such plans and specifications or, within ten business (10) days after receipt thereof, deliver to Lessee in writing specific objections, together with its proposed solution to such problem and Lessee shall respond to said objections within ten (10) days after receipt of Lessor's comments. Lessor will promptly either approve of Lessee shall take Lessor's objections into consideration, such approval not to be unreasonably withheld, in redrafting the plans and specifications and specifications. The foregoing process shall continue until the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of parties shall mutually agree upon the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor specifications; such approved final plans and specifications for the Lessee Improvements are being herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvementsin Section 3.03 hereof. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) belowLessee. The Lessee Lessee. Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (!ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.0010,000 and the aggregate amount of all such changes and extras does not exceed $50,000.

Lessee Improvements. Lessee shall prepare final plans not make or allow to be made any alterations, physical additions or improvements in or to the Leased Premises without first obtaining the written consent of Lessor, which consent may be denied in the sole and ------------------- specifications for construction absolute discretion of Lessor. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Lessor upon the expiration or earlier termination of this Lease without credit to Lessee; provided, however, Lessor, at its option, may require Lessee to remove any physical improvements or additions and/or repair any alterations in order to restore the Leased Premises to the condition existing at the time Lessee took possession, all costs of removal and/or alterations to be borne by Lessee. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Lessee, which may be removed by Lessee at the end of the term of this Lease if Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, is not then in default and if Lessor has objectionssuch equipment and furniture are not then subject to any other rights, liens and interests of Lessor. Lessee shall have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Leased Premises, the Lessor will Property or any portion thereof. Lessee shall promptly cause any such liens that have arisen by reason of any work diligently with claimed to have been undertaken by or through Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given be released by payment, bonding or otherwise within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt after request by Lessor, and shall indemnify Lessor against losses arising out of any such claim (including, without limitation, legal fees and court costs). If Lessee fails to timely take either such action, then Lessor may pay the bid request. lien claim without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest, shall be paid by Lessee shall have fifteen to Lessor within ten (1510) days from receipt of all bids after Lessor has delivered to select the contractor for the Lessee Improvementsan invoice therefor. Except for immaterial field changes, Lessor approved alterations and modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment deemed to be included as original condition unless otherwise stated in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00Lessor's written consent.

Lessee Improvements. Lessee shall prepare final plans and ------------------- specifications for construction of the Lessee Improvements desired by Lessee and shall deliver to Lessor by July 1, 1999, two (2) copies of such plans and specifications and the names of two proposed contractors to construct the Lessee Improvements for Lessor approval. Lessor will promptly either approve of the plans and specifications and the contractors, or communicate its objections, and if Lessor has objections, the Lessor will work diligently with Lessee to resolve any objections such that approval of the plans and specifications and names of contractors is given within fifteen (15) days of receipt. Lessor shall be deemed to have approved the plans and specifications and the contractors unless Lessor shall have provided written notice to Lessee of Lessor's objections thereto within fourteen (14) days following the delivery thereof by Lessee to Lessor. The Lessor approved final plans and specifications for the Lessee Improvements are herein called the "Lessee Improvements Final Plans and Specifications". All reasonable costs involved in approving, drafting and preparing the Lessee Improvements Final Plans and Specifications shall be charged against the Improvement Allowance described below. Lessor shall apply for building permits to construct the Lessee Improvements and will submit bid requests to the two contractors selected by Lessee and the contractor for the Shell Building Improvements no later than two (2) days following approval of the Lessee Improvements Final Plans and Specifications. Contractors will be required to submit their bids no later than thirty (30) days following receipt of the bid request. Lessee shall have fifteen (15) days from receipt of all bids to select the contractor for the Lessee Improvements. Except for immaterial field changes, modifications to the Lessee Improvements Final Plans and Specifications must be made and accepted only by written change order or agreement signed by Lessor and Lessee and will constitute an amendment to this Lease. Lessee shall be responsible for payment in advance of all work and construction resulting from changes in the Lessee Improvements Final Plans and Specifications requested by Lessee if the additional cost attributable to the changes exceed the Improvement Allowance by more than $3.00 as described in subparagraph (c) below. The Lessee Improvements Final Plans and Specifications (when approved by Lessor and Lessee) are incorporated in this Lease by reference. For the purpose of this Section, an "immaterial field change" shall mean such field changes which are required by any governmental authority or changes which (i) do not affect the size, configuration, structural integrity, quality, character, architectural appearance and standard of workmanship contemplated in the Lessee Improvements Final Plans and Specifications, (ii) will not result in any default in any obligation to any person or violation of any governmental requirements, and (iii) the cost of or reduction resulting from any single field change or extra does not exceed $5,000.00.