Exhibit1023




COMPUWARE HEADQUARTERS BUILDING DETROIT, MICHIGAN




LEASE






This Lease is made between Landlord and Tenant hereinafter identified in Sections


1 (b)  and  1 (c)  hereof,  respectively,  and  constitutes  a  Lease  between  the  parties  of  the "Demised  Premises"  in  the   "Building,"   as   defined   in   Sections   2.2   and   2.1  hereof, respectively,  on  the  terms  and  conditions  and  with  and  subject  to  the  covenants  and agreements of the parties hereinafter set forth.




WITNESSETH:






1.         Basic Lease Provisions.






The following  are  certain  basic lease  provisions,  which  are part  of, and in certain instances referred to in subsequent provisions of, this Lease:




(a)     Date of this Lease:    April 1,  2014






	
			
	(b)
	Landlord:
	COMPUWARE CORPORATION, a Michigan corporation

	

(c)
	



Tenant:
	



Covisint  Corporation


a Michigan corporation








(d)     Demised Premises:






The entire 7th floor of the Building containing approximately 62,9 2 2 rentable square feet, as depicted on Exhibit  "B" hereto.   The Demised Premises  will be designated Suite 700




(e)     Commencement Date:  April 1, 2014 (f)     Expiration Date: March 31, 2015
(g)     Basic Rental:






The  Basic  Rental  is  an  amount  per  month  of  -One   Hundred  Sixty-Six


Thousand     Six    Hundred     Sixty-Six     Dollars     and     Sixty-Seven     Hundredths    Cents,


($166,666.67) which is, Thirty-One  Dollars and Seventy-Nine  Hundredths cents  ($31.79) per  square  foot  on  an  annualized  basis.  This  includes    two  hundred  forty-nine   ( 2 49) parking  spaces  and  the  Data  center  usage  of  17  racks  at  Eleven  Thousand  Dollars ($11,000)  per rack per year.   Tenant may  lease up to  an additional two hundred  (200) parking  spaces  at  One  Hundred  Seventy-Five   Dollars   ($175)   per  space  per  month. Landlord will include this in the monthly rental charge as an additional expense.




(h)     Tenant's Use:    Standard general office use


		
	(i) 
	Tenant's Address for Notices: Covisint Corporation




One Campus Martius, Suite 700


Detroit, Ml 48226


Attn:
		
	(j) 
	Landlord's Address for Notices: Compuware Corporation




One Campus Martius


Detroit, Michigan 48 2 2 6


Attn.: Gail Lopez, Corporate Real Estate Manager with a copy to:
One Campus Martius


Detroit, Michigan 48226


Attn.: Daniel S. Follis Jr., Vice President & General Counsel






		
	(k) 
	The following Exhibits are attached to this Lease and made a part hereof: "A"    Legal Description of Land and Parking Structure


"A-1"    -     Site Plan of the Development






"B"    Demised Premises






"C"    Building Design Criteria Tenant Construction Manual


D"    Tenant Rules and Regulations






"E"    Security Specifications, Procedures and Systems






"F"    Current Encumbrances






"G"    Prohibited Uses






"H"    Furniture Inventory






"I"    Eighth Floor Demised Premises






2.     Building  and Demised  Premises.






2.1      Landlord  is  the  owner  of  the  building  located  at  One  Campus  Martius, Detroit, Michigan (hereinafter referred to as the "Building"), consisting of rentable retail and service  premises  (hereinafter  referred  to  as  the  "Retail  Premises")  on  the  first  floor, rentable office premises (hereinafter referred to as the "Office Premises") on the second to fourteenth  floors,  inclusive,  together  with  exterior  and  interior  common  and  public  areas and  facilities  located  within  and/or  part  of  the  Development  (as   hereinafter  defined) (hereinafter referred to as the "Common Areas") which Common Areas are for the use in common by tenants of the Building, and their employees, guests, customers or prospective customers, agents and invitees.   The Building, Common Areas, the land upon which they are  situated   and  the   parking   garages   (collectively,   the   "Parking  Structure")   situated adjacent  to  and  under  the  Building  are  hereinafter  referred  to  as  the  "Development",  a legal description of which  is contained on Exhibit  "A"   hereto and a site plan of which  is contained on Exhibit "A-1" hereto.




2.2     Subject to the terms, covenants, agreements and conditions herein set forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain premises  (herein   referred  to  as  the  "Demised  Premises")  designated  in  Section  1(d) hereof, as shown on the floor plan(s)  attached hereto as Exhibit "B" hereto, together with the  nonexclusive  right  to  use the  Common  Areas  and  together  with  the  right  to  use  the Parking Structure as provided in Section 40 hereof, and subject to Landlord's consent, reasonable  access  to  and  reasonable  use  of  the  vertical  risers  and  the  Building's  fiber optics.   Landlord represents and warrants to Tenant that the Building contains 1,089,820 gross square feet and that the rentable area of the Demised Premises is 62,922  rentable square feet.


2.3      Landlord   reserves   (a)   the   right  from   time   to   time   to   make   changes, alterations,   additions,   improvements,   repairs   or   replacements   in   or   to   the   Building (including   the   Demised   Premises)   and   the   Parking   Structure   and   the   fixtures   and equipment  thereof,  as  well  as  in  or  to  the  street  entrances,  halls,  passages,  elevators, escalators and stairways and other parts of the Building,  and to erect, maintain,  and use pipes,  ducts  and  conduits  in  and  through  the  Demised  Premises,  all  as  Landlord  may reasonably deem necessary or desirable; provided, however, under no circumstances may Landlord  erect  any pipes, ducts or conduits  in  any location within the Demised  Premises which interferes with or adversely impacts the use of the Demised Premises, and  (b)  the right to eliminate, substitute and/or rearrange the Common Areas  (which  may theretofore have   been   so   designated)   as   Landlord   deems   reasonably   appropriate.      Tenant's nonexclusive  right to utilize  the Common  Areas  shall be  in common  with Landlord, other tenants  and  occupants  of  the  Building  and  others  to  whom  Landlord  grants  such  rights from time to time.




2.4  Notwithstanding  Section  9.3  herein,  the  existing  furniture  systems  within  the Demised  Premises,  included  herein  as  Exhibit  H,  are  included  in  the  Basic  Rental.  At Tenant's  option, at the  end  of the  Lease  Term,  Tenant shall  have  the  right  to purchase such furniture systems for the sum of $1.00.




2.5      In  addition to  the  Demised  Premises  as  otherwise  provided  herein,  Tenant shall have the right to use the space on the eighth floor, as further described in Exhibit "I" (the "Eighth Floor Demised Premises"). Use of the Eight Floor Demised Premises shall be subject to the terms of the Lease, other than as expressly provided herein:
		
	•
	Use of the Eighth Floor Demised Premises shall be provided at no additional charge beyond the Basic Rental.


		
	•
	Tenant shall be required to vacate or relocate from the Eighth Floor Demised Premises  upon  60  days  written  notification  from  Landlord,  for  any  or  no reason, and without compensation from Landlord of any form.   If Landlord relocates  Tenant  then  Tenant  shall   share   equally   in  the  cost  of   such relocation.


		
	•
	The  second  sentence  of  Section   2.4,  granting  the  Tenant  the  right  to purchase furniture systems for $1.00  shall not be applicable for the purpose of this Section 2.5.


		
	•
	Notwithstanding  Section  11   and  the  above  notification  requirement,  if  the Eighth  Floor  Demised  Premises  are  damaged  by  fire,  earthquake,  act  of God,  the  elements  or  other  casualty  such  that  it  is  not  reasonably  usable, Landlord   shall   have   no  obligation   to   repair  the   Eighth   Floor   Demised Premises,  and  Tenant's   right  to  use  the  Eighth  Floor  Demised  Premises shall terminate immediately upon notification from Landlord.




3.     Term.






3.1        The   term   of   the   Lease   (hereinafter   referred  to   as   the   "Term")   shall commence  on  April 1,  2014  (hereinafter  referred to  as the  "Commencement Date"),  and shall end on the "Expiration Date" set forth in Section 1 (f)  hereof.














4.     Completion  of Improvements.






4.1    The Demised Premises shall be delivered to Tenant in "as-is" condition.










5.     Rental.






5.1        (a)      Tenant shall pay to Landlord as rental for the Demised Premises the Basic  Rental  set  forth  in  Section  1 (g)  hereof,  which  shall  be  payable  in  equal  monthly installments in advance.




(b)      Notwithstanding anything herein contained to the contrary, Tenant's obligation to commence payment of Basic Rental shall commence on April 1, 2014  (herein referred to as the "Rent Commencement Date").




5.2      From and after the Rent Commencement Date, Basic Rental shall be paid to Landlord on or before the first day of each and every calendar month in advance.   In the event  the  Expiration  Date  is  other  than  the  last  day  of  the  calendar  month,  then  the monthly rental for the last fractional month of the Term shall be appropriately prorated.




5.3      Tenant shall pay as additional rental any money and charges required to be paid  by  Tenant  pursuant  to  the  terms  of  this  Lease,  whether  or  not  the  same  may  be designated  "additional  rent."    All  sums  required  to  be  paid  by  Tenant  pursuant  to  this Lease shall be deemed "rent."




5.4      Except as otherwise provided in this Lease, rental and additional rental shall be  paid  to  Landlord  without notice  or  demand  and  without  deduction or  offset, in  lawful money of the United States of America at Landlord's  address for notices hereunder or to such other person or at such other place as Landlord may from time to time designate in writing.     All  amounts  payable  by  Tenant  to  Landlord  hereunder,  if  not  paid  within  5 business  days,  shall  bear  interest from  the  due  date  until  paid  at the  rate equal to  two percent  ( 2%)  in  excess  of  the  then  current  "prime  rate"  published  in  The  Wall  Street Journal, but not in excess of the maximum rate allowed by law.    If no such prime rate is


published, the prime rate shall be deemed to be fifteen percent (15%).    In addition, if any payment of rent is  not paid within  5  business days, Tenant shall pay to Landlord  a late charge equal to three and one half percent ( 3.5%)  of each late payment.   Notwithstanding the provisions of Section 5.5  hereof, Tenant shall not be required to pay the late charge or  the  interest  provided  for  in  Section  5.5   on  up  to  two  ( 2)   occasions  during  each calendar  year,  provided  that  such  payments  are  made  to  Landlord  within  five  (5)   days after Tenant's receipt of notice that the same are due.








5.5      Tenant may  elect  to  extend the  Lease  for  up  to  three  (3)   one  (1)  month periods  after the Expiration Date with a minimum  of one hundred and twenty  (120)   days written   notification  prior  to  each  such   monthly  extension  elected.   For  each   monthly extension, the terms of this Lease shall continue,  including but not  limited to payment of the Basic Rental, and any elected additional parking spaces. During any extension elected in accordance with this Section, Section 30,  Holding Over shall not apply.




6.          Other Taxes Payable by Tenant.






Tenant  shall  be  responsible  for  and  shall  pay  before  delinquency  all  municipal, county  and  state  taxes  assessed  during  the  Term  of  this  Lease  against  any  personal property of Tenant of any kind, leased, owned by or placed in the Demised Premises by Tenant (such as furniture, fixtures and equipment)




7.         Use.






7.1      The  Demised  Premises  shall  be  used,  if  at  all,  only  for  the  purposes  of "Tenant's Use" as set forth in Section 1 (h)  hereof, and for no other purpose or purposes whatsoever.




7.2       Tenant shall not do or permit to be done in or about the Demised Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or  will  in  any  way  conflict  with  any  law,  statute,  ordinance  or  governmental  rule  or regulation now  in  force or  which may  hereafter  be enacted  or  promulgated, or  which  is prohibited by the  standard form  of fire  insurance  policy,  or  will  in  any  way  increase the existing  rate  of  or,  except  for  office  use,  affect  any  fire  or  other  insurance  upon  the Building or  any of  its contents, or  cause  a cancellation of  any insurance  policy  covering the Building or any part thereof or any of its contents, or, except for office use, adversely affect or interfere with any services required to be furnished by Landlord to Tenant, or to any other tenants or occupants of the Building, or with the proper and economical rendition of any such service.   Tenant shall  not do or permit  anything to be done in or about the Demised Premises which will in any way materially or adversely obstruct or interfere with


the rights of other tenants of the  Building, or  use or  allow  the Demised Premises  to  be used for any unlawful purpose nor shall Tenant cause, maintain or permit any nuisance in, on or about the Demised Premises or commit or suffer to be committed any waste in, on or  about the Demised  Premises.    Except  for  office use, if  anything done, omitted to  be done or suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon or  about  the  Demised  Premises  shall  cause  the  rate  of  fire  or  other  insurance  on  the Building  in companies  acceptable to  Landlord  to  be  increased  beyond  the  minimum  rate from  time  to  time  applicable  to  the  Building, Tenant  shall  pay  the  amount  of  any  such increases.    Tenant shall indemnify Landlord against any loss resulting from breach of this Section 7.2.




7.3       Tenant shall not cause or permit the use, generation, storage or disposal in or about the Demised Premises or the Building of any Hazardous Materials (as hereinafter defined)   unless  Tenant   shall   have   received   Landlord's   prior  written   consent,  which Landlord  may  withhold  or  at  any  time  revoke  in  its  sole  discretion.     Tenant  hereby covenants to indemnify and hold Landlord, its successors and assigns, harmless from any loss, damage, claims, costs, liability or cleanup costs arising out of Tenant's use, handling, storage or disposal of Hazardous Materials in violation of applicable laws, rules, regulations or  ordinances  relating  to  office  use  on  the  Demised  Premises.     Notwithstanding  the foregoing  or  anything  else  to  the  contrary  contained  in  this  Lease,  without  Landlord's approval  or  consent,  Tenant  may  utilize  typical  amounts  of  such  Hazardous  Materials typically utilized  in offices  in  accordance  with  all Laws  (as  hereinafter defined).    Tenant shall defend, indemnify and hold  Landlord harmless from and against  any and all losses, costs   (including   reasonable   attorneys'   fees),   liabilities   and   claims   arising   from   any violations  of  applicable  laws  by  Tenant  relating  to    Hazardous  Materials  that  hereinafter become  located in,  on  or  under  the  Development  as  a  result  of  the  act  or  omission  of Tenant, its agents, employees and contractors and shall assume full responsibility and cost to  remedy  such  violations  to  a  standard  which  is  applicable  to  office  use.  Landlord represents and warrants that the Development does not contain any Hazardous Materials in violation of any applicable laws.   For purposes hereof, "Hazardous Materials" shall mean any  toxic  or  hazardous  waste  or  substance  (including,  without  limitation,  asbestos  and petroleum products) which is regulated by applicable law.








7.4     Tenant  shall  use  the  telecommunications  closets  on  the  7th  floor  and  8'h
I


Monroe  wing  of  the  Demised  Premises  solely  for  cabling,  equipment  dedicated  to  the distribution  of  data, telecommunications, Supplemental Equipment  and  equipment  relating to   building   systems,   such   as,   without   limit? tion,  AV   equipment.      Should   Tenant's installation  of  such  items  exceed  the  applicable  levels  in  the  Building  Design  Criteria, Tenant shall, at its expense, as provided in  and subject to the provisions of Section 8.4, pull electricity from Tenant's panel to support such equipment  (the existing UPS circuit will


not be available  to Tenant for such purpose)  and add any necessary  cooling  equipment. Any  cooling  equipment  installed  by  Tenant  in  such  telecommunication  closet(s)   shall  be deemed  Supplemental  Equipment.    Landlord  may  leave  in  the  telecommunications  closet life safety equipment related to the operation of a multi-tenant commercial building.




Will agree to remove this language for the initial lease term but not for extensions or as it pertains to the 8'h floor.
8.        Operation  of the Development  and Services.






8.1      Landlord  shall,  at  Landlord's  sole  cost  and  expense,  keep  and maintain  in good  order  and  repair  (including  without  limitation  any  replacements  thereof)  the  base­ building  structure  and  systems, including  without  limitation, the  roof, gutters,  downspouts, exterior doors, windows, window  seals, exterior walls, floor slabs, raised floor  (other  than damage to the raised floor caused by Tenant and only to the extent that any such damage is not caused by or as a result of modifications to the raised floor approved by Landlord), foundation, footings, all structural portions (interior and exterior) of the Demised Premises, elevators,  electrical,  plumbing  and  heating,  ventilating  and  air-conditioning   (collectively, "HVAC")   systems,   fire   and   life   safety   systems,   Critical   Building   Systems,   building management  systems,  restrooms,  the  lobby,  Common  Area  lighting,  sidewalks,  alleys, exterior  landscaping  and  other  Common  Areas   and  facilities   of  the   Development,  in accordance with Class A standards of operation, maintenance and repair at Class A office buildings in the central business district of the City of Detroit.   In the event any Laws (as hereinafter defined)  are introduced requiring the modification or retrofitting of the foregoing or  to  use  or  occupy  the  Demised  Premises  or  Development,  all  such  work  shall  be Landlord's responsibility.   Landlord shall also install, maintain, repair and replace or cause public  utilities  or  other  service   providers  to   install,  maintain,  repair  and  replace,  all necessary  lines  for  water,  gas,  sewer,  wiring,  and  utility  connections  whether  inside  or outside  of the Demised  Premises  or the  Building.    Landlord  shall  promptly complete  any such  repairs  and repair  any  and all damage  to the  Demised  Premises  which  may  result from such repairs and maintenance.




8.2                  During the Lease Term,  Landlord  shall  not permit  any portion  of the Development  to   be   used  or  occupied   for   a   use  which   would   be  inconsistent  with maintaining  a highly  respected  public  image  for  the  Building,  including,  without  limitation, any of the "Prohibited Uses," described on Exhibit "G" hereto.   Tenant agrees not to use, or permit to be used any portion of, the Demised Premises for any of the Prohibited Uses.




8.3      (a)  During  the  Term  Landlord  shall  maintain  a  concierge/security  desk  in the Building lobby adjacent to the front entrance of the Building.


(b)       Landlord   shall   provide   security   monitoring   for   the   Development (including  the  Parking  Structure),  twenty-four   (24)   hours  per  day,  365  days  per  year, through the Building command center pursuant to and in accordance with the Security Specifications  (as  hereinafter  defined).  Exhibit  "G"   hereto sets forth  the  current  Building standard   security   specifications,   procedures   and   systems   ("Security   Specifications"). During  the  Term,   Landlord  shall,  at  its  sole  cost  and  expense,  cause  the  Security Specifications to be in place and enforced. Tenant agrees to comply with the Security Specifications as  the  same  may  be  reasonably  modified  from  time  to  time  by  Landlord, provided that (i) the Security Specifications shall at all times be consistent with security specifications for Class A office buildings in the downtown Detroit central business district; (ii)  Landlord  shall give  Tenant written  notice  not  less than  thirty  (30)   days prior  to  any material  change  in  the  Security  Specifications;  and  (iii)   Landlord  shall  not  make  any change  in  the  Security  Specifications  which  would  have  a  material  adverse  effect  on Tenant.    Landlord shall  provide  building  access  to  all  employees  and  vendors of Tenant and  Tenant's  sub essees  (collectively,  "Cardholders")  twenty-four   (24)   hours  per  day, three hundred sixty-five  ( 3 6 5)  days per year.   Landlord shall replace lost access cards, at the expense of Tenant, for a charge of Ten Dollars  ($10.00) per card.   Cardholders shall not  be  required  to  sign  in  at  the  security  desk  or  elsewhere  in  the  Common  Areas provided  the  Cardholders  have  a  Tenant  or  Building  management  issued  identification access card.




(c)      Tenant shall have access to the Demised Premises and the Parking Structure twenty-four  ( 2 4)  hours per day, 3 6 5 days per year, subject to Section 3 9 hereof and Exhibit "D"  hereto.




8.4  Landlord will arrange for the furnishing of electricity to the Demised Premises. Basic Rental includes all charges for consumption of electricity for normal office purposes. If Tenant requires electrical current  beyond  the Building Standard Load  as defined in the Building Design Criteria, Tenant shall pay for such consumption as additional rent. Charges for  excess  electrical  consumption  shall  be  billed  monthly  as  additional  rent.  Any  ducts, conduit or wiring to meet Tenant's excess electrical requirements, upon written request of Tenant,  will  be  installed  by  Landlord,  at  the  sole  cost  and  expense  of  Tenant  if,  in Landlord's  sole judgment, the same are necessary  and will not cause permanent damage or  injury  to  the  Building  or  the  Demised  Premises  or  cause  or  create  a  dangerous  or hazardous condition or entail excessive or unreasonable alterations, repairs or expense or interfere with or disturb other tenants or occupants.




8.5       (a)       Landlord  shall  furnish  the  Demised  Premises  with  heat,  ventilation and air conditioning to the extent required for the occupancy of the Demised Premises in accordance  with  the  specifications  set  forth  in  the  Building  Design  Criteria  set  forth  on Exhibit  "C" hereto  except  as may  be  prohibited  by  any  applicable  policies  or regulations


adopted by any utility or governmental agency or on Holidays ("Normal Business Hours"). "Holidays"  means   New  Year's   Day,   Memorial   Day,   Independence  Day,   Labor   Day, Thanksgiving Day, and Christmas Day.




