This excerpt taken from the AFFM 8-K filed Nov 30, 2009.
TENANT FINISH-WORK: ALLOWANCE
1. Except as set forth on this Exhibit, Tenant accepts the Premises AS-IS and acknowledges that Landlord has no obligation to make or otherwise pay for any improvements, alterations or repairs thereto.
2. Tenant will prepare space plans prepared by Tenants architect. Landlord shall have ten (10) days to provide comments and/or approve the space plans. Upon approval, Tenant will obtain Working Drawings. Landlord shall provide an allowance of up to $1.50 per rentable square foot in the Premises (the Working Drawings Allowance) to be applied to expenses related to the preparation of the space plans and Work Drawings and, in addition, any remaining amount may be applied to costs of the Work. Tenant shall select the architect, subject to Landlords prior written approval, not to be unreasonably withheld or delayed. Payment of the Working Drawing Allowance shall be made to Tenant at the same time Tenant requests payment for the final one-half of the Construction Allowance provided Tenant has remitted to Landlord the Tenant Submittals. Any unused portion of the Working Drawings Allowance remaining as of September 15, 2010 shall be forfeited by Tenant and remain Landlords property. As used herein, Working Drawings shall mean the final working drawings approved by Landlord, as amended from time to time by any approved changes thereto, and Work shall mean all improvements to be constructed in accordance with and as indicated on the Working Drawings. Approval by Landlord of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use, purpose, or condition, or that such drawings comply with any applicable law or code, but shall merely be the consent of Landlord to the performance of the Work. Tenant shall, at Landlords request, sign the Working Drawings to evidence its review and approval thereof. All changes in the Work must receive the prior written approval of Landlord, and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible as-built plan (e.g., sepia) of the improvements as constructed, which plan shall be incorporated into this Lease by this reference for all purposes.
3. The Work shall be performed only by contractors and subcontractors acceptable and approved by Landlord in writing. All contractors and subcontractors shall be required to procure and maintain (a) insurance against such risks, in such amounts, and with such companies as Landlord may reasonably require; and (b) payment and performance bonds covering the cost of the Work and otherwise reasonably satisfactory to Landlord. Certificates of such insurance, with paid receipts therefor, and copies of such bonds must be received by Landlord before the Work is commenced. The Work shall be performed in a good and workmanlike manner that is free of defects and is in strict conformance with the Working Drawings, and shall be performed in such a manner and at such times as to maintain harmonious labor relations and not to interfere with or delay Landlords other contractors, the operation of the Project, and the occupancy thereof by other tenants. All contractors and subcontractors shall contact Landlord and schedule time periods during which they may use Project facilities in connection with the Work (e.g., loading docks, excess electricity, etc.).
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4. Tenant shall bear the entire cost of performing the Work (including, without limitation, design of the Work and preparation of the Working Drawings, costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs, all of which costs are herein collectively called the Total Construction Costs).
5. Provided Tenant is not in default under the Lease, in addition to the Working Drawings Allowance, Landlord shall provide to Tenant a Construction Allowance in the amount up to $10.00 per rentable square foot in the Premises, one-half of which shall be applied as a credit against Tenants Base Rental and the other one-half of which shall be reimbursed by Landlord to Tenant, all subject to the terms and conditions of this Exhibit A (Construction Allowance). Tenant shall be required to fund, at its cost, the first one-half of the Construction Allowance (Tenant Funds). The Construction Allowance shall be used only for hard costs including, without limitation, installation of a back-up generator. In consideration of Tenants advancement of the entire Tenant Funds and provided that Tenant is not in default under the Lease, as of the later to occur of: (a) the date Tenant advances the entire Tenant Funds and delivers to Landlord the Tenant Submittals or (b) August 1, 2010. Tenant shall be entitled to a monthly Base Rental credit in the amount of $6,103 for a period of 56 months commencing August 1, 2010 and extending through March 31, 2015. The final one-half of the Construction Allowance shall be reimbursed in cash to Tenant by Landlord within sixty (60) days after Tenant has advanced the entire Construction Allowance and delivered to Landlord all of the Tenant Submittals.
In connection with the Work and as a condition precedent to any cash reimbursement and/or Base Rental credit Tenant shall submit Landlord the following collectively (Tenant Submittals): (a) Tenant has substantially completed the Work (a certificate from the Architect) and obtained a certificate of occupancy, (b) photocopies of paid invoices evidencing that the amount being requested has been paid by Tenant in connection with the Work, including without limitation, invoices from the architect, (c) Final Lien Waivers upon substantial completion of the Work in recordable form, fully executed and acknowledged by Tenants general contractor and the subcontractors, suppliers and materialmen, indicating that upon the payment to the general contractor and the subcontractors, suppliers and materialmen of the amount set forth in such lien waiver, the general contractor and the subcontractors, suppliers and materialmen waives and releases any and all liens or claims of liens they have owing to such party for all Work completed, and (d) a certificate from Tenants general contractor that all subcontractors have been paid in full for all Work completed. Tenant shall be responsible and liable for timely paying all bills associated with the Work and agrees to indemnify and hold Landlord harmless (including reasonable attorneys fees) from any claims related to the Work and will cause the removal of any lien recorded against the Building and/or the land upon which the Building is situated within ten (10) days following any such claim. If Tenant fails to claim the Construction Allowance and/or fails to otherwise comply with the requirements of this section (including without limitation, Tenants failure to advance the Tenant Funds and/or provide the Tenant Submittals for either the Tenant Funds and/or Construction Allowance) on or before September 15, 2010, Tenant shall not be entitled to any rent credit or cash reimbursement with respect to such Submittals, and that portion of the Construction Allowance relating thereto shall be deemed forfeited and remain Landlords property.
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6. To the extent not inconsistent with this Exhibit or the Addendum, the Lease shall govern the performance of the Work and the Landlords and Tenants respective rights and obligations regarding the improvements installed pursuant thereto.
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