From  an  HVAC  perspective, the  Demised  Premises  shall  be  turned  over  in  as-is condition and in its current configuration and shall meet the specifications set forth in the Building Design Criteria set forth on Exhibit "C" hereto.   Any changes to the HVAC system require approval of Landlord and shall be at Tenant's sole cost and expense.  Landlord's approval  of  HVAC  changes  shall  not  constitute  Landlord's  representation that  the  HVAC system  as modified  will  meet  the  specifications  set  forth  in  the  Building  Design  Criteria. Similarly,  changes to the configuration of the Demised  Premises  or Tenant's  use of, and level of occupancy in, the Demised Premises may affect Landlord's ability to deliver HVAC meeting the specifications of the Building Design Criteria.




(b)       Landlord  may  make  HVAC  services  available  to  Tenant  at  all  times beyond  Normal  Business  Hours  promptly  upon  written  request  (which  may  be  by  email) from  Tenant.     Tenant  shall  pay  as  additional  rent  the  cost  of  providing  all  heating, ventilating  and  air  conditioning,  to  the  Demised  Premises  during  hours  requested  by Tenant outside Normal Business Hours, such additional rent to be in an amount equal  to Fifty  Dollars   ($50.00)  per  hour  for   heat  and  air  conditioning.     Notwithstanding  the foregoing,   Landlord   shall   only   be   required   to   provide   heating,   ventilating   and   air conditioning to the extent available utilizing the existing equipment servicing the Building or replacements of such equipment to the same specification as originally installed.




(c)       Notwithstanding anything in this Lease to the contrary, Landlord shall have the right from time to time, with the prior consent of Tenant, to turn off any and all Building Systems other than during Normal Business Hours.




8. 6      Landlord  shall _also furnish  at  Landlord's  sole  cost  and  expense  except  as otherwise provided in this Lease, janitorial service in accordance with Exhibit "D" hereto to the Demised Premises during the times and in the manner described in Exhibit "D" hereto.




8.7       Landlord  shall  provide  the  existing  elevator  service   (including  the  freight elevators),  24 hours per day, 3 65 days per year.




8.8      Except as otherwise provided in this Lease, Landlord shall not be in default hereunder or be  liable  for any damages  directly  or indirectly resulting  from,  nor shall  the rental herein reserved be abated by reason of:    (a)  the installation, use or interruption of use of any equipment  in connection with  the  furnishing  of  any of the  foregoing services, (b)  failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord or by the


making of necessary repairs or improvements to the Demised Premises or to the Building, or (c)  any limitation, curtailment, rationing or restriction on use of water, electricity, steam, gas or any other form of energy serving the Demised Premises or the Building.   Landlord shall use reasonable efforts diligently to remedy any interruption in the furnishing of such services.




8.9      Landlord  shall  provide  at  Landlord's  cost  lighting and running  hot  and cold water 24 hours per day, 3 65 days per year for normal office purposes and hours.




8.10    Landlord  shall  maintain  the  loading  dock  to  the  Building  ("Loading  Dock") during  the  Lease  Term  as  a  loading  dock,  in  good  operating  condition,  in  a  manner consistent with  a first-class  building  in the central  business  district of the City  of Detroit, and shall provide Tenant with access to the Loading Dock twenty-four  (24)  hours per day three  hundred  sixty-five  (365) days  per  year.    Tenant's  use  of  the  Loading  Dock  shall comply with the Rules.




8.11    Notwithstanding  the  foregoing  or  anything  else  to the  contrary  contained  in this  Lease,  Tenant  shall  have  the  right  to  install,  at  Tenant's  expense,  and  subject  to obtaining Landlord's  consent, supplemental  HVAC  equipment  ("Supplemental  Equipment") in  or  serving  the  Demised  Premises.     Tenant  shall  maintain,  repair  and  replace  the Supplemental Equipment such that the Supplemental Equipment is and remains in good condition and repair and Tenant shall repair any damage to the Demised Premises and the Building caused by use of the Supplemental  Equipment and the installation, maintenance, repair  or  replacement  of  the  Supplemental  Equipment  and  shall,  at  Landlord's  request, remove the Supplemental Equipment at the end of the Term.    Any such Supplemental Equipment shall be sub-metered  at Tenant's  expense for usage and Tenant shall pay the cost of such usage.




9.         Alterations  and Repairs.






9.1      Subject to  the  terms  of  this  Lease,  Tenant  shall  not  make  or  suffer  to  be made  any  alterations,  additions  or  improvements  to  or  of  the  Demised  Premises  or  any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's consent.     All   such  alterations,  additions  and   improvements  requiring  the  consent  of Landlord  shall   be  performed  by  the   applicable   Contractor  and  subject  to   conditions reasonably specified by Landlord.  If any such alterations, additions or improvements to the Demised  Premises  consented  to  by  Landlord  shall  be  made  by  Landlord  for  Tenant's account  and  at  Tenant's  request,  Tenant  shall  reimburse  Landlord  for  the  cost  thereof (including a reasonable charge for Landlord's  overhead related thereto at prevailing market rates,  not  to  exceed  five  percent  ( 5%)  of  the  cost  of  such  work)  as  the  work  proceeds within  thirty  (30)   days  after receipt  of  statements  therefor.    Exhibit  "C"   hereto  shall  be


applicable  to  any  such  alterations,  additions  or  improvements.  In  connection  with  any alteration requiring Landlord's consent, Tenant shall reimburse Landlord for the actual reasonable fees charged to Landlord by a third-party architect or the Contractors (if such Contractor(s)  do  not perform the  work)  for  review  of  the  alteration plans  relating  to  the systems originally installed by such Contractor.




9.2       Subject to the provisions  of  Section  8.1 hereof  and the other provisions of this  Lease,  Tenant,  shall  keep  the  Demised  Premises  and  every  part  thereof  in  good condition and repair.   Except as otherwise set forth in this Lease, Tenant hereby waives all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Demised Premises except  as provided  by  law,  statute or  otherwise now  or hereafter  in  effect. All repairs made by or on behalf of Tenant shall be made and performed in such manner as Landlord  may  designate,  by  contractors  or  mechanics  reasonably  approved  by  Landlord and in  accordance  with  the Rules  relating  thereto  annexed  to  this  Lease  as Exhibit  "C" hereto and all Laws. Tenant shall, subject to the provisions  of Section 9.3  hereof, at the end of the term hereof surrender to Landlord the Demised Premises in the same condition as  when  received,  ordinary  wear  and  tear,  repairs  to  be  made  by  Landlord,  alterations made by Tenant with Landlord's consent or which did not require Landlord's consent, and damage  by  fire,  earthquake,  act  of  God  or  the  elements  excepted.    Landlord  has  no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof and no representations respecting the condition of the Demised Premises or the Building have been made by Landlord to Tenant except as expressly set forth herein.




9.3      Upon  the  termination  of  this  Lease  by  lapse  of  time  or  otherwise, Tenant shall   surrender   the   Demised   Premises  together   with   all   alterations,   additions,   and improvements thereto, in reasonably good order and repair, except for ordinary wear and tear,  damage  by  fire,  earthquake,  acts  of  God  or  the  elements,  and  damage  for  which Tenant  is  not  obligated  to  make  repairs  under  this  Lease,  failing  which  Landlord  may restore the  Demised  Premises  to  such  condition  and  Tenant  shall  pay  the  cost  thereof. Upon such termination all installations, alterations, additions, hardware and improvements, including partitions which may have been installed by either Landlord or Tenant upon the Demised  Premises,  shall  remain  upon  the  Demised  Premises  and  shall  be  Landlord's property, all without compensation, allowance, or credit, except that Tenant's trade and moveable fixtures and furniture, business equipment, moveable partitions, telephone and telecommunication equipment, wiring  and cabling,  computer systems  and any other items of personal property shall  remain  Tenant's property.    It is further provided, however, that (a)  if at the time Landlord approves Tenant's plans therefor Landlord so directs by written notice  to   Tenant,   Tenant   shall   also   promptly  remove   such   installations,   alterations, additions, hardware and improvements placed in the Demised Premises by Tenant (which, for purposes of this Section 9.3  may include floor tiles as part of the raised floor, modified


by Tenant) and designated in the notice, failing which Landlord may remove the same and Tenant shall pay the reasonable cost of such removal and of any necessary restoration of the Demised Premises.




10.      Liens.






Nothing contained in  this Lease  shall authorize or empower  Tenant to  do any act which shall in any way encumber Landlord's title to the Building, nor in any way subject Landlord's title to any claims by way of lien or encumbrance whether claimed by operation of law or by virtue of any expressed or implied contract of Tenant, and any claim to a lien upon the Building or Demised Premises arising from  any act or omission of Tenant shall attach only against Tenant's  interest and shall in all respects be subordinate to Landlord's title to the Building.   Notwithstanding the foregoing or anything else to the contrary in this Lease, if  a construction  or mechanics  lien  is  recorded  against  the  Demised  Premises or Building for work done or materials claimed to have been furnished to Tenant, Tenant shall not  be  in  default  unless  Tenant  has  not  removed  any  such  lien  or  encumbrance  or delivered to Landlord a title indemnity or bond or other security reasonably satisfactory to Landlord  within  twenty  (20) days  after  written  notice  to  Tenant  by  Landlord  and  in  the event of such failure, Landlord may pay the amount necessary to remove such lien or encumbrance,  without  being  responsible  for  making  any  investigation  as  to  the  validity thereof, and the amount so paid shall be deemed additional rent reserved under this Lease due and payable forthwith.




11. Destruction  or Damage






11.1    (a)          In  the  event  the  Demised  Premises  or  any  portion  of  the  Building necessary  for  Tenant's  occupancy  are  damaged  by  fire,  earthquake,  act  of  God,  the elements or other casualty in each case insured against by Landlord's fire and extended coverage insurance policy  covering the Building  and, if Landlord's  reasonable  estimate of the cost of making such repairs does not exceed the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000),  Landlord shall forthwith repair the same if such repairs can, in Landlord's opinion, be completed within ninety (90)  days after commencement of such repairs'  provided,  however, that Landlord  shall have no obligation to repair any damage to or replace any property or effects of Tenant, and Landlord's sole obligation shall be to repair Landlord's  work (as per Exhibit "C").   This Lease shall remain in full force and effect except that and abatement of Basic Rental shall be allowed Tenant for such  part  of the  Demised  Premises as  shall be  rendered  unusable  by Tenant in the conduct of its business during the time such part is so unusable to the extent Landlord is reimbursed therefor by loss of rental income or other insurance.   If such repairs cannot, in Landlord's  opinion, be made within ninety  (90) days, or if such damage or destruction is not insured against by Landlord's fire and extended coverage insurance policy covering the


Building or if Landlord's  reasonable  estimate of the cost  of making  such repairs exceeds the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord may  elect, upon notice to Tenant within thirty  (30)   days after the date of such fire  or other casualty, to repair  or restore  such damage,  in  which  event  this  Lease  shall continue in full force and effect, but the Basic Rental shall be partially abated as provided in this Section 11.1.  If Landlord elects not to make such repairs, this Lease shall terminate as of the date of such election by Landlord.
(b)          In the  event  Landlord  shall  repair  the Demised  Premises,     Tenant shall  reconstruct the  Demised  Premises  (other  than  Landlord's  work)  in  accordance with working  drawings  originally   approved   by  Landlord  pursuant  to   Exhibit  "C",  and  such modifications  thereto  as  shall  be  approved  by  Landlord  in  writing.    In  not  event  shall Landlord be required to repair  or replace  any of the leasehold  improvements installed by Tenant,  Tenant's  merchandise,  trade  fixtures,  furnishings,  equipment  or  other  personal property.   Tenant shall repair or replace its merchandise, trade fixtures, furnishings and equipment in a manner and to at least a condition equal to that immediately prior to such damage or destruction.


11.2    A total destruction of the Building shall automatically terminate this Lease.


11.3      If the Demised Premises are to be repaired under this Section 11, Landlord shall repair at its cost any injury or damage to the Building itself and improvements in the Demised Premises to be constructed or installed by Landlord as set forth in Exhibit "C".


12.      Subrogation.


Landlord  and  Tenant  shall  each  obtain  from  their  respective  insurers  under  all policies of fire insurance maintained by either of them at any time during the Term insuring or covering the Building or any portion thereof or operations therein, a waiver of all rights of  subrogation  which  the  insurer  of  one  party  might  have  against  the  other  party,  and Landlord and Tenant shall each indemnify the other against any loss or expense, including reasonable attorneys' fees, resulting from the failure to obtain such waiver and, so long as such  waiver  is  outstanding,  each  party  waives,  to  the  extent  of  the  proceeds  received under  such policy  (including  proceeds  which  would  have  been received but  for  a party's failure to maintain insurance hereunder),  any right of recovery  against the other party for any loss covered  by the  policy  containing  such  waiver;  provided,  however,  that  if at  any time their respective insurers shall refuse to permit waivers of subrogation, notwithstanding such party's  commercially  reasonable  efforts  to  obtain  the  same,  Landlord  or  Tenant,  in each instance, may  revoke said waiver  of subrogation effective thirty  ( 30)  days from the date of such notice, unless within such thirty  ( 30)  day period, the other is able to secure


and furnish (without additional expense)  equivalent insurance with such waivers with other companies satisfactory to the other party.
13.     Eminent  Domain.


If  all  or  any  part  of  the  Demised  Premises,  Parking  Structure  or  portions  of  the Common Areas reasonably required for Tenant's  operations in the Demised Premises shall be  taken  as  a  result  of  the  exercise  of  the  power  of  eminent  domain,  this  Lease  shall terminate  as  to  the  part  so  taken  as  of  the  date  of  taking,  and,  in  the  case  of  partial taking,  Landlord  shall  have  the  right  to  terminate  this  Lease  as  to  the  balance  of  the Demised Premises by notice to the other within thirty (30)  days after such date; provided, however, that  a condition to the exercise  by Landlord  of such  right to terminate shall be that the portion of the Demised Premises taken shall not be of such extent and nature substantially to handicap, impede or impair Tenant's use of the balance of the Demised Premises.      In  the   event  of   any  taking,   Landlord   shall   be  entitled  to   any  and   all compensation, damages,  income,  rent,  awards,  or  any  interest  therein  whatsoever  which may  be  paid  or  made  in  connection  therewith,  and  Tenant  shall  have  no  claim  against Landlord for the value of any unexpired term of this Lease or otherwise.
14.     Landlord's  Insurance.


Landlord shall, during the Term, provide and keep in force or cause to be provided or kept in force:


(a)       Commercial general liability insurance with respect to Landlord's operation of the Development for bodily injury or death and damage to property of others in minimum amounts of Five Million Dollars ($5,000,000) combined single limit for injury to persons in any  one  occurrence,  and  Five  Million  Dollars  ($5,000,000),  combined  single  limit  for damage to property in any one occurrence. The foregoing insurance may be provided by a combination of Landlord's primary and umbrella policies;




(b)       Property  insurance  for  damage  to  the  premises  and  Landlord's  personal property related to the ownership or management of the premises excluding Tenant's trade fixtures,  equipment  and  personal  property for  the  full  replacement value  of  the Development;




(c)       Loss  of  rental  income  insurance;  together  with  such  other  insurance  as Landlord,  in  its  reasonable  discretion,  elects  to  obtain  consistent  with  the  insurance maintained  by  prudent  owners  of  comparable  Class  A  office  buildings  in  the  central business  district  of  the  City  of  Detroit.    Subject  to  and  without  limiting  the  foregoing, insurance effected by Landlord shall be in amounts which Landlord shall from time to time


determine reasonable  and  sufficient, shall  be  subject  to  such  deductibles and exclusions which   Landlord  may  deem   reasonable   and  shall   otherwise   be  on  such  terms   and conditions  as  Landlord  shall  from  time  to  time  determine  reasonable  and  sufficient, provided that the same are comparable to such terms contained in policies maintained by prudent owners  of comparable Class  A Office buildings in the central business district of the City of Detroit.




(d)         General  Insurance  Provisions  -   If  requested  by  Tenant,  certificates  of insurance for such insurance shall be delivered by Landlord to Tenant on or before the Execution Date and at least annually thereafter.   Landlord shall use reasonable efforts to cause each such policy to contain an endorsement prohibiting cancellation or reduction of coverage without first giving Tenant at least thirty (30) days' prior written notice of such proposed action.


15.      Indemnification  and Tenant's Insurance.


15.1      (a)      Tenant hereby waives all claims against Landlord for damage to any property or injury or death of any person in, upon or about the Demised Premises arising at any time and from any cause whatsoever, and Tenant shall indemnify, defend and hold Landlord harmless from any damage  to any property or injury to or death of any person arising in, on or about the Demised Premises.




(b)      Landlord hereby waives all claims against Tenant for damages to any property or injury or death of any person in, upon or about the Development  (other than the Demised Premises)  arising at any time and from any cause whatsoever, and Landlord shall  indemnify,  defend  and  hold  Tenant  harmless  from  any  damage  to  any  property  or injury to or death of any person arising in, on or about the Development  (other than the Demised Premises).




(c)       The  foregoing   indemnity  obligation  of  Tenant  and   Landlord  shall include reasonable attorneys' fees, investigation costs and all other reasonable costs and expenses incurred by the indemnified party from the first notice that any claim or demand is to be made or may be made.




(d)     The provisions of this Section 15.1  shall survive the termination of this


Lease with respect to any damage, injury or death occurring prior to such termination.




15.2     Tenant   shall   procure   and   keep   in   effect   commercial   general   liability insurance, including property damage and contractual liability, on an occurrence basis with bodily injury and property damage combined  single limits of liability of not less than Two Million  Dollars  ($2,000,000)  per  occurrence.     Such  insurance  shall  name  Landlord,


Landlord's   property  manager,   if  applicable,   as   "additional  insureds",  shall   specifically include  the  liability  assumed  hereunder  by  Tenant,  and  shall  provide  that  it  is  primary insurance and not excess over or contributory with any other valid, existing and applicable insurance  in  force  for  or  on  behalf  of  Landlord.    Tenant  shall  use  reasonable  efforts  to cause each such policy to contain an endorsement prohibiting cancellation or reduction of coverage without first giving Landlord at least thirty (30)  days prior written notice of such proposed action.


15.3    Tenant shall maintain property insurance against the risks of physical loss for the  full  value  of  all  personal  property  and  leasehold  improvements  within  the  premises, including business interruption coverage for loss of income, continuing expenses, and extra expenses.


15.4    In accordance with the statutory requirements set by the State of Michigan, tenant shall carry workers compensation insurance, including employer's liability insurance.


15.5    Intentionally Deleted.




15.6     Tenant  shall  deliver  policies  of  the  insurance  required  pursuant  to  Section


15.2 hereof or certificates thereof to Landlord on or before the Commencement Date, and thereafter  at  least  thirty  ( 30)   days  before  the  expiration  dates  of  expiring  policies.    All insurance  required  to  be  maintained  by  Tenant  under  this  Lease  shall  be  issued  by insurance companies admitted to do business in the State of Michigan and having an A.M. Best & Co. financial strength rating of "A" or better.


16.       Compliance  with Legal Requirements.


16.1    Except  as  provided  in  Section  16.2  hereof  and  for  the  obligation  of  other tenants  of the  Building  with  respect  to  their  respective  premises,  Landlord  shall  promptly comply   with   all   laws,   statutes,   ordinances   and   governmental   rules,   regulations   or requirements  now  in  force  or  which   may  hereafter  be  in  force  with  respect  to  the Development,  including,  without   limitation  The  Americans  with   Disabilities  Act   (herein referred to as "Laws").    In addition, Landlord shall promptly comply with the requirements of any board  of fire  underwriters  or other similar  body  now  or hereafter constituted, with any occupancy certificate or directive issued pursuant to any Law by any public officer or officers, as  well  as  the  provisions  of  all  recorded  documents  affecting  the  Development, insofar as any thereof relate to or affect the Development.


16.2    Tenant  shall  promptly  comply  with  all  Laws,  with  the  requirements  of  any board  of  fire  underwriters  or  other  similar  body  now  or  hereafter  constituted  of  which Tenant  has  been  notified of  in  writing, with  any  occupancy  certificate  or directive  issued pursuant  to  any  Law  by  any  public  officer  or  officers,  as  well  as  the  provisions  of  all Current  Encumbrances  (as  hereinafter  defined),  insofar  as  any thereof relate to or affect the  condition,  use  or  occupancy  of  the  Demised  Premises,  excluding  requirements  of structural changes  not  related to  or  affected  by improvements  made  by  or for Tenant  or not necessitated by Tenant's  act.   Tenant shall have the right to contest, without cost to Landlord,  the  validity  or  application  of  any  such  rule,  order  or  regulation  required  to  be complied  with  by  Tenant  pursuant  to  Section  16  hereof  and  may  postpone  compliance therewith, provided such contest does not subject Landlord to criminal prosecution for noncompliance  therewith   and,  further,   provided,  that  Tenant   promptly  pays  all  fines, penalties and other costs and interest thereon imposed upon Landlord as a result of such noncompliance.


16.3    If there  is  now  or  shall  be  installed  in  the  Demised  Premises  a  "sprinkler system", and such system or any of its appliances shall be damaged or injured by reason of  any act or omission  of Tenant, or Tenant's  agents, servants, employees,  licensees  or visitors,  Tenant  shall  forthwith  restore  the  same  to  good  working  condition  at  its  own expense.   If the Fire Insurance Rating Organization or any bureau, department or official of the  state  or  city  government  having  jurisdiction   shall  require  or  recommend  that  any changes,  modifications,  alterations  or  additional  sprinkler  heads  or  other  equipment  be made  or  supplied  by  reason  of  Tenant's  business,  or  the  location  of  partitions,  trade fixtures, or other contents of the Demised Premises, after initial occupancy or if any such changes, or other contents of the Demised Premises, after initial occupancy or if any such changes, modifications, alterations, additional sprinkler heads or other equipment, become necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the first insurance rate as fixed by a Fire Insurance Company insuring the Building, as a result of Tenant's business, or the location of partitions, trade fixtures, or other  contents  of  the  Demised  Premises,  Tenant  shall,  at  Tenant's  expense,  promptly make  and  supply  such  changes,  modifications,  alterations,  additional  sprinkler  heads  or other equipment or remove  or relocate such  partitions, trade fixtures or other contents of the Demised Premises.


17.     Assignment and Subletting.


17.1    Except  as expressly  permitted  pursuant  to this  Article 17, Tenant shall  not, without the prior written consent of Landlord,  assign, encumber  or hypothecate this Lease or any interest herein or sublet the Demised  Premises or  any part thereof, or permit  the use of the Demised Premises by any party other than Tenant.   Landlord agrees that it will


not  unreasonably  withhold   its  consent  to   a  proposed  assignment  or  subletting.     In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed assignment or subletting, including, without limitation:   (a) the business reputation of the proposed  assignee  or subtenant and its officers, directors and owners;  (b)  the  nature  of  the  business  of  the  proposed  assignee  or  subtenant  and  its effect  on  the  other  tenants  of  the  Building;  (c)  the  financial  stability  of  the  proposed assignee or subtenant; and (d)  restrictions, if any, contained in leases or other agreements affecting the  Development.    Except  as  provided  in  Section  17.3  hereof, this  Lease  shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the consent of Landlord. Tenant shall not have the right to sublet or assign to a non-affiliate after the initial Term of this Lease.


17.2    (a)       If at any time or from time to time during the Term, Tenant desires to sublet all or any part of the Demised Premises or to assign this Lease, Tenant shall give notice  to  Landlord  setting  forth  the  proposed  subtenant  or  assignee,  the  terms  of  the proposed subletting and the space so proposed to be sublet or the terms of the proposed assignment, as the case may be.    If the proposed  subletting or assignment is to a non­ affiliate  of  Tenant,  Landlord  may  terminate  this  Lease  as  the  portion  of  the  Demised Premises  which  Tenant  proposes  to  sublet  or   assign,  such  termination   right  to   be exercised by notice from Landlord to Tenant within thirty (30)  days after Tenant's notice to Landlord of the proposed sublet or assignment, provided that such termination notice by Landlord shall not be effective if, within thirty (30) days after Landlord's termination notice to  Tenant,  Tenant give  notice  to  Landlord  retracting  the  proposed  sublet  or  assignment notice.
(b)       In  the   event  Tenant   shall   so  sublet   a   portion  of  the   Demised Premises to a non-affiliate of Tenant, or assign this Lease to a non-affiliate of Tenant, and Landlord  has not  terminated  this  Lease  fifty  percent  (50%)   of  all  of  the  sums  or  other economic consideration  received  by  Tenant as  a  result  of  such  subletting or  assignment whether  denominated  rentals  or  otherwise,  under  the  sublease  or  assignment,  which exceed in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease together with all reasonable costs (such as legal and brokerage fees and tenant improvements)   in  connection  with  such   assignment  or  subletting   (prorated  to   reflect obligations allocable  to  that  portion  of  the  Demised  Premises  subject  to  such  sublease) shall  be  payable  to  Landlord  as  additional  rental  under  this  Lease  without  affecting  or reducing any other obligation of Tenant hereunder.


17.3    Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the rental and to perform all  other  obligations to  be  performed  by  Tenant  hereunder.   The  acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord


of  any  provision  hereof.    Consent  to  one  assignment  or  subletting shall  not  be  deemed consent to any subsequent assignment or subletting.   In the event of default of any of the terms  hereof,  Landlord  may  proceed  directly  against  Tenant  without  the  necessity  of exhausting  remedies  against  such  assignee  or  successor.     Landlord  may  consent  to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its  or  their consent  thereto  and such  action shall not  relieve Tenant of liability under this Lease.


18.      Tenant Rules and Regulations.


Tenant  shall  faithfully  observe  and  comply  with  the  Tenant  rules  and  regulations annexed  to  this  Lease  as  Exhibit  "D"  hereto  and,  after  notice  thereof,  all  reasonable modifications  thereof  and  additions  thereto  from  time  to  time  promulgated  in  writing  by Landlord so long as such rules and regulations are uniformly applied to all other similarly situated  tenants  and  occupants  of  the  Building  (the  "Rules").     Landlord  shall  not  be responsible  to  Tenant  for  the  nonperformance  by  any  other  tenant  or  occupant  of  the Building  of  any  of  the  Rules, provided,  however,  Landlord  shall enforce  the Rules  on  a non-discriminatory basis, provided, further, however, that if the breach of any such rules or regulations shall  adversely  affect Tenant's  operations in the  Demised  Premises, Landlord shall  use  commercially  reasonable  efforts  to  enforce  the  same.    If  there  is  any  conflict between  this  Lease  and  such  rules  and  regulations,  the  provisions  of  this  Lease  will prevail.


19.      Entry by Landlord.


19.1     Landlord and its designees may enter the Demised Premises at reasonable times   to   (a)   inspect  the   Demised   Premises   (b)   exhibit   the   Demised   Premises  to prospective  purchasers  and  lenders  and  during  the  last  nine  (9)   months  of  the  Term, prospective tenants, (c) determine whether Tenant is complying with all of its obligations hereunder, (d)  supply janitor service and any other services to be provided by Landlord to Tenant hereunder,  and  (e)  make repairs  required  of  Landlord  under  the terms  hereof  or repairs   to   any   adjoining   space   or   utility   services   or   make   repairs,   alterations   or improvements to  any other portion  of the Building; provided,  however, that all such work shall be done as promptly as reasonably possible.   In connection with such entry, Landlord shall  use  its  commercially   reasonable  efforts  not  to  interfere  with  Tenant's   business operations in the Demised Premises and minimize any such interference and, except in an Emergency (as hereinafter defined), to only enter the executive offices and other areas containing  confidential  information  with  the  Demised  Premises  with  the  prior  consent  of


Tenant.    Except  pursuant  to   (d)   above  and  in  an  emergency,  an  event  requiring immediate action, e.g., danger to health, life or property, fire water seepage, sewer backup or  cessation  or  interruption  of  any  facility  servicing  the  like, (an  "Emergency"),  Landlord shall give  Tenant reasonable  prior  notice  (which  need  not  be  in  writing)  of entering  into the Demised  Premises  and Tenant  may  accompany  Landlord.  Tenant hereby  waives  any claim  for  damages  for  any  injury  or   inconvenience  to   or  interference  with  Tenant's business, any loss of occupancy or quiet enjoyment of the Demised Premises or any other loss  occasioned  by  such  entry  during  an  Emergency.    In  the  event  of  an  Emergency, Landlord  shall  give  reasonable  notice  under  the  circumstances  prior  to  entering  the Demised Premises.


19.2    Landlord shall at all times have and retain a key with which to unlock all of the  doors  in,  on  or  about  the  Demised  Premises  (excluding  Tenant's  vaults,  safes  and similar areas designated in writing by Tenant in advance and executive  offices and other areas   containing   confidential   information   as   reasonably   determined   by  Tenant);   and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors  in  any Emergency  in order to obtain entry to the Demised Premises, and  any entry to the Demised  Premises  obtained by  Landlord  by  any of said means,  or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful  entry  into  or  a  detainer  of  the  Demised  Premises  or  an  eviction,  actual  or constructive, of Tenant  from  the  Demised  Premises,  or  any  portion  thereof.    Damage  to the  Demised  Premises  resulting  from  Landlord's  entry  shall  be  repaired  at  Landlord's expense.


20.      Events of Default  - Tenant.


20.1    The  occurrence  of  any  one  or  more  of  the  following  events  (hereinafter referred to as "Events of Default")  shall constitute a breach of this Lease by Tenant: (a)  if Tenant  shall  fail  to  pay  the  Basic  Rental  or  any  other  sum  when  and  as  the  same becomes  due  and  payable  and  such  failure  shall  continue  for  more  than  ten  (10)  days after written notice thereof from Landlord; or (b)  if Tenant shall fail to perform or observe any other term hereof or of the rules and regulations referred to in Section 18 hereof to be performed  or  observed  by  Tenant,  such  failure  shall  continue  for  more  than  thirty  (30) days after written notice thereof from Landlord, and Tenant shall not within such thirty ( 30) day  period  commence  with  due  diligence  and  dispatch  the  curing  of  such  default,  or, having  so commenced,  shall  thereafter fail  or  neglect  to  prosecute  or complete  with  due diligence  and  dispatch  the  curing  of  such  default;  (c)   if  Tenant  shall  make  a  general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as  they  become  due  or  shall  file  a  petition  in  bankruptcy,  or  shall  be  adjudicated  as insolvent  or  shall  file  a  petition  in  any  proceeding  seeking  any  reorganization, arrangements, composition, readjustment, liquidation, dissolution or similar relief under any


present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or any material part of its properties; (d)  if within ninety  (90)   days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation,  dissolution  or  similar  relief  under  any  present  or  future  statute, law or regulation, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment without the consent of acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of any material part of its properties, such appointment shall not have been vacated; or (e)  if this Lease or any estate of Tenant hereunder shall be levied upon under any attachment or execution and such attachment or execution is not vacated within sixty ( 60)  days.


20.2     If, as a matter of law, Landlord has no right on the bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to assume or assign this  Lease,  in  addition  to  curing  or  adequately  assuring  the  cure  of  all  defaults  existing under this Lease on Tenant's part on the date of filing of the proceeding (such assurances being  defined  below),  Tenant,  as  debtor,  or  the  trustee  or  assignee  must  also  furnish adequate   assurances   of   future   performance   under   this   Lease   (as   defined   below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to  defray the  cost  of  such  a  cure.    Adequate  assurance  of  future performance under this  Lease  means  posting  a deposit  equal to  three  (3)   months'  rent, including  all other  charges  payable  by  Tenant  hereunder,  such  as  the  amounts  payable  pursuant  to Article 5 hereof, and, in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease,  and that its use of the Demised Premises will not  be  detrimental to  the  other tenants  in the  Building  or  Landlord.    In  a reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee must assume this Lease or assign it within one hundred twenty  (120) days from the filing of the proceeding, or he shall be deemed to have rejected and terminated this Lease.


21.      Remedies.




21.1     Any time an uncured Event of Default by Tenant as set forth in Section 20.1 hereof exists, Landlord, at its option, may terminate this Lease upon and by giving written notice of termination to Tenant as required by law (currently, at least thirty (30)  days prior written  notice),  or  Landlord,  without  terminating  this  Lease,  may  at  any  time  after  such default  or  breach,  without  notice  or  demand  additional  to  that  provided  in  Section  20.1 hereof (other than notice and/or demand required by applicable law), and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such default or breach  (other  than the aforesaid right of termination)  exercise any one or more of the remedies hereinafter provided in this Section 21.1, or as otherwise provided


by law, all of such remedies (whether provided herein or by law)  being cumulative and not exclusive:


Landlord shall have the right to recover the rental and all other amounts payable by Tenant under this  Lease as they become  due  (unless  and until  Landlord  has  terminated this Lease and all other damages incurred by Landlord as a result of an Event of Default.) Landlord may enter the Demised Premises either by summary proceedings or by any other lawful proceeding  (without  thereby incurring  any liability to Tenant and without such entry being constituted an eviction of Tenant or termination of this Lease)  and take possession of  the  Demised  Premises  excluding  all  personal  property  of  every  kind  on the  Demised Premises  not  owned  by  Landlord,  and  Landlord  shall  at  any time  and from  time  to time relet the Demised Premises or any part thereof for the account of Tenant, for such terms, upon  such   conditions   and   at  such   rental   as   Landlord   may   in  the   exercise   of   its commercially  reasonable  judgment   deem  proper.     In  the  event  of  such  reletting,   (i) Landlord shall receive and collect the rent therefrom and shall first apply such rent against such expenses as Landlord may have incurred in recovering possession of the Demised Premises, placing the same in good order and condition, altering or repairing the same for reletting,  and  such  other  expenses,  commissions  and  charges,  including  attorney's  fees and  real  estate  commissions,  together  with  an  additional  fifteen  percent  (15%)  of  such expenses, which Landlord may have paid or incurred in connection with such repossession and reletting, and then shall apply such rent  against the rent as it comes due under this Lease,  and  (ii)   Landlord  may  execute  any  lease  in  connection  with  such  reletting  in Landlord's name, as Landlord may see fit, and the tenant of such reletting shall be under no obligation to see to the application by Landlord of any rent collected by Landlord.


21.2    Landlord   shall   use   its   commercially   reasonable   efforts   to   mitigate   its damages in the event of an uncured Event of Default, but Landlord  shall not be required to  favor  the  Demised  Premises  if  there  are  other  vacant  comparable  premises  in  the Building.


22.     Termination  upon Default.


Upon  a  termination  of  this  Lease  by  Landlord  pursuant  to  Section  21  hereof, Landlord  shall  be entitled  to  recover  from Tenant the  aggregate of:  (a)  the  worth at the time of award of the unpaid rental which had been earned at the time of termination;  (b) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until  the time of award exceeds  the then reasonable  rental value of the Demised Premises during such period; (c)  the worth at the time of the award of the amount by which the unpaid rental for the balance  of the term of this  Lease after the time of award exceeds the reasonable rental value of the Demised Premises for such


period; and (d)  Landlord's other actual damages (if any),  proximately caused by the Event of Default.   The "worth at the time of award" of the amounts referred to in clauses (a)  and (b)  above is computed from the date such rent was due or would have been due, as the case may be, by allowing interest at the rate of two percent  ( 2%) in excess of the prime rate as published  in The Wall Street Journal  or, if a higher rate is legally permissible, at the highest rate legally permitted.   The "worth at the time of award" of the amount referred to in clause (c)  above is computed by discounting such amount at the discount rate of the Federal  Reserve   Bank  of   Chicago   at  the   time   of   award,   plus   one   percent   (1% ). Notwithstanding the provisions of Section  2 2 hereof to the contrary, Tenant shall continue to pay the difference between the rental herein  reserved  over the then reasonable  rental value of the Demised  Premises for the remainder  of the stated term on a monthly basis until such time, if at all, that such amounts are in arrears for in excess of sixty ( 60)  days, in  which  event  Landlord  shall  have  the  right  to  accelerate  such  amounts  in  accordance with Section 2 2 (c)  hereof.


23.        Landlord's  Right to Cure Defaults.


All covenants, terms  and conditions  to be  performed by Tenant under  any of  the terms of this Lease shall be at its sole cost  and expense  and without any abatement of rental except as expressly provided herein.   If Tenant shall fail to pay any sum of money, Basic Rental and other than Basic Rental, required to be paid by it hereunder or shall fail to  perform  any  other  act  on  its  part  to  be  performed  hereunder  and  such  failure  shall continue for thirty ( 30)  days after notice thereof by Landlord, and such failure results in an Event of Default, Landlord may, but shall not be obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant's part to be made or performed as in this Lease provided.   All sums so paid  by Landlord  and  all necessary  incidental  costs shall  be  deemed additional rental hereunder and shall be payable to Landlord on demand, and Landlord shall have (in addition to any  other right  or  remedy  of  Landlord)  the  same  rights  and  remedies  in  the event  of  the nonpayment  thereof  by  Tenant  as  in  the  case  of  default  by  Tenant  in  the payment  thereof by Tenant as in the  case of default by Tenant in the payment of  Basic Rental.


24.       Landlord's  Default


Landlord  shall  not  be  deemed  in  default  under  the  terms  of  this  Lease unless (i) Landlord shall fail to pay any amount payable hereunder when and as such sum becomes due and payable  and such failure shall continue for more than thirty  (30) days after written notice thereof from Tenant or (ii)  Landlord shall fail to perform its obligations under this Lease for more than thirty  (30) days after written notice of such default shall have been received by Landlord  (except in the event of an Emergency, in which case no


notice  or  cure  period  shall  be  required),   provided  that  if  the  curing  of  such  default reasonably  requires in excess of thirty  (30)   days (except  in the case of an Emergency), Landlord  shall  not  be  deemed  in  default  hereunder  if  it  shall  commence  to  cure  such default within  such thirty  ( 30)  day period  and  thereafter  diligently  prosecutes such  cure, then Tenant shall have its rights and remedies provided at law and in equity and pursuant to the provisions of this Lease.    In addition and notwithstanding the foregoing or anything else to  the contrary contained in this Lease, if  any such default materially  and adversely affects Tenant's use of the Demised Premises then, Tenant shall have the right but not the  obligation to  cure  or  correct  said  default  provided  Tenant  shall  give  Landlord five  (5)   days'  prior  written  notice  of  its  intention  to  cure  or  correct  the  Landlord  default (and  for defaults for which Landlord is provided a five  (5)  day cure period, Landlord has failed to cure said default within such five  ( 5)  day cure period)  except in an Emergency when only reasonable notice will be provided.   In connection with the exercise of its rights under  this  Section,  Tenant  shall  use  reasonable  efforts  not  to  materially  and  adversely affect   other  tenants'   occupancy   of   the   Building   and  Tenant   may  only   engage   the
Contractors to perform any work involving the Critical Building Systems.








Lease.
 
The provisions of this Section  24  shall survive the expiration or termination of this







25.     Attorneys Fees


The   prevailing   party   in   any   lawsuit   between   Landlord   and   Tenant   shall   be reimbursed by the non-prevailing  party for its reasonable attorney's fees and costs.


26.     Subordination  and Nondisturbance  Agreement.


2 6.1    (a)       Landlord represents  and warrants to Tenant that the Development is only encumbered by the matters identified on Exhibit "F" hereto ("Current Encumbrances"). If  Landlord  desires  that  Tenant  subordinate its  interest  in  this  Lease  to  the  holder  of  a mortgage on the Development, Tenant shall execute a subordination, nondisturbance and attornment  agreement  in  such  mortgagee's  standard  form  and  if  Tenant  fails  to  do  so within  ten  (10)  business  days  after  such  demand,  Tenant  hereby  irrevocably  appoints Landlord as Tenant's attorney in fact, in its name, place and stead to do so.


(b)       Within  ten   (10)   business   days   after  Tenant's   request  therefore, Landlord  shall  deliver,  to  any  lender  holding  a  security  interest  in  Tenant's   personal property located within the Demised Premises, an acknowledgement and subordination in a form reasonably acceptable to Tenant and Tenant's  lender.


27.     Merger.


The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation hereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing  subleases  or  subtenancies,  or  may,  at  the  option  of  Landlord,  operate  as  an assignment to it of any or all such subleases or subtenancies.


28.     Non-liability  of Landlord.


2 8.1    In  the  event  Landlord  hereunder  or  any  successor  owner  of  the  Building shall sell  or  convey the  Building  and the  successor  thereto  shall  assume  such liabilities and obligations, all liabilities and obligations on the part of the original Landlord or such successor  owner  making  such  conveyance  under  this  Lease  accruing  thereafter  shall terminate, and thereupon all such liabilities  and obligations hereof, shall be binding upon the new owner.   Tenant shall attorn to such new owner.
28.2     Landlord shall not be responsible or liable to Tenant for any loss or damage that  may  be  occasioned  by  or  through  the  acts  or  omissions  of  persons  occupying adjoining  areas  or  any  part  of  the  area  adjacent  to  or  connected  with  the  Demised Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from theft or a failure of the security systems in the Building or for any damage or loss of property within the Demised Premises from any cause other than by reason of the failure by Landlord to comply with the Lease  or the negligence or willful act of Landlord, and  then only  if  such  damage  or  loss  is  not  covered  by  Tenant's  insurance,  except  as otherwise provided in this Lease, and no such occurrence shall be deemed to be an actual or constructive eviction from the Demised Premises or result in an abatement of rental.
28.3     If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed,  and, if  as a consequence  of such default, Tenant shall  recover  a money  judgment  against  Landlord,  such  judgment  shall  be  satisfied only against  the  right,  title  and  interest of Landlord  in  the  Building  and  out  of  rents  or  other income from the Building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's  right, title and interest in the Building, and neither Landlord nor any of its partners shall be liable for any deficiency.


29.     Estoppel Certificate.


At any time and from time to time upon ten  (10)  business days' prior request by Landlord or Tenant, the other party will promptly execute, acknowledge and deliver to the requesting party, a certificate indicating  (a)  that this Lease is unmodified and in full force


and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification),  (b)  the date, if any, to which rental  and other  sums payable  hereunder  have  been  paid,  (c)  that no notice has been received of any default which has not been cured, except as to defaults specified in said certificate, and  (d)  such other matters as may be reasonably requested by Landlord or  Tenant.     Any  such  certificate  may  be  relied  upon  by  any  prospective  purchaser, mortgagee or beneficiary under any deed of trust of the Building or any part thereof.


30.      Holding  Over.


It is hereby agreed that in the event of Tenant holding over after the termination of this Lease, by lapse of time  or otherwise, thereafter the tenancy shall be from month to month  in  the  absence  of  a  written  agreement  to  the  contrary, and  Tenant  shall  pay  to Landlord a monthly occupancy charge equal to (i)  for the first sixty ( 60)  days of holdover, one hundred twenty -five  percent  (12 5%)  of the monthly Basic Rental payable hereunder for the last lease year, and (ii)  for any holdover beyond said sixty (60)  days, one hundred seventy-five  percent  (17 5%)  of the  monthly  Basic  Rental payable  hereunder  for the last lease year (plus  all other charges payable by   Tenant under this Lease)  such occupancy charges to be payable from the expiration or termination of this Lease until the end of the calendar month in which the Demised Premises are delivered to Landlord in the condition required herein.   If Landlord shall enter into a new  lease or amend an existing lease for premises in the Building  for  all or  a portion of the Demised  Premises  at the  end of the Term, Landlord shall so notify Tenant and if Tenant fails to vacate and deliver all or such portion of the Demised  Premises to Landlord  within sixty  ( 60)  days after receipt of such notice (but in no event prior to the expiration or earlier termination of this Lease),  Tenant shall be responsible for any and all damages incurred by Landlord as a result of Tenant's failure to so vacate and deliver the Demised  Premises or such portion thereof  (including the loss of such lease or amendment).


31.       Abandonment.


If  Tenant  shall   abandon   (and   cease   paying   rent)   or  surrender  the   Demised Premises,  or  be  dispossessed  by  process  of  law  or  otherwise,  any  personal  property belonging to Tenant and left on the Demised Premises for a period of Five (5)  days after such abandonment  or  surrender  shall  be deemed  to  be  abandoned,  or,  at the  option of Landlord, may  be removed  by  Landlord  at Tenant's  expense  after ten  (10)  days  written notice to Tenant.


32.     Waiver.


3 2.1   The waiver by Landlord or Tenant of  any agreement, condition or provision herein contained shall  not  be  deemed to  be  a  waiver  of  any subsequent breach  of  the same  or  any  other  agreement,  condition  or  provision  herein  contained,  nor  shall  any custom or  practice which  may  grow  up  between the  parties  in the  administration of  the terms hereof be construed to waive or to lessen the right of Landlord or Tenant to insist upon the performance by Landlord or Tenant, as applicable, of the terms hereof in strict accordance with said terms.   The subsequent acceptance of rental hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any agreement, condition or provision of this Lease, other than the failure of Tenant to pay the particular rental so  accepted, regardless  of Landlord's  knowledge  of  such preceding  breach  at the time of acceptance of such rental.


32.2    Landlord and Tenant hereby waive trial by jury in any action, proceeding, or counterclaim brought by Landlord or Tenant against  the other on  any matter whatsoever arising  out  of  or  in  any  way  connected with  this  Lease,  the  relationship of  Landlord  to Tenant, the use or occupancy of the Demised Premises by Tenant or any person claiming through  or  under  Tenant,  any  claim  of  injury  or  damage,  and  any  emergency  or  other statutory remedy; provided, however, the foregoing waiver shall not apply to any action for personal  injury  or  property  damage.     If  Landlord  commences  any  summary  or  other proceeding  for  nonpayment  of  rent  or  the  recovery  of  the  possession  of  the  Demised Premises, Tenant shall not interpose any counterclaim of whatever nature or description in any  such  proceeding,  unless  the  failure  to  raise  the  same  would  constitute  a  waiver thereof.
33.     Notices.


All  notices,  consents,  requests,  demands,  designations  or  other  communications which may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been duly given when (i)  personally delivered, or (ii) deposited  in  the  United  States  mail,  certified  or     registered,  return  receipt  requested, postage  prepaid  or  sent  by  U.S.  Express  Mail  or  any  nationally  recognized  overnight carrier, in each case with a signed receipt obtained upon receipt, or  (iii)  delivery by any such means is refused, and   addressed as follows:   to Tenant at the address set forth in section 1(i)  hereof, or to such other place as Tenant may from time to time designate in a notice to Landlord; to Landlord at the address set forth in Section 1 (j)  hereof, or to such other place as Landlord may from time to time designate in a notice to Tenant.


34.     Complete Agreement.


There are no  oral agreements between Landlord  and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures,  agreements  and  understandings,  if  any,  between  Landlord  and  Tenant  or displayed by Landlord  to Tenant with respect to  the subject matter of this Lease or the Building.  There are no representations between Landlord and Tenant other than those contained in this Lease and all reliance with respect to any representations is solely upon such representations.


35.     Authority.


Each  of  the  persons  executing this  Lease  on  behalf  of  Landlord  and  Tenant do hereby covenant and warrant to the other that Landlord or Tenant, as the case may be, is a fully authorized and existing entity, that Landlord  or Tenant, as the case may be, has and is qualified to do business in Michigan, that the entity has full right and authority to enter into this Lease, and that each and all of the persons signing on behalf of the entity are authorized to do so.


36.     Inability  to Perform.


Except as otherwise provided herein, if either Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of  any  strike,  lockout,  labor  trouble,  inability  to   procure  materials,  failure  of  power, restrictive governmental laws or regulations, riot, insurrection, picketing, sit-in, war or other reason of a like nature not attributable to the negligence or fault of the party delayed in performing  work  or  doing  any  act  required  under  the  terms  of  this  Lease,  then  the performance of such work or act shall be excused for the period of the unavoidable delay and  the  period  for  the  performance of  any  such  work  or  act  shall  be  extended for  an equivalent period.    Notwithstanding the foregoing, the provisions of this Section  36  shall not operate to excuse Tenant from the prompt payment of the Basic Rental or Landlord or Tenant from making any other payments required by the terms of this Lease.


37.     Covenant  of Quiet Enjoyment.


So long as no Event of Default has occurred and is then continuing, Tenant may peacefully  and  quietly  enjoy  the   Demised  Premises  during  the  term  of  this   Lease. Landlord represents and warrants to Tenant that Landlord holds a leasehold interest in the Development pursuant to that certain lease between Fee Owner and Landlord, subject only


to  the  Current  Encumbrances, and  that  the  Current  Encumbrances  do  not  prohibit  the conduct by Tenant of Tenant's Use (as defined in Section l(h) hereof) at the Demised Premises.


38.      Signage.


Subject  to  rights  of  existing  tenants,  Landlord  shall  work  with  Tenant  to  obtain signage in the Building.  At tenant's sole cost and expense.


39.      Parking.


(a)     Commencing at the time of occupancy, Landlord will provide Tenant with Two Hundred Forty-Nine (249)  parking spaces as included in the Rental Rate and up to Two Hundred ( 200)  parking at One Hundred Seventy-Five (17 5) monthly parking rate per space per month,


(b)      Landlord  shall cause  the Parking  Structure to  be  available  for ingress  and egress  by  employees,  customers and  invitees  of  Tenant twenty-four  (24)   hours  a  day, three hundred sixty-five  (3 65)  days per year, under arrangements reasonably satisfactory to Tenant and Landlord and in accordance with the Security Specifications.  The Parking Structure shall  be  used  for  vehicle  parking  during  the  Term, Tenant  may  not  sublease, assign or license its parking spaces to third parties that do not occupy any portion of the Demised Premises or have the right to occupy any portion of the Demised Premises.




(c)       Except as otherwise set  forth in this Lease, the Parking Structure shall be operated in accordance with the Rules set forth in Exhibit "E" as established by Landlord from time to time and uniformly applied to all occupants of the Office Premises.




(d)       Landlord  shall  provide  parking  spaces  in  the  Parking  Areas  for  Tenant's customers pursuant to a ticket validation program.   Such parking shall be for a period with respect to each car not to exceed the amount of time designated by Landlord from time to time.   The validation charge for Tenant's  customers shall be established by Landlord prior to the Commencement date and shall be subject to periodic increases as determined by Landlord  based  on  increases  on  the  charges  for  parking  in  the  Parking Areas.   Tenant shall receive invoices from Landlord on a monthly basis for each parking ticket validated by Tenant and the amount due shall be payable with ten  (10)  days after presentation of an invoice therefore together with copies of the validated tickets.


40.        Building Amenities


Landlord shall make  available  for use by  Tenant at no cost to  Tenant except  as provided  below,  the  following  Building  amenities,  each  of  which  shall  be  maintained  by


Landlord in a first class condition and in at least the same or better condition as existing as  of  the  date  of  this  Lease,  at  Landlord's  sole  cost  and  expense.     Such  Building amenities shall be made available by Landlord during the entire Term except as provided below:
(a)       (i)  Landlord may,  during  the Term, operate, or  cause  to  be  operated, the Market Place Cafe ("Cafe")  located on the second (2nd)  floor of the Building for the non­ exclusive  use  by  Tenant's  employees  and  guests  as  a  sit-down,  cafeteria  style  food service operation during the hours of 7:00am-10:00 a.m. (breakfast)  and 11:00 a.m.-1:30 p.m.  (lunch)  and  offering  food  in  substantially  the  same  manner  as  the  Cafe  is  being operated as  of  the  date  of  this  Lease;  provided,  however,  the  hours  of  operation  and prices are subject to change so long as such hours of operation are consistent with other similar cafeterias operated in Class A office buildings in the general geographic area of the Development and the Cafe operates for breakfast and lunch Monday through and including Friday.   Notwithstanding the foregoing or anything else to the contrary if Landlord desires to  cease  operating  the  Cafe  Landlord  shall  provide  Tenant  at  least  ninety  (90)   days' notice prior to the date Landlord ceases operating the Cafe,


(b)      The lobby in the Building for special events.   Tenant acknowledges that the lease  with  the  Hard  Rock  Cafe  provides  the  limitations  on  the  use  of  the  lobby  as described on Exhibit "D" hereto.




41.       Miscellaneous.


41.1    The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular.   Article and Section headings are used for convenience and shall not be considered when construing this Lease.   The Exhibits attached to this Lease are incorporated  into  and  made  a  part  of  this  Lease.     Notwithstanding  the  foregoing  or anything else to the  contrary contained in  this  Lease, if  there  is  a  conflict between this Lease and the provisions of any of the Exhibits, the provisions of this Lease shall control. As used in this Lease, "including" and its variants mean "including, without limitation" and its variants.




41.2    Submission of this  instrument for examination or  signature by  Tenant does not  constitute a  reservation of  or  option for  lease,  and  it  is  not  effective  as  a  lease  or otherwise until execution and delivery by both Landlord and Tenant.


41.3    The agreements, conditions and provisions herein contained shall, subject to the provisions as to assignment, set forth in Article 17 hereof, apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto.


41.4    If  any   provisions  of  this   Lease  shall   be  determined  to   be   illegal   or unenforceable, such determination shall not affect any other provisions of this Lease and all such other provisions shall remain in full force and effect.


41.5    This Lease shall be governed by and construed pursuant to the laws of the


State of Michigan.




41.6    Whenever this Lease (including  any of the Exhibits)  provides that a party's consent or approval is required or may be obtained, Landlord and Tenant agree that such consent or approval shall not be unreasonably withheld, conditioned or delayed.
41.7    This Lease may be executed in multiple counterparts, each of which shall be deemed to  be  an  original  and  all  of  which  together  shall  constitute one  and  the  same




instrument.
 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





SIGNATURE PAGE TO LEASE BETWEEN COMPUWARE CORPORATION AND COVISINT CORPORATION___








IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date set




forth in Section  l(a)  on this 28th
 
day of March, 2014.



















WITNESS:     COMPUWARE CORPORATION,


a Michigan corporation




/s/ Gail Lopez                
Gail Lopez




By: 
 
/s/ Denise Starr            
Denise Starr


Its:    CAD









"LANDLORD"










COVISINT CORPORATION


a Michigan corporation






/S/ Michael A. Sosin                
By:    /s/ Samuel M. Inman, III




Its:  Interim President and Chief Executive Officer
"TENANT"


EXHIBIT  "A"






LEGAL  DESCRIPTION OF LAND  AND PARKING  STRUCTURE




Land  in  the  City  of  Detroit,  County  of  Wayne,  Michigan,  being  a  part  of  "Section  No.  7


Governor  and  Judges  Plan  of the  City  of  Detroit",  as  recorded  in Liber  34,  Page  544  of Deeds  and  in  Liber  1,  Page  19 9  of  Plats,  and  the  "Subdivision   of  Lot  80,  Section   7, Governor  and  Judges  Plan",  as  recorded   in  Liber  1,  Page  2 71 of  Plats,  Wayne  County Records  comprised  of:




Lots  40  through  49  inclusive,  Lot  79, 80,  (being  replatted  as  Lots  1  through  5  inclusive, of said subdivision  of Lot  80)  and 81, the vacated  alleys  adjacent  to these lots, Lot 1, Lots
50  through  56  inclusive,  Lots  82  through  84  inclusive,  the  vacated  alleys  between  Lots


50  through  52  and  Lots  8 2  through  84,  the  vacated  alley  between  Lots  53  through  54 and Lot  55,  the  part  of the  alley  as  vacated,  between  Lot  2 and  Lot  54,  a part  of Library Avenue   (60   feet  wide)  as  vacated  between   (i)   Lots  53,  55  and  56,  the  vacated  alley between  Lots  53  and  55,  and  (ii)  Lots  52  and  84,  and the  vacated  alley between  Lot  52 and  84,  a  part  of Farmer  Street  (60   feet  wide)  as  vacated  between  (i)  Lots  50  and  82 and  the  vacated  alley  between  Lot  50  and  82  and  (ii)   Lots  49,   80   and  81,  and  the vacated  alley  between  Lots  49  and  81, and  the  vacated  alley  between  Lots  54  and  55. The  Westerly  10  feet  of  Monroe,  as  proposed  to  be  vacated,  the  Northerly   26.7  feet  of Campus  Martius,  as  proposed  to  be  vacated,  the  Easterly  10  feet  of  Woodward  Ave.,  as proposed   to  be  vacated,   the  Southerly   10  feet  of  Gratiot   Avenue,   as  proposed   to  be vacated,  and  the  Southerly  10  feet  of  Farmer  Street,  as  proposed  to  be  vacated,  except land taken for Randolph  Street  (width  varies)  being more  particularly  described  as follows:




Beginning  at  a  point  distant  North  7 5  degrees   10  minutes  18  seconds  West  14.15 feet from  the  Northwesterly  corner  of  Lot  40  of  the  said  "Section  No. 7  Governor  and  Judges Plan  of  the  City  of  Detroit",   said  point  also  being  at  the  intersection   of  the  proposed Easterly   line  of  Woodward   Avenue   (width   varies)   and  the  proposed   Southerly   line  of Gratiot  Avenue   (width  varies);   thence   North  59  degrees   50   minutes   52  seconds   East
280.88  feet  along  the  said  proposed   Southerly  line  of  Gratiot  Avenue  to  a  point  on  the proposed  Southerly  line  of  Farmer  Street  (60 feet  wide);   thence  South  60  degrees  06 minutes  57  seconds  East  51.09  feet  along  said  proposed  Southerly  line  to  a point  on the extension  of  the  Easterly  line  of  Gratiot  Avenue  (width  varies);   thence  North  29  degrees
46   minutes   55  seconds   East  401.65   feet  along   said   Easterly   line  to  a  point  on  the Southerly  line  of  a  20  foot  wide  alley;  thence  South  60  degrees  06  minutes  10  seconds East  140.46   feet  along  said  Southerly  line  to  a  point  on  the  Easterly  line  of  said  alley; thence  North  2 9 degrees  46  minutes  31 seconds  East  40.00 feet along  said  Easterly  line, and  its  extension,  to  a  point  on  the  Southerly  line  of  Lot  2  of  the  said  "Section  No.  7


Governor and Judges Plan of the City of Detroit"; thence South 60 degrees 06  minutes 10 seconds East 30.11 feet along said Southerly line to a point on the Westerly line of Lot 1; thence North 29 degrees 46 minutes 26 seconds East 22.99  feet along said Westerly line to  a  point  on  the  Southerly  line  of  Randolph  Street  (width  varies);  thence  South  26 degrees 17 minutes  44  seconds East 7 2.53  feet along said Southerly line to a point on the proposed Westerly  line of Monroe  Avenue  (120  feet wide, proposed  110 feet wide); thence South 29 degrees 45 minutes 57 seconds West 712.42 feet along said proposed Westerly line to a point on the proposed north line of Campus Martius; thence South  89 degrees 46 minutes 54 seconds West 198.63  feet along said North line to a point on the said proposed Easterly line of Woodward Avenue (width varies); thence North 30 degrees
11 minutes 27  seconds West 289.61  feet along said Easterly line to the point of beginning. Commonly known as:   1044  Woodward Avenue, Detroit, Ml 48226
























































































































A-1


EXHIBIT  "A-1" SITE  PLAN










EXHIBIT "8" DEMISED PREMISES
EXHIBIT  "C"






Office  Tenant  Design  Criteria  and  Construction Manual






























COMPUWARE BUILDIING
ONE CAMPUS MARTIUS DETROIT, Ml48226














OfficeTenant - Design Criteria
and Construction Manual














Hines
Property Management Office
Located on 3 Woodward
313-227-4848














re




THE TECHNOLOGY
PEFWORMANCE  COMPANY


















TABLE OF CONTENTS


1.     Introduction ....................................................................................................................... 1
1.1.     Building Address Information .................................................................................. 2
1.2.    Contact Information................................................................................................. 2


2.     Preferred and Critical System Contractors........................................................................ 3


3.     Building Design Criteria..................................................................................................... 5
3.1.    Intended Design Conditions .................................................................................... 5
3.2.    General Requirements ............................................................................................ 8
3.3.    Structural Information .............................................................................................. 9
3.4.    Mechanical, Electrical, and Plumbing (MEP) Information ....................................... 9
3.5.    Building Automation System ................................................................................. 11
3.6.    Telephone System ................................................................................................ 11
3.7.    Fire Life Safety System ......................................................................................... 12
3.8.    Building Access Control System ........................................................................... 13
3.9.    Building Standard Specifications & Materials ........................................................ 13


4.     Recommendations ........................................................................................................... 16
4.1.    Architectural .......................................................................................................... 16
4.2.    Mechanical ............................................................................................................ 17
4.3.    Structural............................................................................................................... 18
4.4.    Electrical................................................................................................................ 18
4.5.    Plumbing ................................................................................................................ 19
4.6.    Finishes ................................................................................................................ . 19


5.     Tenant Plans and Drawings ............................................................................................ 19


6.    Submission, Review and Approval of Tenant Improvement Plans and Specifications ... 20
6.1.    General.................................................................................................................. 20
6.2.    Plan Submission Requirements ............................................................................ 22
6.3.    Tenant Improvement Plans and Specifications ..................................................... 23


7.     Construction Rules and Regulations ............................................................................... 25
7.1.    Contact Information ............................................................................................... 25
7.2.    General Rules ....................................................................................................... 26
7.3.    During Construction .............................................................................................. 27
7.4.     Parking and Deliveries .......................................................................................... 27
7.5.    Security .................................................................................................................. 28
7.6.    Trash ...................................................................................................................... 28
7.7.    General Requirements .......................................................................................... 29
7.8.    Insurance Requirements .......................................................................................30
7.9.    Building Address Information ................................................................................ 33
7.10. Building Hours and Information ............................................................................. 33
7.11. Service Elevator(s) and Loading Dock .................................................................. 33
7.12. Site Visits............................................................................................ ................... 34
7.13. Keying Schedule ................................................................................................... 34


8.    Completion and Close Out................................................................................................. 34


9.    Glossary of Terms.............................................................................................................. 35




Compuware Building
Office Tenant- Design Criteria & Construction Manual     08/13/13




10.    Attachment- TenantfTenant Contractor Close-Out Requirements Matrix ........................ 1


11.    Attachment- Hines Special Request Form  ......... ... ... ... ..................... ...................2


























































































































Compuware Building
Office Tenant-  Design Criteria & Construction Manual     08/13/13


1.     INTRODUCTION








• The purpose of this document is to provide information for the general office tenant improvement  work or alterations at the Compuware building. Some of the requirements and provisions in this manual may differ from specific requirements and provisions contained in the lease of a particular tenant. In the event of any conflict between a particular tenant's lease and this manual, the lease shall control and shall be deemed to modify this manual. Anyone involved in the management  of a particular tenant improvement  or alteration project should be familiar with the relevant requirements and provisions in the tenant's lease, if any, which modify this manual. However, in the absence of any modifying lease provisions, the requirements, rules and regulations set forth in this manual will govern the design and construction of all tenant improvements  or alterations at the Compuware building.  Landlord reserves the right to rescind, add or modify this document at any time.


























































































1
Compuware Building
 

9/14/12





Office Tenant- Design Criteria & Construction Manual







1.  General Information
1.1.    Building Address Information


Mailing Address
Tenant Name
One Campus Martius
Suite#     _
Detroit, MI 48226


I
Street Address
1044 Woodward Avenue
Suite#     _
Detroit, M148226


1.2.    Contact Information


Hines:  Property Management Office
The Property Management Office is located in the building
Main Number    313-227-4848
Fax Number    313-227-4860
General Email Address    Hines@Compuware.com
Tenant Portal    hines.awaremanager.com/  ompuware


	
			
	Name
	Title
	Contact Information

	Michael B. McNally
	Property Manager
	Ph: 313-227-5613
Michaei.McNallv@Hines.com

	Pete Rzotkiewicz
	Building Services
Manager
	Ph: 313-227-5616
Pete.Rzotkiewicz@Hines.com

	Chris Hewitt
	Engineering
Manager
	Ph:  313-227-5611
Chris.Hewitt@Hines.com

	Leslie Wojcik
	Project Accountant
	Ph:  313-227-9233
Leslie.Woicik@Hines.com

	Nancy Verstraete
	Tenant Services
Coordinator
	Ph: 313-227-5615
Nancv.Verstraete@Hines.com

	Kim Runyon
	Receptionist
	Ph:  313-227-4848
Kim.Runvon@Hines.com






Building Security
Security Command Center (SCC)    313-227-6111
Located in the Atrium near the Farmer Street Entrance.


Concierge's Desk    313-227-4887
Located in the Atrium near the Main Entrance.




Emergency Numbers Police Emergency Medical Emergency Fire Emergency
 

911
911
911





2.    PREFERRED AND CRITICAL SYSTEM CONTRACTORS


Architects:     Von Staden Architects
Gail Bernard Von Staden
240 Main Street
Suite 200
Birmingham,  Ml48009 (248) 646-9933


General Contractor:
Schaible Builders Inc. P.O. Box 676
St. Clair Shores, Ml 48080-0676 (586) 949-7969


Mechanical:    Limbach, Inc.
Thorn Barry P.E.
926 Featherstone Road
Pontiac, Ml 48342 (248) 335-4181


Plumbing:     Guardian Plumbing
34360 Glendale Livonia, Ml48154 (734) 513-9550


		
	* Life Safety: 
	Siemens Building Technologies SST (Fire Systems) Lisa Rollstin


45470 Commerce Center Drive Plymouth Township, Ml48170 (734) 456-3801
1-800-832-6569 for 24 HR Emergency




Fire Suppression:
 

Elite Fire Safety, Inc. Nate Merritt
25200 Telegraph Road, Suite 118
Southfield, M148033
(248) 834-4467 (including emergencies)







		
	Electrical: 
	G.S.I. (Gemellaro Systems Integration, LLC) Edward Gemellaro


376 Robbins Dr.
Troy, Ml  48083 (248) 585-5535




* Denotes Critical System Contractor









Electrical Cont'd:  Siemens Energy & Automation,  Inc. (Electrical Systems) AI Gutenschwager
21741 Melrose Avenue Southfield, Ml 48075 (248) 357-7346


Glass:    Christy Glass Co.
Dennis Pokropowicz
570 W. 8 Mile Road Ferndale, Ml  48220-2400 (248) 544-8200


Paint:    JPD Painting Inc.
Joseph Peter Deighan
31395 Fairfax Avenue Beverly Hills, Ml 48025 (248) 203-6654


Utilities:    Detroit Edison
2000 Second Avenue Detroit, Ml 48226 (313) 235-7201


		
	Janitorial:
	Preferred Building Services, LLC Mike Licatta


23077 Greenfield Road
Suite 107
Southfield, Ml 48076 (248) 559-0700


*Access  Control System:
Conti Technologies
Bill Atwell
64117 Center Drive Sterling Heights, Ml48312 (586) 274-2268
batwell@contitechnologies.com




* Denotes Critical System Contractor


3.    BUILDING DESIGN CRITERIA


3.1.     Intended Design Conditions


Outside design conditions are as follows:
•    Summer     90° F DB*
73° F WB*


•    Winter     5° F DB**


•    Evaporative Cooling    


Equipment Ambient
Air Temperature


•    Sensible Cooling    
Equipment Ambient
Air Temperature


*     Based on ASHRAE 1997, 0.4% Design for Detroit, Michigan
Less than ASHRAE 1997, 99.5% Design for Detroit, Michigan


Indoor Design Conditions     Summer     Winter




•    Office areas




•    Cafeteria (Dining)




•    Kitchen


•    Wellness Center




•    Wellness Shower/Locker




•    Child Development  Center




•    Child Development  Center
Outdoor Play Area
Portion within Parking Deck
 
75° F DB     72° F DB
50% RH (max.)     30% RH


75° F DB     72o F DB+/-
50% RH (max.)     No Humidification


75° F DB+     72° F DB+


72° to 75° F DB     72° to 75° F DB
50% RH (max.)


75° F DB     75° F DB
60% RH (max)     30% RH


75° F DB     72° to 75° F Db
50% RH (max)     30%


No Cooling     Radiant "Warming"









•    Atrium (occupied portions)     75° F DB
50% RH (max)
 
72° F DB
No Humidification









•    Retail     76° F DB
60% RH (max)


		
	•
	Pedestrian Walkway from     aoo F DB Parking Deck to Office Building


 
72o F DB
No Humidification


68° F DB





Indoor Design Conditions     Summer     Winter     


•     Data Center     75° F DB     72° F DB
50% RH (max)     35% RH


	
			
	•    UPS Room
	

80° F
	

70° F

	 
	55% RH
	No Humidification






	
			
	•    Telephone Room
	

80° F
	

70° F

	 
	55%
	30%






•     Telecom Room     75° F DB     72° F DB
55% RH (max)     30% RH


•     Security Office     75° F DB     72° F DB
55% RH (max)     30% RH


	
			
	•    Mechanical/Electrical
Equipment Rooms
	100° F DB (max)
	60° F DB

	

•    Penthouse AHU Room
	

100° F DB (max)
	

60° F DB

	•    Enclosed Parking Heating
	

No Cooling
(Ventilation only)
	

Above Ceiling
50° F

	

•    Enclosed Shaft
	

78° F DB
55% RH (max)
	

72° F DB

	

•    Elevator Lobbies at Parking
Structure
	1ooo F DB (max)
	

50° F DB
No Humidification

	•    Stair Towers at Parking
	

100° F DB (max)
	

No Heating

	Structure
	 
	Ventilation








Outside Air Ventilation Rates:
•     Outside air ventilation rates will be in accordance  with ASHRAE Standard 62-
1999 "Ventilation for Acceptable Indoor Air Quality" and /or mechanical  code.


		
	•
	Variable volume air handling systems will include controls to maintain the required minimum outside air ventilation rates throughout the entire range of system airflows.




Air Change Rates:
		
	•
	Minimum air change rates will be as follows (unless heating cooling load and applicable codes(s) necessitates  higher value)




•    Office areas:     4 air changes/hours


		
	• 
	Conference Rooms (occupied Mode)     As required to maintain the Room outside air Fraction (no. of people x 20


cfm/person x 0.5 Intermittent Occupancy factor/room total fm) < =0.23; Or 4 air changes per hour (whichever is greater)


		
	• 
	Toilet Rooms:    10 air changes/hour exhausted to outdoors)




•     Cafeteria:     6 air changes per hour
•     Gymnasium, Racquetball, Cardiovascular,   2 air changes/hour
Free Weights (high-bay areas)


•     Aerobics:     6 air changes/hour
		
	• 
	Locker Rooms:     10 air changes/hour (exhausted to outdoors) during Occupied Mode.




		
	• 
	Child Development Center Classrooms:    As required to maintain the room outside air Fraction (no. of people x 15


fm/person/room  total cfm)
<=.023; or 4 air changes per hour (whichever is greater)


		
	• 
	Kitchen:        10 air changes per hour; or greater if required by Exhaust hood flow rates.






•     Atrium -at skylight:     1.5 cfm/sq. ft.




•     Atrium -Ground Floor and Second Floor     2 cfm/sq. ft.
•     Print Room (at Data Center)     6 air changes per hour
(exhausted to outdoors)


		
	• 
	Below grade (enclosed) Parking:        1.5 cfm per square foot at full flow, and minimum 5 cfm per person when at low flow as


controlled by Carbon monoxide detectors.




Intended Electrical Design
•     General Office Lighting
(Including task lighting)     1.5  watts/sq. ft.
•     General Office Power
(Receptacle,  including computer/data  processing)     3.5   watts/sq. ft.
•     Telecommunication Closets     20     watts/sq. ft.
•     Technology  Labs     30     watts/sq. ft.
•     Lobby Lighting and Assembly Areas     8     watts/sq. ft.
•     Mechanical Rooms/Core Areas     3     watts/sq. ft.
•     Wellness Center     5     watts/sq. ft.
•     Cafeteria     5     watts/sq. ft.
•     Kitchen (assuming  gas cooking)     20     watts/sq. ft.
•     Child Development Center     6     watts/sq. ft.
•     Training Center     8     watts/sq. ft.
•     Retail     14     watts/sq. ft.


3.2.     General Requirements
		
	•
	Equipment and materials shall not contain asbestos or PCBs.  Prior to the final review and field visit the Contractor shall certify in writing that the equipment and materials installed in this Project contain no asbestos or PCBs.




		
	•
	All equipment  and material to be furnished and installed on this project shall be approved by the City of Detroit as required by that authority and shall be suitable for its intended use on this Project.








•    Certificates  of Insurance, with required coverage limits, shall be provided to the
Landlord prior to the start of construction.






		
	•
	Tenant shall provide Landlord with written requests and plans for all Tenant Improvements.   Landlord,  will review all Tenant Improvement  requests, plans, specifications  and construction schedules  in a timely fashion.   Upon Tenant and Landlord agreement, Landlord will provide Tenant with approval to proceed.








		
	•
	Upon project completion, Tenant will provide Landlord with three As-Built sets of drawings and a GAD/PDF file.






Permit Process


		
	•
	Tenant's Contractor will be responsible  for obtaining all necessary  building and occupancy permits for the project unless otherwise requested by Tenant. Contractor's  pricing proposal should include all required permitting costs and applicable taxes.




Move-in


		
	•
	Sufficient advanced notice must be provided to the Landlord prior to the establishment of move-in date(s). Tenant and Tenant Construction Manager will provide notice well in advance of targeted move-in date(s) for reserving and scheduling use of the loading dock, service elevators and/or any other required building resource.






3.3.    Structural information
		
	•
	Any live loads in excess of 50 psf or modifications to the structure must be approved by the Landlord's professional structural engineer to insure that initial design criteria is met or to develop appropriate structural design modifications if required.




3.4.    Mechanical, Electrical. and Plumbing (MEP) Information


Mechanical


Building Standard FPTU/Controller/Temperature Sensor - Model Information: Titus (Overhead), Model- DTQS, Fan Powered Constant Volume
Titus (In-Floor), Model- DLHK, Low Profile Fan Powered Constant Volume
Titus (Under Floor), Model- DTQS-ECM, Fan Powered w/ ECM Blower
Auto-Matrix- Controller, Model- SBC-VAVrf
Auto-Matrix - Temperature Sensor, Model - STAT3


Cooling
•    Open cubicle areas:
Cooling to the tenant floors is provided from a central chiller plant and primary air handler system located in the penthouse mechanical room on level16.
46° F primary air that is re-circulated from the tenant floors and mixed with outside air is delivered from six (6), [three (3) per wing], chilled water cooled
and humidified (winter only) primary air handler fans. Each air handler is rated at 90,000 cfm and is located in the mechanical area. Six (6) vertical shaft risers, three (3) per wing deliver the 46° F primary air to six (6), three (3)
per wing vertical fan mixing units (VMFU's) rated at 13,700 cfm each located in small mechanical rooms, three (3) per wing on each floor. At the VMFU's the primary air is mixed with the ceiling plenum return air to deliver a mixed
air temperature of approximately 62° F (resettable from thermostats in space)
to the tenant space through the under floor air distribution system. Air flow is directed to each cubicle through an in floor air diffuser that can be adjusted
by employees to maintain comfort.


•    Offices and conference rooms:
In floor constant volume fan powered terminal units are located under the
raised floor system adjacent to the office/ conference rooms. In occupied mode the fan shall operate continuously and will maintain space temperature utilizing under floor air for cooling and electric reheat for heating.


•    Telecom Rooms:
Telecom room temperature  is maintained  at all times utilizing an overhead fan powered terminal unit (FPTU). The FPTU is connected directly to the primary air duct for cooling and utilizes electric reheat for heating.


Heating
•    Heating on tenant floors is provided by under floor constant volume FPTU's.
FPTU's are used in the exterior zones. In heating mode FPTU's utilize the warmer plenum air from floor directly below the conditioned floor. Additionally electric reheat is used to maintain perimeter space set points.


Electrical


		
	•
	The electrical service for the building is supplied from The Detroit Edison Company. Two fully redundant  incoming  services originating from two independent  substation distribution grids provide 13.2KV primary electrical service to a 15KV primary line-up located in the first floor primary room. Primary service at 13,200 volts supplies eight sub stations located on the first floor, penthouse  and garage. Most of the sub-stations  are double ended for redundancy.  Substations  will feed a vertical bus duct routed through stacked electrical rooms, two (2) per wing.




		
	•
	Electrical service to a typical floor is provided by the 480 volt bus risers from the substations and is located in the electrical rooms, two (2) per wing.  The bus ducts feed 480/277 volt lighting panels and 208/120 receptacle  panels throughout the building's  electrical-closets. Additionally there is an emergency bus riser that feeds exit and emergency/night lighting throughout the building.








		
	•
	120 volt power throughout the office area is provided via the raised access flooring system. Consolidation boxes consisting  of six circuits are distributed throughout the office space. See tenant improvement as built drawings for exact locations.     '








		
	•
	Emergency lighting fixtures and exit lighting fixtures are required throughout the Tenant space. Tenant exit lighting fixtures must be identical to the Base Building fixture. The emergency  circuits shall be extended into Tenant's space from the emergency  lighting riser at the Tenant's cost. The Tenant's Architect and Engineer, to comply with local codes, should locate the emergency  lighting and exit fixtures.








		
	•
	A tenant electrical fault current and load analysis will be requested of each tenant engineer to verify the number of Base Building circuits being utilized and the load being imposed on the panel. Any additional loads that are anticipated to be in excess of these may require an electrical consumption meter to indicate the instantaneous  usage and the total usage.




		
	•
	Emergency and standby power. The redundant utility feeds serve as the building's legally required standby and emergency supply in accordance with the National Electrical Code article 700-12(d). Additionally, a 2000KW diesel generator is utilized as a third level of back-up for the data center, data center cooling equipment, telecommunications closets, fire life safety systems and emergency lighting.






Lighting


		
	•
	General office lighting is pendant mounted indirect (type ftp series) low glare fixture utilizing high efficiency T-5 lamps. Typical floor lighting is controlled by the building automation system. Offices, conference rooms and restrooms utilize occupancy sensors for additional control.




Plumbing


		
	•
	Tenant plumbing fixtures may be added to the typical floor. The Base Building MEP Drawings indicate the locations for future connections. The Tenant's Architect and Engineer should verify the location of the following:


);>     Sanitary waste and vent connections.
		
	);> 
	1%" valved domestic cold water connection is located in the service closets in the restrooms and a 1" riser located in the core near the current pantry areas of each level.




		
	•
	Domestic hot water from local electric water heaters serves the building needs throughout the tower. Domestic hot water generated by these water heaters is not intended for use at Tenant added lavatories or sinks. Tenants desiring additional hot water should instruct their Engineers to provide additional water heaters in Tenant Construction Documents.




3.5.     Building Automation System
		
	•
	The Building Automation System (BAS) is a computer based energy management system. The BAS meets the design criteria of flexibility, modularity, reliability, expandability and will provide the Landlord and Tenants with a sophisticated energy management  monitoring and control system.




3.6.     Telephone System
		
	•
	The telephone equipment required by the Tenant should be located within the Tenant's space. The purpose of the Base Building telephone closet is for risers and connections only.




		
	•
	All individual Tenant telephone wiring shall be UL rated Teflon coated type, plenum rated and approved by the City of Detroit for installation in ceiling return air plenums.






The tenant should identify any special air conditioning requirements
(temperature, humidity, 24 hour cooling, etc.) required by the Tenant's telephone equipment or other equipment. Special 24 hour air conditioning requirements should be satisfied by self-contained air conditioning units furnished by the Tenant, which can be connected to the Base Building condenser water system.




All maintenance and repairs of Tenant specific equipment is at the cost of the Tenant.


3.7.     Fire Life Safety System
•    The standpipe system design is in accordance with the requirements of NFPA
14. A zone system of fire protection standpipes is provided with a standpipe in each stairwell with automatic pressure regulating services provided at each outlet as required. A 2%" fire hose valve is located in each stairwell at each floor for use by the City of Detroit Fire Department. ABC Fire extinguishers and cabinets are provided throughout the building.


		
	•
	The building is fully sprinkled. The automatic sprinkler system design complies with the requirements of NFPA 13 (Light Hazard). Sprinkler heads will be located and coordinated by the Fire Protection Subcontractor as necessary to comply with code requirements and the needs of the Tenant.  (NOTE: ANY NEW SPRINKLERS MUST BE FACTORY MUTUAL RESEARCH APPROVED).




		
	•
	Special alignment and centering of sprinkler heads in ceiling tiles and occupancies other than light hazard may require additional sprinkler heads at Tenanrs  cost. Additional costs may also be incurred for installing sprinkler heads in ceilings other than standard ceilings.




		
	•
	The Tenant should identify any areas where water could damage equipment or other items in the event of water flow. Computer rooms, etc. may require special fire extinguishing and monitoring systems. Tenants requiring special systems and monitoring points must provide an alarm signal to the Security Command Center (SCC) which in turn will monitor and report any alarm activation.  '






•    Building exit stairwells are configured with an·electric door unlock system.
Stairwell doors are unlocked upon actuation by any fire life safety alarm initiating device.


		
	•
	Full addressable Ionization and photocell type smoke detectors are mounted on the ceilings of each floor as required by code. Manual pull stations are located near points of egress as required. Teriant occupancies may require additional detectors/pull stations due to the Tenant's renovation, which will be at Tenant's cost. All fire alarm devices added by Tenant are required to be UL listed, approved for use and building standard.






		
	•
	Alarm signal and voice communication devices are provided throughout the building as required by code, in elevator lobbies, stairways, elevator cabs, and at the entrance to e'ach stairway on each floor as identified in the Base Building drawings. System compliance must be witnessed by the Fire Department and the voice communication criteria require that occupants must be able to hear the audio voice communication from any location within the Tenant's premises. Any additional devices including amplifiers (if required) which may be necessary for code compliance are to be provided and installed at the Tenant's cost.




3.8.    Building Access Control System
		
	•
	The Compuware Building has building perimeter control points for after-hours access. After hours Tenant access to the building is by means of access card. Access points are at the Main Entrance, Farmer Entrance and Gratiot Loading dock.




3.9.    Building Standard Specifications and Materials
•    All materials must carry the· proper rating for NFPA, State and Local codes.


		
	•
	Standard Partition Door Types (Cherry Veneer, natural with clear polyurethane finish)






•    SMED LifeSPACE Demountable Door and Frame system, to match existing.




•    Fire Rated Doors at Core


Fabrication shall meet requirements of NWMA IS 1-80 Series, AWl and the following:




Door Thickness: Cores:




Top S ile:
 
1%"


Solid construction of incombustible material meeting the fire rated requirements for this Project.
-
4%" each for field cutting, of sufficient strength for securing
closures to doors without using through bolts exposed on
opposite side.









Bottom Stile: Side Edges:
 
Manufacturer's Standard


1%" thick hardwood, beveled 1/16" in 2" at lock and hinge edges.







Crossbands:    1/16" hardwood veneers under face veneers.
Premachined for Scheduled Hardware at Factory.




Clearances:


Door Finish:
 
Shall comply with fire rating requirements.


Cherry veneer







•    Hollow Metal Doors
Doors shall be made of commercial quality, level, cold rolled steel conforming to ASTM A 366 or hot-rolled, pickled and oiled steel conforming to ASTM A 569 and free of scale, pitting or surface defects.  Interior Doors face sheets shall be not less then 20 gage.










13
Compuware Building
Office Tenant- Design Criteria & Construction Manual    8/12/13






.


•    Hollow Metal Frames:
Interior Hollow Metal Frames shall be either commercial grade cold-rolled steel conforming to ASTM A366 or commercial grade hot-rolled and pickled steel conforming to ASTM A 569. Metal thickness shall be not less than 16 gage for frames that receive hollow metal doors (18 gage for frames that receive hollow core wood doors).  All fire-rated doors must have a visible label.


•    Door Hardware:
Locksets and latch sets are lever handle, with brushed stainless steel finish. Schlage L-9000, Lever 18 Series


•    Building Standard Light Switches
To match existing


•    Building Standard Wall Outlet
Located on core only, 120 volt duplex type mounted vertically centered at 18" from finish floor.


		
	•
	Raised Floor System Manufacturer: Hayworth Type:  TecCrete (Corner lock)


Building  standard  supply  air  grills  are  floor  type,  compatible  with  TecCrete
Access Floor, and shall match existing.


•    Wall Base:
Johnsonite wall base conforming to Fed. Spec. SS-W-40a, Type 1, free of asbestos  and  PCB,  complete  with  pre-modeled  interior  and  exterior  corner pieces.




Style A:
Style B:
 
Straight type (no-toe) type for carpet locations
Caved type with 5/8" standard toe base for other locations







Sizes:    2%'' X 0.080


Color:    To be selected by Tenant Architect.
Edge Strips:    Vinyl of color selected by Tenant Architect. Primers and
		
	Adhesives:
	Waterproof, of types recommended by floor tile manufacturer for specific material. Only No-VOC adhesives to be used.




•    Modular Carpet
Only modular carpet is to be used on access floor. REFERENCE STANDARDS: ASTM E84 - Surface Burning Characteristics of Building Materials
ASTM E648 - Critical Radiant Flux of Floor Covering System Using a Radiant
Heat Energy Source


FS DDD-C-95- Carpets and Rugs, Wool, Nylon, Acrylic, Modacrylic


FS DDD-C-0095- Carpet and Rugs, Wool, Nylon, Acrylic, Modacrylic, Polyester, Polypropylene


FS DDD-C-1559- Carpet, Loop, Low Pile Height, High Density, Woven or Tufted with Attached Cushioning


Light Fixtures are pendant hung indirect fixtures from Peerless in 4', 6' and 8' incremental lengths


Sprinkler heads are fully concealed type with cover plates.  NEW SPRINKLER HEADS MUST BE FACTORY MUTUAL RESEARCH APPROVED AND CALCULATION  DOCUMENTS MUST BE PROVIDED.


Ceiling Tiles:  Armstrong 24" x 24" x% Ultima Beveled Tegular HumiGuard Plus
Code 1911A


Grid System - Armstrong Ultima %


•    Partition Trim and Partitions
Where aluminum trim is shown, provide complete system of accessories that match door frames. Include top caps, end caps, cased openings, and borrowed light frames.


•    Wall Framing Materials
Interior Studs:  Gee-shaped, punched web, hot-dipped galvanized steel (ASTM A446 G60), of sizes and gauges indicated on drawings.


Runner Channels:  Hot-dipped galvanized  steel, (ASTM A446 G60), unpunched webs, 1%" flanges, gauge to match studs.


Metal Angle:  Angles with legs, hot-dipped galvanized,  ASTM A668, G90, runners, minimum 1 3/8" x 7/8", 18 gauge.


•    Ceiling Framing Materials
Ceiling Hanger Anchorage Devices:


Screws, clips, bolts, cast-in-place concrete inserts, or other devices applicable to the indicated method of structural anchorage for ceiling hangers and whose suitability for use intended has been proven through standard construction practices or by certified test data.


For Load Supported:  Devices shall be sized for 3 x calculated load supported. For Direct Pullout:  Devices shall be sized for 5 x calculated loads.
•    Gypsum Board
Provide 5/8" gypsum wallboard materials in accordance with manufacturer's recommendations.


Standard Gypsum Board: ASTM C36, Regular, thickness maximum permissible length; ends square cut, tapered or beveled edges.
15
Compuware Building
Office Tenant- Design Criteria & Construction Manual    8/12/13


Fire-Rated Gypsum Board: ASTM C36, Type X, UL rated; thickness as shown;
maximum permissible  length; ends square cut, tapered or beveled edges.


Water-Resistant Gypsum Board: ASTM C630; water resistant paper faces; thickness shown on drawings; maximum  permissible length; ends square cut, tapered or beveled edges.


•     Accessories
Corner Beads:  USG "Dur-A-Bead" galvanized steel reinforcement  for protecting corners of gypsum board walls.


Size:     1 1/8" x 1-1/8"


Reinforcing Tape, Joint Compound,  Adhesive, Water Fasteners: Of type recommended by gypsum wallboard  manufacturer  to suit intended use. Joint compound and floating mud shall be compatible with paints to be applied to gypsum wallboard.


Sound Attenuation Fire Blankets (Insulation  Type 10): USG ''Thermafiber" preformed mineral wool, ASTM C665, Type I, Class 25, friction fit type without integral vapor barrier membrane;  2.5 psf density.


•    Fire Extinguishers  (Abc Type) And Cabinets
Fire Extinguisher  Cabinets (FEC): Existing FEC to remain.


•     Drawings
3 - Half-size sets 18" x 24"
1 - CD (in current CAD level)


•    Fan Powered Terminal Units (FPTU) Mode/Information:
Titus (Overhead),  Model- DTQS, Fan Powered Constant Volume
Titus (In-Floor), Model- DLHK, Low Profile Fan Powered Constant Volume Titus (Under Floor/Perimeter), Model- DTQS-ECM,  Fan Powered w/ ECM Blower


•    Fan Powered Terminal Units (FPTU)- Controller!Temperature Mode/Information
Auto-Matrix, Controller Model- SBC-VAVrf
Auto-Matrix, Temperature  Sensor Model- STAT3




4.    RECOMMENDATIONS


The intent of this section is to make recommendations to the Tenant, Tenant's Architect and Engineer that will aid in preliminary  plan preparation and finalizing of construction documents. It contains information that will help avoid complications  and conflicts between Base Building and Tenant construction.


4.1.     Architectural
•     Partitions


The Building Tenant Standard Partition is a demountable partition, SMED LifeSPACE. The walls are a part of the building system, including the pressurized plenum for air delivery and cabling and the ceiling grid and tile. Gypsum Wallboard (GWB) partitions may be used at the sparingly and when required at the building core.


•    Building Standard Light Fixtures
Building Standard Light Fixtures are Peerless indirect, pendant-hung fixtures in, lengths of 4', 6' and 8'. Special attention should be given to the ceiling grid suspension system when planning the locations of the Building Standard Light Fixtures. The ceiling grid system is fixed, in order to avoid additional costs (i.e., cutting the main tees), and the light fixtures should be located in a manner compatible with the system. The existing lighting system requires 2x2 grid.


Additionally, it is a requirement of the landlord that all light fixtures that can be seen from the exterior (i.e. perimeter offices) must be oriented in the easUwest direction or run perpendicular to each perimeter wall, to match the current open office layout.


•    Building Standard Hardware
The Building Standard hardware utilizes a lever handle that is State ADA compliant. Landlord strongly suggests the Tenant's Architect specify this hardware in their documents. This will also result in an efficient keying management system for the entire building.  The building standard hardware is Schlage.


•    Vapor Barrier
In order to preserve the integrity of the exterior wall vapor barrier, no articles, or construction or final finish will be allowed to be attached or penetrate the inside face of the exterior wall.


4.2.    Mechanical
•    Condenser water is available for self-contained 24-hour air conditioning units.
Each unit must be supplied with a circulation pump, water regulating valve (or valves as required to maintain operation with entering water at a temperature of
55° F or 85° F) and self contained BTU water meters or totalizing meters indicating instantaneous and total consumption.


		
	•
	All conditioned air is delivered via the pressurized under-floor plenum, through user-controlled floor diffusers.  The tenant may relocate diffusers, as well as provide additional diffusers, as required. New diffusers to match existing. Air returns are located in the ceiling.








•    Conference Room HVAC


Conference rooms often require special zoning, air conditioning, ventilation, and exhaust. Additional costs can be anticipated for rooms where high concentrations of people are expected to exist. Additionally, care should be taken not to locate sound sensitive areas such as conference rooms next to Base Building
equipment rooms.


17
Compuware Building
Office Tenant- Design Critet:ia & Construction Manual     8/12/13


•    Lighting Locations and Ductwork
The Tenant Architect should coordinate the location of lighting with Base Building ductwork and other building shell conditions. If possible, light fixtures should be located clear of ductwork and Fan Powered Terminal Boxes and sprinkler heads to avoid the additional cost of relocation.


•    Tenant Drapery I HVAC
The use of drapes is not a building standard and it is prohibited without the landlord's  prior approval. Existing shades should remain whenever possible. If required, replacement  shades must maintain opacity, openness  and match existing color.


4.3.     Structural
		
	•
	The Tenant Architect should coordinate  any slab penetrations  with the structural drawings in order to avoid conflicts with the structure.




•    All coring is to be done before or after business hours.






•    The access floor can support a uniform load of up to 50 psf.




4.4.     Electrical
		
	•
	In order to preserve the integrity of the exterior wall vapor barrier, no outlets will be allowed in the interior face of the exterior wall.  The use of in-floor monuments is recommended.   Standard electrical to be provided via the existing access floor. Landlord must approve location of any electrical outlets on perimeter wall and column enclosures.




		
	•
	Multi-functional imaging devices can add significant load to the electrical system and can require a significant number of dedicated circuits. Grounding requirements  are very critical for many of these systems. The Tenant should insure that their Engineer is very familiar with these types of systems and their related requirements.








		
	•
	Electrical design to provide dedicated circuits to computer equipment within systems furniture. Dedicated outlets to be labeled as such. Landlord to approve loads to systems furniture.








•    Low Voltage Systems






		
	•
	A white noise system is provided on each floor. The Tenant may use this system, if desired, if not, the system should be left in place.








		
	•
	Any new annunciation  system to be located to minimize any visual/audio disruption to other tenants.




4.5.    Plumbing
		
	•
	Special Plumbing requirements  such as sinks, washrooms, dishwashers,  and icemakers should be located near Base Building plumbing risers, to minimize the length of service lines. Tenant taps for water, waste, and vent, are installed in the plenum space on each floor for Tenant use.




4.6.     Finishes
•    All new carpet shall be modular due to the access floor system.


•    Only No-VOC paints or adhesives to be used in the Tenant space.






•    Existing ceiling grid to remain.






•    Landlord to approve the removal of existing glass entry doors to wings.






		
	•
	In order to maintain the prevention of surface water penetration, Tenant build-out toilet rooms and wet areas (i.e. bathrooms, showers) require the installation of a non-porous cove base between tiled walls and floors.   It is recommended  to match landlord's existing design and installation of Schluter Systems (Dilex-HKS) stainless steel cove trim for these conditions.










5.    TENANT PLANS AND DRAWINGS


Floor plans and schedules should contain (but not limited to) the following information:


		
	•
	Location and type of all partitions, demountable and Gypsum Wallboard (GWB) Drawings to graphically delineate between two types.




•    Location and type of all doors- with hardware indicated.






•    Location and type of glass partitions, windows and doors.






•    Locations of telephone equipment room.






•    Location of all electrical items- outlets, switches, telephone outlets and lights.
Location and type of lighting and security system, including emergency lighting along proposed path of egress.




		
	•
	Location and type of all equipment that will require special electrical requirements, including system furniture in-feeds.




		
	•
	Location with per square foot and description of any exceptionally  heavy equipment  or filing systems exceeding 50 pounds psf live load.






•    Requirements of special air condition or ventilation and diffuser location plan.






•    Type and color of floor covering.






•    Location and type of wall covering.






•    Location and type of paint or finishes.






		
	•
	Location and type of plumbing, including special sprinkling requirements  and additional toilet rooms.






•    Location and type of kitchen equipment.






•    Location and type of low voltage systems, including TVAV, annunciation systems.






•    Location and type of environmental  graphics/branding.




Details showing


•    All millwork with verified dimensions  and dimensions  of all equipment  to be built-in.


•    Bracing or support for special walls, glass partitions, etc.






•    Slab penetrations.




6.  SUBMISSION, REVIEW AND APPROVAL OF TENANT IMPROVEMENT PLANS ANDSPECIFICATIONS


6.     General


		
	•
	Following execution of a Lease, Tenant shall furnish a Space Layout Plan, three (3) sets of Tenant Improvement  Plans & Specifications  to Owner including all technical and design information relative to the Premises.  The Owner shall not be responsible  for the accuracy, efficiency or sufficiency of said Space Layout Package and Tenant shall be solely responsible for all technical and other


20


examinations of the Premises and shall be exclusively  responsible with respect to actual field measurements and a full review of all technical and engineering requirements with respect to the Premises and construction therein.  The Space Layout Package contains the following:


A Space Layout Drawing of the Premises which will include: a floor plan showing the dimensions of the Premises, column locations and sizes, utility stubs and doors (if existing); a section drawing indicating height clearances and any special conditions affecting construction; and general notes.


•    A Standard Project Detail sheet, which will govern with respect to all work.
Said details shall be incorporated into Tenant's Improvement Plans and
Specifications for the Premises.


		
	•
	A Mechanical/Electrical Detail Sheet showing underground  and overhead utilities, schedules and standard mechanical/electrical details and notes.








•    Mechanical and Electrical Data Tabulation forms.






		
	•
	All prints, drawing information and other material to be furnished by Tenant to Owner for Review and Approval, as required in this Exhibit, shall be address to:




Compuware Building c/o Hines.
One Campus Martius, 3-W Detroit, Michigan  48226
Attn: Michael McNally


		
	•
	Owner shall not be in any way responsible  or liable with respect to the accuracy,  sufficiency, or feasibility of Tenant's plans and Tenant shall be totally responsible for  same.




•    Tenant is responsible for all Architectural and consultant fees.


		
	•
	As soon as possible after receipt of Tenant Improvement Plans, Owner shall return to Tenant one set of prints and/or Owner plan review comments with its suggested modifications and/or approval.  If, upon receipt of approved Tenant Improvement Plans bearing Owner's comments, Tenant wishes to take exception thereto, Tenant may do so in writing, by Certified or


Registered Mail addressed to Owner, c/o Hines, Attn: Michael McNally, within ten (10) days from receipt of Tenant Improvement Plans.  Unless such action is taken, it will be deemed that all comments made by Owner on Tenant Improvement Plans are acceptable to and approved by Tenant.


		
	•
	If Tenant Improvement  Plans are returned to Tenant with comments, but not Bearing approval of Owner, said Tenant Improvement Plans shall be immediately revised by Tenant and resubmitted to Owner for approval with ten (10) days or their receipt by Tenant.




		
	•
	Owner's approval or inspection of any Tenant submittal is made for identification  purposes only and neither the Owner, nor its agents or employees  shall have any liability in any respect to any inadequacies, deficiencies, errors or omissions or non-complying features contained in any or all of Tenant's submittals or Owner's comments in respect to same.






6.2.     Plan Submission Requirements


		
	•
	All construction documents are to be submitted to the Landlord for review and shall be delivered by Tenant or Tenant's Architect to Landlord's Property Manager.




•    The following is a list of minimum design information and drawings required.
This is not intended to be a complete listing of all requirements  but is to serve as a guide for submitting the Tenant's Construction  Documents.






•     Architectural
Floor Plan (1/8" = 1'-0" minimum)
Reflected Ceiling Plan (1/8" = 1'-0" minimum) Furniture Plan
Sections, Details and Interior Elevations  (as needed) Finish Schedule
Door and Hardware Schedule
Keying Schedule


•     Mechanical
HVAC Reflected Ceiling Plan (1/8" = 1'-0" minimum) Ventilation Schedule
Variable Air Volume Unit Schedule
Electric Duct Heating Coil Schedule (if applicable) Exhaust Fan Schedule (if applicable)
Refrigeration  Schedule (if applicable) Sections, Details (as needed)
Complete Heating and Cooling Load Calculations


•     Electrical
Electrical Floor Plan (1/8" = 1'-0" minimum)
Reflected Ceiling Lighting Plan
Light Fixture Schedule Panel Schedule Equipment Schedule
Distribution Riser Diagram


•     Plumbing
Plumbing Floor Plan (1/8" = 1'-0" minimum) Riser Diagrams  (Isometric Drawing)


•    Fire Protection And Life Safety Plans


22


		
	);> 
	Tenant or Tenant's Architect shall submit the completed Construction Documents to the Landlord's Property Manager for the Landlord's Drawing Review in the form of one (1) CAD & PDF CD- (Current Level) and three (3) sets of black and white drawings.  The delivery of the Tenant Constructions Documents to the Landlord's Property Manager for review shall be considered by Landlord to constitute Tenant's acceptance and approval of the drawings.




		
	);> 
	Upon the completion of the Landlord's Drawing Review, the Landlord's Property Manager will return one set of the Tenant's Construction Documents to the Tenant or Tenant's Architect marked APPROVED, APPROVED AS NOTED, or NOT APPROVED.   Tenant or Tenant's Architect shall resubmit


the Tenant Construction Documents to the Landlord's Property Manager for final review unless directed by Landlord's Property Manager that resubmittal of the drawings is not required.




		
	);> 
	The Tenant's Architect shall have the sole responsibility for compliance with all applicable statues, codes, ordinances and other regulations for all work performed by or on behalf of Tenant in the Premises.  Landlord's Property Manager's approval of Tenant's Construction Documents or work shall not constitute an implication, representation  or certification that such drawings or work are in compliance with said statutes, codes or ordinances and other regulations.






);>       The Tenant Construction Documents shall be prepared by Tenant's Architect in conformance with the Tenant's Lease, the Building Design Criteria and the Landlord' s review comments.




Tenant or Tenant's Contractor(s) shall not proceed with any construction within the Premises until Tenant's Construction Documents are complete and marked APPROVED or APPROVED AS NOTED by the Landlord.




6.3.  Tenant Improvement Plans and Specifications


		
	•
	Within thirty (30) days after receipt of the approved Tenant Improvement Plans, Tenant shall deliver to the Owner three (3) set of complete and finished Tenant Improvement Plans and Specifications, and one (1) in electronic PDF format and a color and material sample board.  Owner's approval or inspection of any Tenant's plans and samples so submitted is made for identification purposes only and neither the Owner nor its


agents or employees shall have any liability in any respect to any inadequacies,  deficiencies, errors or omissions or non-complying  features contained in any or all of Tenant's preliminary plans or working drawings and specifications or Owner's comments in respect to same.










23


		
	•
	Tenant Improvement  Plans and Specifications  shall be prepared by a design professional licensed under all applicable laws of the State of Michigan as required and in strict compliance  with the criteria and requirements  as set forth in this Exhibit.




		
	•
	Tenant shall reimburse  Owner for coordination  administrative  and consultant fees associated with plan review.  However,  Owner shall not in any way be responsible  or liable with respect to the accuracy, sufficiency or feasibility of Tenant's plans.  Tenant shall be totally responsible  for same.











7.   CONSTRUCTION RULES AND REGULATIONS


7.1.    COMPUWARE BUILDING


HINES PROPERTY MANAGEMENT OFFICE Phone:  313-227-4848     Fax:  313-227-4860
General Distribution Email:  Hines@Compuware.com


Tenant Portal Page: http:J/hines.awaremanager.com/compuware




NAME:     TITLE:     PHONE#:    EMAIL:          Michael B. McNally     General Property Manager     313-227-5613               michael.mcnally@hines.com
Pete Rzotkiewicz    Manager Building Services    313-227-5616                 pete.rzotkiewicz@hines.com Chris Hewitt    Engineering Manager     313-227-5611         chris.hewitt@hines.com Leslie Wojcik     Project Accountant    313-227-9233                       leslie.wojcik@hines.com




Kim Runyon     Receptionist    313-227-4848     kim.runyon@hines.com






Nancy Verstraete    Tenant Services Coordinator    313-227-5616     nancy. verstraete@hines.com




Compuware Security Contacts:


Security Command Center    313-227-6111




Security
Joe Johnson     Director    313-227-7769     joe. johnson@comQuware.com






Please contact the Property Management Office by phone, email or through the Tenant Portal Page for Information or requests including:


- Badge and Key Requests


- Construction Coordination and Scheduling


- Loading Dock Reservations


-Overtime  Air-conditioning or Lighting Requests


-Parking


- Service Elevator Reservations


- Special Event Requests


- Work Orders






These construction rules and regulations  are intended to insure the safety, protection and welfare of all persons associated with construction in the Compuware  Building.   Failure to observe these rules and regulations may, at the discretion of Owner, result in the job being stopped and General Contractor or Subcontractor  being permanently  suspended from working at the Compuware  Building.


7.2.     General Rules


a.   Tenant's contractor must provide a safety program for review and approval by
Owner.


b.   Tenant's contractor must utilize the Special Request Notice form for all shutdown and general coordination  requests.  Special Requests will be reviewed and approved by Owner as practical and appropriate.


c.   Tenant is responsible  for any and all actions of its Contractor, his subcontractors  and any employees,  agents or representatives he may bring onto the Building site.


d.   No construction  is to take place beyond the lease line.


e.   Tenant has total responsibility  for compliance  with all applicable  codes, ordinances  and the building classification for the specific occupancy  type.


		
	f. 
	Tenant's Contractor is not permitted to post company name or logo anywhere on the project during any phase of the Tenant's construction.




g.   The enclosed Building public toilets are not to be used by construction personnel.


h.  All work shall be coordinated  with the general project work.  At no time shall
Tenant's contractor impede Owner's work or operation of the Building.


		
	i. 
	Any construction  activity resulting in excessive  noise, which would be disruptive to the Building activities, must be completed after hours (7 PM - 7


AM) or as identified by Owner's Representative.  Owner's Representative
reserves the right to order an immediate  halt to any excessively  noisy work.


		
	J.
	All delivery of construction  materials shall be through approved access corridors.  Tenant shall be liable for any damages incurred by the negligence of its contractor or agents and disruption of Building activities including entrance drives and service areas caused by Tenant's failure to coordinate with Owner.




k.   Standard Project Details, as issued by Owner and as they pertain to Tenant's
Work, shall govern with respect to such work.


		
	I.
	The use of gas-powered or diesel tools and equipment  are not permitted in the enclosed Building.




7.3.    During Construction


a.  Tenant Contractor's work area will be restricted to the Premises. No construction will be permitted in other areas. Contractors must use the Premises as a staging area for all construction, with the exception of the storefront sign. At no time will pipes, wires, boards or other construction materials cross public areas where harm could be caused to the public. The requirements of "Occupational Safety and Health Administration" (OSHA) prepared by the Department of Labor will govern. If Tenant fails to comply with these requirements, Owner will cause remedial action, at Tenant's expense, as deemed necessary by Owner to protect the public. No storage or office trailers will be allowed on the site without Owner's written permission.


b.  Certain instances may require Tenant's Contractor and Owner to enter other Tenant's premises to perform necessary work. Arrangements for permission to enter other tenant's premises must be made through Owner's Representative. Such work must be performed at times when such other tenant's operation will not be affected. Tenant shall be responsible for any incurred costs to accommodate access.


c.   Owner's structural elements other than floor slab may not be used for support of any Tenant construction or equipment, without Owner approval.


d.  All materials used for Tenant's Work will be maintained at all times within the Premises. Under no circumstances can material, equipment or trash staging be supported beyond Tenant's demised premises Tenant's or Tenant's Contractor's material, equipment or trash. Owner reserves the right to clear the Building area of any dirt or debris due to Tenant's construction and charge back to Tenant therefor.


e.  Tenant and Tenant's Contractor shall protect their work from damage and shall protect the work of other tenants from damage by Tenant, Tenant's Contractor and their employees and subcontractors. Owner shall not be held responsible for damage done by tenants or their contractors.


		
	f. 
	Building floors, neutral piers, storefronts and Owner's soffit must be protected from damage by Tenant's construction. Any damage resulting from Tenant's construction will be repaired by Owner at Tenant's expense.




g.  Any electricity needed for work in the premises shall come from Tenant's electrical service.


7.4.    Parking and Deliveries


a.  Parking is available near the Building for Tenant's Contractor(s) and construction related vehicles. Construction vehicles parked in unauthorized areas will be towed at the expense of the owner of the vehicle.


b.  Except when unloading materials at service entrances (15 minute limit), Tenant's Contractor vehicles must be parked in designated areas. No


parking will be allowed in service areas.  No vehicles of any type will be allowed to drive on the sidewalk or park or stand at Building entrances.


c.  All construction materials shall be brought into the Premises through service or loading dock entrance(s), public entrances may not be utilized. Tenants that are not adjacent to service or dock entrance corridors must make arrangements with Owner's Representative to schedule deliveries through other areas.


d.  Tenant's Contractor must provide to Owner's Representative a minimum weekly material delivery schedule.  A minimum 72 hour notice is required for all deliveries subject to Owner review and approval.


e.   Each Contractor will be responsible for the protection of the Building.
Plywood and visqueen protection is required wherever it is necessary to use Building floors to deliver construction materials and equipment. Owner's contractor at the cost of the Tenant causing damage will perform all repair of damage to the Building.


f.     Only pneumatic filled rubber wheeled carts may be used in the Building.


7.5.     Security


a.  Owner is not responsible for securing tenant spaces. b.  All areas must be secured nightly.
c.   Security and/or Loading Supervision may be required at Tenant's expense.


7.6.    Trash


a.  During Tenant's Work, Tenant's Contractor and/or the Tenant shall provide trash removal service through designated areas as specified by Owner. Tenant is responsible for placing trash in their own containers or those provided by Owner, in the designated areas.


b.  Should Owner provide trash containers, Contractor shall reimburse the
Owner for said service.


c.  The Tenant shall not permit trash to accumulate within its area or in corridor(s) or adjacent building space.  It is the Tenant's responsibility to remove trash daily and any construction dust that settles in the Building. If the Tenant permits trash to accumulate or dust to settle in the Building, the
Owner will perform said work and charge the Tenant (including administrative costs) for the incurred cleaning costs:


d.   Under no circumstances shall Tenant or Tenant's Contractors make any use of the compactors installed by Owner for the disposal of trash or construction debris without prior written consent of the Owner during Tenant's construction period.


7.7.     General Requirements


The following procedures must be followed by Tenant prior to the commencement of work on the Premises:


•    Meet with Owner's Representative  for pre-construction meeting.


		
	•
	Provide Owner with executed copy of Affidavit of Inspection and Acceptance, which states that Tenant has inspected the Premises and is familiar with all existing conditions and has field verified the dimensions.


It is Tenant's responsibility to notify Owner in writing of any discrepancies noted in the Premises prior to the start of Tenant's Work.


		
	•
	Submit a copy of all government permits, licenses, or authority necessary to permit or authorize the execution of Tenant's Work.




		
	•
	Submit Tenant Contractor's performance and/or labor and material bonds as may be required by Owner to insure the faithful performance of Tenant's work in accordance with the approved Tenant Improvement Plans and Specifications.




		
	•
	Tenant to provide a copy of filed Notice of Commencement  and construction schedule to include final completion, certificate of occupancy and opening date(s).




		
	•
	Tenant's Contractor shall deposit a bond in the amount of $500 with Owner' s representative to ensure that all construction trash has been removed.




		
	•
	Tenant must provide an itemized statement of estimated leasehold improvement  costs.  (Schedule of Values)




•    Tenant's contractor must provide a comprehensive subcontractor list for
Owner review and approval.


		
	•
	Tenant must provide owner copies of all project construction and design professional contracts.




		
	•
	Submit evidence of insurance as called for herein maintain, or cause its Tenant(s) to secure, pay for and maintain, during continuance of construction and fixturing work within Tenant's Premises, all of the insurance policies required and in the amounts set forth herein.  Tenant shall not permit its Contractor(s) to commence any work until all required insurance has been obtained and certified copies of policies have been delivered to Owner as set forth below.
















29


7.8.    Insurance Requirements


		
	•
	All such insurance policies required under this Exhibit, except as noted above, shall include Compuware Corporation, its directors, officers, employees and agents, Hines, and anyone else designated by Owner as additional insured.  Workmen's Compensation Insurance, Employer's Liability, and Commercial General Liability shall contain an endorsement waiving all rights of subrogation against Owner, Owner's Architect, and Owner's Agent(s) and beneficiaries.




		
	•
	The insurance required under this Exhibit shall be in addition to any and all insurance required to be procured by Tenant pursuant to this Lease to which this Exhibit is attached.




		
	•
	Certificates of Insurance shall provide that no change or cancellation of such insurance coverage shall be undertaken without thirty (30) days written notice to Owner.




•    Tenant's General Contractor and Sub Contractor's Required Minimum
Coverage's and Limits of Liability.


		
	•
	Workmen's Compensation, including Employer's Liability Insurance with limits of not less than $2,000,000 as required by Owner and any insurance required by an Employee Benefit Act or other statutes applicable where the work is to be performed as will protect the Contractor and Subcontractors from any and all liability under the aforementioned acts.




		
	•
	Comprehensive General Liability Insurance (including Contractor's Protective Liability) in an amount not less than $2,000,000 per occurrence whether involving personal injury liability (or death resulting therefrom)


and property damage liability or a combination thereof with a minimum aggregate limit of $2,000,000. Such insurance shall provide for explosion, underground coverage, collapse coverage and contractual liability coverage and shall insure the General Contractor and/or Subcontractors against any and all claims for personal injury, including death resulting therefrom and damage to the property of others and arising from his operations under the Contract and whether such operations are performed by any one directly or indirectly employed by any of them.


		
	•
	Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired and non-owned in the following minimum amounts:




Property Damage liability $2,000,000.00


Bodily Injury, each occurrence $2,000,000.00


		
	•
	Such insurance shall insure  the General Contractor and/or Subcontractors against  any and all claims  for bodily  injury,  including death resulting therefrom and damage to the property of others arising from his operation under the Contract and whether  such operations are performed by the General Contractor, Subcontractors or by any one directly  or indirectly employed by any of them.




Contractor's Excess/Umbrella Liability  Insurance


		
	•
	Contractor shall provide  Owner's Excess/Umbrella Liability  Insurance as will insure  Owner  against any and all liability  (or death resulting therefrom) and property  damage liability  of others or a combination


thereof which may arise from work in the completion of the Premises, and
other liability  for damages which the General Contractor and/or Subcontractors are required to insure  under  any provisions herein.   Said insurance shall be provided in minimum amounts as follows:


Excess/Umbrella Liability  Insurance each occurrence $6,000,000.00






		
	•
	All Tenant  Construction Contractors must meet the following insurance requirements:




a)     Workers Compensation
[In kind and amount as prescribed by statute]




b)     Employers Liability


c)     Commercial General  Liability


d)     Commercial Automobile Liability e)     Umbrella Liability
 

$2,000,000


$2,000,000


$2,000,000


$6,000,000





SAMPLE COl






AE  D    CERTIFICATE OF LIABILITY INSURANCE     DOTE -UIII'nTI}
I
....,.,.,.,.,.    THIS C£R1TFICATE IS ISSUEO_ AS MATTER OF  lfffORMAnmc
ame  of  company Pr-: ::iuct.ng  Ce:rtl[ic-a.te    ONLY  AND  CONFERS  NO  RI HTS   UPON  THE  CERTIFICATE
Add:resa     HOLDER. THIS  CERTIFICATE DOES HOT  P.MENG, EXTEND OR
Pl1ane.  Fax   ar,cl  e;r,a1i   address    ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
I-    fNSURERS AFFORDING COVERAGE    NAICI
INSURED    NS..fllt"ll<
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Atid;:-ess    fiSUlER i!<_
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NS\I.t\E.Ii:E:
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THE PQIJCIE'3 OF SUI'tAHCE ti3TEO 8<5LIJW H'.'•'E BEEN IGSLEO TO ll1E l>lSU!'IEO  ED /ABa!IE fCf! Tt£ POUCY  PERIOO INiJlCATED. 1Kll"V(Ill1GT...I>ID!t4G
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I:.;     TYI'£0FN!WWle£    roucl-IIER SUBJECT TO .-..L Tt!E TERMS, EXCLU$1014$ AND COtoiOITIOtiS OF SUCH
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'
lntereet  Ulml.ted Partr: e-rsh.lp  are :oddltlcnal insured!!  lrl  regards to the General Llai::111'ty.


CERTIFICATE HOLDER     CANCELlATION


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services, LLC
Or:.e  C:a:mpue M,3 r t l'IJS
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...OlE NO· OBt:IOII!l10Ht.IAIIILm'" Of MfV' KIND lWOM THE IN" .    rn M"EHTt OR
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7.9.  Building Address Information
		
	•
	Mailing Address: Tenant Name


One Campus Martius Suite#      _ Detroit, MI 48226


• Street Address:
1044 Woodward Avenue
Suite#      _
Detroit, MI 48226


7.10.  Building Hours and Information
•    Atrium Public operating hours are Monday through Sunday 6:00 am- 10:00 pm.


•    Gratiot Loading Dock hours of operation are Monday through Friday 6:00 am -
6:00 pm.  Authorized tenants and contractors may utilize the Loading Dock for after-hours delivery and service elevator access by reservation only. After hours access may require security supervision at Tenants expense.


•    All persons must have a building access badge displayed at all times.


		
	•
	Tenant must submit with advanced notice Contractor building access badge requests to Property Management  during normal business hours (8 am - 5 pm).




7.11.  Service Elevator (s) and Loading Dock
		
	•
	All building deliveries must be made through the loading dock and service elevators. There are two (2) service elevators which can be accessed from the loading dock during normal business hours Monday through Friday 6:00 a.m. until 6:00 p.m. The service elevators are access card controlled.




No deliveries should be made through the main lobby doors, hallways, or passenger elevators.


		
	•
	During normal business hours, the elevators are available on a first come, first served basis. For after hours or weekend use, an advanced notice written reservation request must be provided to Property Management.   Additional costs may be incurred by Tenant should building dock security supervision be required.




	
						
	Elevator
	No.
	Dimensions
	Levels
	Lbs. Cab
	Speed

	Service
	201
	5'-5"x11'-9"x12'-0"
	82 - Penthouse
	4,000
	500 FPM/Cable

	Service
	202
	5'-5"x11'-9"x12'-0"
	82 - Penthouse
	4,000
	500 FPM/Cable






		
	•
	The loading dock is located on Gratiot near the southwest corner of Gratiot and Farmer. Access to the dock is available from Gratiot, a one way, west bound, two-lane street.






•    Dock Dimensions




Truck
4 Bays
Ramp to dock
Dock surface
 
Dimensions
14' (H) X 45' (L)
4' (W) X 34' (L)
4' (H)


 
Comments
Clearance height and bay length
From top of ramp to bottom From truck bay floor to dock surface







•    A dock attendant is on duty to assist with deliveries from 6:00 am until 6:00 pm
Monday through Friday. All delivery personnel are required to check in with the
dock attendant and should be prepared to present the following information:
> Tenant for whom the delivery is intended
>    Floor number and suite number
> Approximate  amount of time needed for delivery
> Keys for vehicle
>   Acceptable proof of identification


7.12.    Site Visits
		
	•
	During construction, visits to the site or the Leased Premises by the Tenant should be limited and coordinated  through the Tenant Construction  Manager. Proper safety regulations must be adhered to.




7.13.   Keying Schedule
		
	•
	The schedule should be prepared  by Tenant's Designer and indicated on Tenant's Plans and coordinated with the Tenant Construction  Manager and Landlord for implementation.    ·






8. COMPLETION AND CLOSE OUT


a.   Owner shall have the right to perform, on behalf of and for the account of Tenant, subject to reimbursement or the cost thereof by Tenant, any and all of Tenant's Work which Owner determines in its sole discretion should be
performed immediately  and on an emergency  basis for the best interest of the project, including without limitation work which pertains to mechanical,  fire suppression, general utility systems, and removal of unduly accumulated construction materials and debris.


b.   Tenant shall contact Owner's Representative prior to completion of the
Premises to arrange for final inspection.   Final inspection will consist of an
on-site walk through conducted by Owner's Representative.  A punch list will be issued by Owner and completed in a timely manner by Tenant's Contractor.


c.   Tenant is responsible  for securing a Certificate of Occupancy from governmental  authorities.


d.   Upon the completion of the Tenant's Work, copies of warranties (two year from date of store opening) on all work and equipment  shall be provided to Owner by Tenant.  All warranties  relating to mechanical  and electrical systems shall be extended to Owner.


e.   Tenant must complete and provide all required close out items as identified in the Tenant Close-Out Matrix.


		
	f. 
	Owner will withhold final disbursement  of any applicable Tenant Improvement Funding until all Tenant Close-Out Documentation has been provided and approved.






9.    GLOSSARY OF TERMS


Raised or Access Floor is a type of flooring supported by a metal grid. Raised flooring
can be removed in pieces to allow for cabling, wiring, and cooling systems to run under the floor space. Compuware's system is manufactured by TecCrete, and serves as an under floor air management solution. The space below the floor is pressurized.  The space below the floor is typically 15" deep. Return air is captured through the ceiling plenum.


Architectural Punch List is prepared prior to Substantial Completion by the Tenant's Designer, in conjunction with, to the extent desired by Tenant, the Tenant's Designer, the Contractor and Tenant Construction Manager, and shall consist of a list of unsatisfactory  or incomplete architectural items not in accordance with the Contract Documents.


Base Building is the entire building as described by the plans and specifications prepared by


Base Building Systems refers to all Building mechanical,  electrical, plumbing, structural, life safety, fire protection, and access control systems in the entire Compuware Building project.


Building Standard Improvements are those Tenant Improvements specified in Section V, "Building Standard Improvements" and as defined in the Lease.


Tenant Construction Manager refers to the representative  of the Tenant responsible for assistance with the coordination of the design and construction of the Tenant Improvements  and occupancy of the Tenant.


Contractor is the construction firm engaged by Landlord or by Tenant to construct the
Tenant Improvements per Tenant's Plans at the Compuware Building.


Field Report is prepared by Tenant's Architect or Engineer and shall consist of a list of unsatisfactory or incomplete architectural, structural, mechanical, electrical, or plumbing items not in accordance with the Contract Documents.


Hines Interest Limited Partnership is the Landlord's Representative.


Landlord shall refer to and is represented by Hines Interest Limited Partnership.


Landlord's Construction Manager refers to the on-site representative of the Landlord responsible for building construction and Tenant's build out at the Compuware  Building.


Landlord's Contractor is the construction firm engaged by Landlord to construct the Base
Building work at the Compuware Building.








Landlord's  Engineer is the engineering firm(s) retained by Landlord to perform Base Building mechanical,  electrical and plumbing design services and review (Landlord's Mechanical/Electrical/Plumbing Engineer) or structural design services (Landlord's Structural Engineer).


LF is lineal foot.


Contractor is the construction firm engaged by Landlord or Tenant to construct Tenant Improvements  per the Tenant Plans at the Compuware  Building, and is directed by Landlord's Tenant Construction  Manager on all construction related issues.


Tenant refers to the party defined in the Lease as the Tenant or Tenant's authorized representative for matters pertaining to the design and construction for the Tenant Improvements.


Tenant's Contractor/Consultant is the firm contracted by Tenant to design, construct, supply or install any portion(s) of the Tenant's Improvements  which is stipulated to be outside of the Contractors scope of work.


Tenant's Architect is the space planning/interior  design or architectural firm retained by Tenant to design the Tenant Improvements  and to be responsible  for preparation of the architectural portion of the Tenant Improvements  and coordination of the architectural with the engineering  portion of the documents. This firm typically will handle office space program layout, lighting, electrical and plumbing layout, finish schedules, any millwork, architectural design and detailing, furniture selection and placement, and field observation during construction.


Tenant's Engineer is the firm retained by Tenant to design the mechanical,  electrical, and plumbing portions of the Tenant to design the mechanical,  electrical, and plumbing portions of the Tenant Improvements  and to prepare for it.


Tenant Improvements  are the Building Standard Improvements  and Tenant Extra Improvements  to be constructed within the Leased premises as defined in the Construction Documents.


Tenant Space Plan is the work prepared by Tenant's Architect in developing the scope of the Tenant Improvements  and should contain, at a minimum,  the information required by the Tenant and Landlord to approve the floor layout and authorize preparation of the Construction Documents.


Tenant Construction Documents are the detailed drawings and specifications produced by Tenant's Architect, and Tenant's Engineer necessary to price and construct the Tenant improvements  and to obtain the necessary building permits. Construction Documents are prepared after completion and approval (by Tenant and Landlord) ofTenant Space Plans.


USF is Usable Square Feet of space.












COMPUWARE BUILDING: HINES




TENANT/TENANT CONTRACTOR CLOSE-OUT REQUIREMENTS MATRIX






Tenant:




Received    Approved
	
		
	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 






1
2
3
4
5
6




7
8
9
10
11
12
13
14
15












16
17




18
19
20
21
22
23
24
25
26
27
28
29
 
Contractor:






Certificate of Occupancy
Certificate of Substantial Completion from Design Professional Final acceptance from  HVAC/Mechanical Engineer of Record Final Acceptance from  Electrical Engineer of Record
Final Acceptance from  Landlord  Representative
Provide Full Unconditional Waivers of Lien from  all entities
Provide "as built" record set: hard set and electronic
(Auto CAD & PDF in CD Format)
- Mechanicai/HVAC
-  Electrical
- Plumbing
-  Fire Protection
- Telecommunication
- Security and Life Safety
-  Architectural Construction
Provide (3) sets of 0 and M binders for all equipment/gear provided












Provide necessary training sessions for any new equipment provided Provide (2) copies of the architectural contract  documents  issued by design professional containing all Bulletins, Change Orders, AWOs, etc.
Provide Balance Report (airside) Provide Balance Report (hydronic) Provide  meter verification for all meters Provide Commissioning Reports
- Mechanicai/HVAC
-  Electrical
-  Plumbing
-  Fire Suppression
- Fire Alarm
Return all contractor badges issued by landlord
Close-out and return any construction keys provided by landlord
Provide any necessary keys to allow landlord access to all areas







(Ses other side for instructions for use)


Special Request:
(72 Hour Notice Required)


Hines ContacllProject Manager:     Date:
 
Hines




TENANT INFORMATION    Company name:
 

Contact Person:







  Phone#     Fax#     Email:     




CONTRACTOR/VENDOR   Company name: INFORMATION
 

Contact Person:


Phone#
 
Email:





Floors:     JWing:    I Other:     I Date:     I Start Time:     j EndTirne:


Scope of Work:


0 Additional Information Attached


Nature of Request (ched<: only lho.se that apply)


	
			
	D Service Elevator Reservation    Start:    End:

	D Keys I Card Request:

	D Isolate Smoke Detection    Start:    End:

	0 Isolate Sprinkler System    Start:    End:

	D Isolate Fire Riser    Start:    End:
	 
	 

	D Isolate Domestic Cold Water    Start:    End:
	 

	DAccess to Electricaf Closet    Start:    End:

	D Isolation of ElectricalPanelfor Power Tie In    Start:    End:

	D Request Security Officer:    Start:    End:    Meeting Time:    Location:

	D Engineer Assistance:    (i.e. Core Drilling'UtiHty Water, Etc):

	D Utility Interruption:    (i.e. Gas, Electric, Etc.):

	D HoiWork  Permit (Contractor to submit Hot Work specifics in separate document for review & approval).






j Bill To:    I D Tenant:     D Landlord:


Office Use
Hines Work Order No:     I Outlook Work Notification Completed by:


	
				
	Addilional cc:
	 

	Approvals:
	D Engineering


By:
	D Property Manager


By:
	D Security


By:




NOTE. For requests that reqwre Hrnes Engmeenng DSS/stunce or Compuware Secunty, standard hourly roles apply.






(Seil. ather side for in'stmctionsfi:wuse)    Revised 04i15/1010









SPECIAL REQUEST FORM -INSTRUCTIONS FOR USE
All coordination  with the Landlord is handled through the use of the Special Request form.  All request  forms must be submitted to the Landlord from the Tenant, at least 72 hours prior to the start of any work. More complicated requests wilf  require more  advanced notice; please  plan  work  accordingly.  The Landlord will issue a Security Request in Adobe with a copy to the Tenant indicating approval, and then work can begin. Tenants are required to notify their contractor/vendor of approval.  No work is to start prior to the Landlord's written approvaL
This form should be submitted by the Tenant to the Hines Property Management Office via email at hines@compuware.com or fax at 313.568.5628.  Requests should only be submitted by a Tenant; any request submitted by a Contractor or Vendor will be rejected.


For larger projects where multiple Special Requests are expected, a Hines Project Manager  will be assigned to coordinate directly with the Tenant.  Call Hines at 313.227.4848.




Special Requests are required  for the following work:


1.  Connection to building utilities
2.  Floor coring
3    Scheduling inspections  and testing with the Landlord
4.   Lock cores and keys
5    Access into areas outside lease lines
6   Access  into  Secured  Building  Areas  (see  below)  including  Electrical Closets,  Phone  Closets,  Electrical Primary   Rooms,  Mechanical   Equipment   Rooms   (MER),  Mechanical   Floors,  Fire  Pump  Rooms,   Fan Rooms, Generator and Generator  Related Rooms
7.  Scheduling delivery of over-sized items into the building
8.   A request for spedal usage of an elevator
9.   Notification to the Landlord of work to be pertormed after hours and/or on weekends
10. Any activity which requires a security officer to be present
11. Any item that is a disruption of public safety
12. Any item listed on the form
'13. Any heat or spark producing activity
14. Any activity that may compromise, interfere with, or trigger Fire Alarm System
15. Installation  of data, Internet,  telephone, cable, radio frequency  or security  systems and associated  wiring and devices.


Access lnto Secured Building Areas llncluding electrical/phone/data closets):


This requires a Special Request  form, a Hold Harmless Agreement (filed annually) signed by the contractor/vendor's authorized company  signatory, as well as a Certificate of Insurance for the contractor/vendor providing the service within the Secured Building Area.  See Hines Design and Construction Manual, Forms section; or Hines Tenant Information Manual, Forms section for blank Hold Harmless Agreement and minimum insurance  requirements.


A Special Request will need to be provided each time access is requested, however the Hold Harmless
Agreement and Certificate of Insurance will remain on file for one year for each contractor/vendor. If the
access request is for a different contractor/vendor, a Hold Harmless Agreement and Certificate of Insurance for each company  will be required.






NOTE: For requests tl1at requke Hines Engineering assistance or Compuware Security, standard hourly rates apply.


EXHIBIT  "D"






Tenant's Rules  and  Regulations












































































































































































D-1



































COMPUWARE BUILDING
ONE CAMPUS MARTIUS DETROIT, Ml48226


















Tenant Rurles & Reguliations


















Hines
Property Management Office
Located on 3 Woodward
313-227-4848


















THE   TECHNOLOGY
PERF'ORMANCE COMPANY






Compuware Security Command Center Office
Located in the Atrium Farmer Street Corridor
313-227-6111




Tenant Rules & Regulations
Compuware Building






TABLE OF CONTENTS






1.  Welcome To The Building ..........................................................................................3


2.  General Information ...................................................................................................4
2.1.    Building Address Information .........................................................................4
2.2.    Contact Information ........................................................................................4
2.3.    Building Hours of Operation and Access........................................................5
2.3.1.     Hours Of Operation.......................................................................5
2.3.2.     Building Entrances .........................................................................6
2.3.3.    Building Access ............................................................................7
2.4.    Building lnformation........................................................................................8
2.4.1.    Access and Egress Points ............................................................8
2.4.2.    Elevators .......................................................................................9
2.4.2.1.     Passenger Elevators ......................................................... 9
2.4.2.2.    Service Elevators .............................................................. 9
2.4.2.3.     Parking Structure Elevators ..............................................9
2.4.2.4.    Child Development Center Elevator..................................9
2.4.2.5.    Wellness Center Elevator ...............................................10
3.  Tenant Services .......................................................................................................10
3.1.    Visitor Policy .................................................................................................10
3.2.    Tenant Service Requests .............................................................................10
3.2.1.     Comfort Control - HVAC ............................................................ 10
3.2.2.     Door Hardware and Keys ...........................................................11
3.2.3.    Electrical- Light Bulb Replacement...........................................11
3.2.4.    Equipment Repairs .....................................................................11
3.2.5.    Plumbing ..................................................................................... 11
3.2.6.    Contractor Scheduling ................................................................12
3.2.7.     Insurance Requirements Group 1. ...............................................13
3.3.    Janitorial Services ........................................................................................14
3.3.1.     Waste Removal ..........................................................................14
3.4.    Deliveries......................................................................................................15
3.4.1.    Loading Dock..............................................................................15
3.4.2.     Moves and Large Deliveries .......................................................16
3.5.    Parking Garage ............................................................................................17
3.5.1.    Parking Plans & Reserved Areas ...............................................17
3.5.2.    Hours of Operation .....................................................................18
3.5.3.    Parking Access ...........................................................................18
3.5.4.     Parking Rules & Regulations ......................................................19
3.6.    General Building Rules and Regulations......................................................21




Tenant Rules & Regulations
Compuware Building




4.  Amenities .................................................................................................................22
4.1.     ATM's ...............................................................................................-...........22
4.2.    Market Place Cafe ........................................................................................22
4.3.    Wellness Center ...........................................................................................22
4.4.    Child Development Center ...........................................................................22
4.5.    Detroit People Mover Station: Cadillac Center Station................................22
4.6.    Retail: "The Shops at Compuware"..........................................................23
4.7.    Public Telephone..,.......................................................................................23
4.8.    U.S. Mail Drop Box .......................................................................................23
4.9.    Building Security...........................................................................................23
4.9.1.     Concierge Desk ..........................................................................23
4.9.2.     CSO Desk...................................................................................23
4.9.3.    Security Command Center .........................................................24
4.9.4.    Emergency Phones ...................................................................25
4.10.     Emergency Procedures and Evacuation Plan- See Exhibit A ...................25


Exhibit A - attached











Tenant Rules & Regulations
Compuware Building




1.  Welcome To The Building
•    Building Systems
A highly efficient, computer-controlled heating, ventilating, and air conditioning
(HVAC) system automatically directs the climate control system.  The multi-zone control units lower operating costs and provide flexibility to meet a variety of requirements for conference rooms, computer rooms and after hours use.


The Compuware Building also features extensive life safety systems.  Each floor has sprinklers and is equipped with complete fire and smoke detection; the building also features an alarm/voice communication system, pressurized stairwells, and a public address system.   Life safety systems are computer­ controlled and monitored 24 hours a day, 7 days a week and supported by an emergency generator.  After hour's entry to the lobby, parking garage, and building elevators is strictly controlled through a card access system and monitored by electronic surveillance equipment and the Building Security Staff.


•    Building Security
The building maintains a security staff of professionals 24 hours a day, 7 days a
week.  The Building's Security Command Center (SCC) is located in the Atrium and is equipped with a computer controlled system for monitoring building systems including: access control, video surveillance, life safety, elevators, parking and mechanical.  Security officers continuously monitor these systems and are prepared to facilitate appropriate responses as required.


•    Hines Property Management
The Property Management Office is located in the building and is responsible for the facilities systems and day-to-day operations.   Property Management can respond, support and/or facilitate most tenant requests.  Property managers, engineers, and maintenance personnel are dedicated to the highest standards of personal service and are located on-site during business hours and are on-call after-hours.  Tenants should contact the Property Management Office for any requests, issues or general assistance.


•    Tenant Portal
The Tenant Portal may be used for submitting all work order request(s), resource reservations including the loading dock and service elevator(s) as well as access badge and key requests. Please save the following Portal link to your favorites: http://hines.awaremanaqer.com/compuware


The Tenant Portal will also be used as a platform for sharing general building and event information including    tenant    documents    Events   and   the    Building Emergency Procedures.









Tenant Rules & Regulations
Compuware  Building




2.  General Information
2.1.    Building Address Information


Mailing Address
Tenant Name
One Campus Martius
Suite#     _
Detroit, MI 48226


Street Address
1044 Woodward Avenue
Suite#     _
Detroit, MI 48226


2.2.    Contact Information


Hines:  Property Management Office
The Property Management Office is located in the building
Main Number    313-227-4848
Fax Number    313-227-4860
General Email Address    Hines@Compuware.com
Tenant Portal    hines.awaremanager.com/compuware


	
			
	Name
	Title
	Contact Information

	Michael B. McNally
	Property Manager
	Ph: 313-227-5613
Michael.McNally@Hines.com

	Pete Rzotkiewicz
	Building Services
Manager
	Ph: 313-227-5616
Pete.Rzotkiewicz@Hines.com

	Chris Hewitt
	Engineering
Manager
	Ph: 313-227-5611
Chris.Hewitt@Hines.com

	Leslie Wojcik
	Project Accountant
	Ph:  313-227-9233
Leslie.Wojcik@Hines.com

	Nancy Verstraete
	Tenant Services
Coordinator
	Ph:  313-227-5615
Nancy.Verstraete@Hines.com

	Kim Runyon
	Receptionist
	Ph:  313-227-4848
Kim.Runyon@Hines.com






Building Security
Security Command Center (SCC)     313-227-6111
Located in the Atrium near the Farmer Street Entrance.


Concierge's Desk     313-227-4887
Located in the Atrium near the Main Entrance.




Emergency Numbers Police Emergency Medical Emergency Fire Emergency
 

911
911
911





Tenant  Rules & Regulations
Compuware  Building




NOTE:
The  Building vanity  address is  the  Compuware  Building, however  in  an emergency situation the street address of 1044 Woodward Avenue  should
be provided to fire and/or police department personnel.


2.3.    Building Hours of Operation and Access
2.3.1.    Hours of Operation
Tenants have access to the building 24 hours a day, 7 days a week through use of their access card at specific entrance points.


Atrium Public Hours of Operation
Monday - Sunday    6:00 AM - 10:00 PM


Loading Dock
Monday- Friday (Dock Attendant)    6:00AM to 6:00 PM
6:00 PM to 6:00 AM    Access by Reservation only




Saturdays, Sundays
Holidays
 
Access by reservation only
Access by reservation only





Tenant Rules & Regulations
Compuware Building




2.3.2.    Building Entrances
Woodward Main Entrance
Public entrance, after hour's entrance by access card.


Monroe Entrance
Public entrance, no after hour's access.


Farmer Street Entrance
Public entrance; after hours entrance by access card.


Level 2 Pedestrian Connector Parking Structure Entrance
Tenant entrance located on Level 2 of the parking structure adjacent  to  Farmer  Street.      The  enclosed  connector  is  card access only and provides direct access to the buildings 2nd floor Monday - Friday 5:00 AM to 9:00 PM and is closed on weekends.






















GRATIOT


















































Woodward
Main Entrance
 
Monroe  Street Entrance




CSO Desk





Tenant Rules & Regulations
Compuware  Building




Level B1/82-Below Grade Parking Areas
Compuware, Reserved and Child Development Center (CDC) below grade parkers may enter the building using the passenger elevators located in the Woodward elevator bank.


Loading Dock
The loading dock is located in the building on Gratiot adjacent to the Southeast corner of Farmer.   The loading dock pedestrian door  has  an  access  card  reader  and  a  call  box  for  tenant deliveries.


2.3.3.    Building Access
Access Cards
Tenants must use their access card for entry to tenant specific building areas:












Tenant Rules & Regulations
Compuware Building




2.4.     Building Information
2.4.1.     Access and Egress Points


















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Main
Entrance






Stairwells
The Building contains four emergency stairwells on each floor:
two on the Woodward side and two on the Monroe side.  These stairwells have a 2-hour fire rating  and are pressurized  in the event of a fire emergency to provide smoke-free passage to the base of the Building.


Stairwell doors are equipped with card access readers on each floor and remain locked other than in the event of a fire life safety emergency.  You will not be able to use the emergency stairs for floor-to-floor travel unless your access card is programmed for use on specific floors.


An Evacuation Plan is posted at each of the emergency stairwells and in the Child Development Center, Wellness Center and Cafe.


REMEMBER; DO NOT USE ANY OF THE ELEVATORS in the event of a fire emergency.


Tenant Rules & Regulations
Compuware Building




2.4.2.    Elevators  l;i11)!11!i\\.l
The  Building  maintains  an  onsite  elevator  technician  Monday through Friday from 9:00 am to 5:30 pm.


2.4.2.1.    Passenger Elevators
The Building is serviced by 16 passenger elevators in two
elevator banks located in the center core.  The Woodward and Monroe elevator banks each contain 8 elevators.  The Monroe elevators provide service from the Atrium to the


151
h
 
floor.  The Woodward elevators provide service from


the B1/B2 parking levels to the 151
h
 
floor.







2.4.2.2.    Service Elevators  D
There are two service elevators located in the Woodward
		
	wing of the Building.
	Service elevators are card access controlled and are available for authorized use on a first


come, first served basis, 24 hours a day, 7 days a week.


Service Elevator Dimensions and Floor Service Levels
	
			
	Area
	Dimensions
	Comments

	2 elevators
	Opening 48 " (w) x 8' (h)
	4,000 lbs each

	Each car
	5' 9"(w) X 7'6"(d) X 9'5"(h)
	 

	Elevator 201
	Services Levels B-2 through Level 16 from
the Dock. Does not open at Grade Level.

	Elevator 202
	Services Levels B-2 through Level 16 from
the Dock.   Has a second door for Grade
Level service.






All Building deliveries must be made via the service elevators. Authorized tenants and contractors may use the service elevators and loading dock for after hours (5:00 pm
- ?am)  use  or  utilization in  excess  of  30  minutes  by
reservation only.    Tenants must submit a written reservation request to Property Management for approval. After hours access may require security supervision at Tenant's expense.


2.4.2.3.    Parking Structure Elevators
Four garage passenger elevators located on the Northwest
side  of  the  parking  garage  serve  parking  Levels  B-2 through 10.  Elevators are in operation 24 hours a day, 7 days a week.   Access to the B1/B2 parking levels is restricted by card access for Compuware, CDC and tenant reserved parking only.


2.4.2.4.    Child Development Center Elevator
One elevator is located in the Child Development Center
Suite for service from the second to third floor.









Tenant Rules & Regulations
Compuware Building




2.4.2.5.    Wellness Center Elevator
One elevator is located in the Wellness Center Suite for service from the second to third floor.


3.  Tenant Services
3.1.     Visitor Policy
During Atrium public hours, Monday- Sunday 6:00 AM - 10:00 PM, tenants must register and receive all visitors at the Concierges desk located near the Woodward Main entrance.  Tenants must escort all visitors in areas beyond the tenant's demised space including the Cafe and dock areas.   For after hours access, visitors must be escorted by a tenant to the CSO desk located in the Atrium behind the turnstiles for building access registration.


3.2.    Tenant Service Requests
All tenant service and building related requests should be directed to Property Management by an authorized Tenant Representative for appropriate response, remedy and/or coordination from an outside service contractor. All Tenant Service requests are processed through a computerized Work Order system.


Service requests can be submitted as follows:
•  Through the Tenant Portal,  http://hinesawaremanaqer.com/compuware
•   By phone at 313-227-4848
•  Email to hines@compuware.com


Please provide all relevant information and details. If a request is beyond the staffs ordinary scope of services an appropriate outside contractor(s) can be commissioned with the Tenant at tenant's cost.


3.2.1.        HVAC-  Comfort Control
HVAC Temperature Adjustment
Contact the Property Management Office during business hours to
report a hot or cold area within your space.  Please be prepared to provide the following information:
•  Your name
•  Tenant
•   Individual requesting adjustment
•  Specific area and required adjustment(s)


Please note that space heaters and humidifiers are strictly forbidden in the Building and in violation of City of Detroit fire codes.  In addition, space heaters disturb the accuracy of the building thermostats causing surrounding employees to be cold.




Tenant Rules & Regulations
Compuware Building




3.2.2.     Door Hardware  and Keys
		
	•
	Tenant   may   use   their   contractor   for   keying   within   their demised space, however an access key must be provided to Property Management for emergency  access purposes only.


		
	•
	The  following  keying  services  can  be  provided  upon  tenant request:


Re-pin  Lock Cylinder  (change  lock), this change  includes
re-pinning  with two keys.   Please  allow  up to 10 working days for completion.
Emergency Re-pinning  can be provided where a temporary emergency  cylinder  will  be  installed.     A  temporary emergency  cylinder includes two keys that are the property of Property Management  and must be returned when the cylinder  is replaced.    If the emergency  keys are lost, the cost  for re-pinning  all emergency  cylinders  kept  in stock will be charged to tenant.


3.2.3.     Electrical- Light Bulb Replacement
•   Fluorescent Lights
•   Incandescent  Lights
•   Special Lights (replaced at Tenant cost)


The  replacement  of  light  bulbs  is the  most  common  call  in the building.   A member  of the engineering  staff inspects the building areas to ensure  proper fixture  illumination;  however,  bulbs sometimes   burn   out   between   inspections.      If  a  burnout   is discovered,  please  contact  Property  Management   and  describe the lamp type, location, and quantity.


3.2.4.     Equipment Repairs
Property   Management   can  assist  with  Tenant  related   repairs and/or coordination.   Depending  on the specific request a Tenant expense may be incurred.


3.2.5.     Plumbing
•   Clogged/Dripping  sinks
•   Plugged/Overflowing toilets
Report all plumbing problems to Property Management;  please indicate the floor and the specific area (i.e. 2nd floor women's room).


Tenant Rules & Regulations
Compuware Building




3.2.6.     Contractor Scheduling
The following are procedures  for contractor scheduling:
		
	•
	An  authorized   Tenant   representative   must  notify  Property Management   in  writing  of  all  scheduled  contractor  work  to ensure appropriate approval and access can be provided.


		
	•
	Contractors   are  required   to  keep  all  areas  of  construction secured whenever they are not in use, including mechanical, electrical, and telecommunication rooms.


		
	•
	If a contractor arrives at the building unannounced,  access will be denied  until Property  Management  can make  contact with the  Tenant  and  confirm  the  scope  of work  for  approval  and access.


		
	•
	Unannounced contractor  requests  will  be  accommodated  to the degree that a member of the Building's management  team is available to support approval and access.


		
	•
	After  approval  has been  provided  the  contractor  may  obtain keys and/or access cards from the Security Command Center (SCC) located in the Atrium near the Farmer entrance.


		
	•
	All contractors  are required  to leave a valid drivers  license  or an  approved  form  of  identification  in  exchange  for  building keys and/or access cards.


		
	•
	If  a  key  or  access  card  is  not  returned  the  tenant  will  be notified.     Tenants  will  be  responsible  for  any  incurred  costs associated  with contractor's  failure to return  a key or access card at the end of each day as required.


		
	•
	Building Security and/or Engineering  staff supervision  may be required  for work  in secured  areas  including  the  roof, mechanical,  electrical and telecommunications rooms.   Any incurred costs will be the Tenant's responsibility.


		
	•
	Areas of the building which require  supervision  require a two­ (2) day notice to obtain permission.


		
	•
	For   Projects    that    last   more   than    one   week,    special arrangements should be made with Property Management for appropriate access coordination.


		
	•
	At   project   start-up   the   general   contractor   must   provide Property  Management  with a list of approved  subcontractors for access. Property Management and Building Security must approve all access.


		
	•
	Property  Management staff is required to inspect  construction areas and report any violations of rules to the Tenant and/or Contractor.




Tenant Rules & Regulations
     Compuware Building     
3.2.7.         Insurance Requirements- Building Service Contractors (Group 1/11) All  Building  Service  and  Tenant  Construction  Contractors  must meet the following insurance requirements:


•     Workers Compensation
[In kind and amount as prescribed by statute]
•     Commercial General Liability
•     Commercial Automobile Liability
•     Umbrella Liability
•     Employers Liability
•     Crime Insurance (not required for Group II vendors)
 





$1,000,000
$1,000,000
$5,000,000
$1,000,000
$1,000,000







Group I Vendors




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,IIIOO.i(f,ll;     THIS  C.ERllTICAT£   t S. l.SSUfD  A·S   ltl.t.TTER  Of   INfORMATION
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£" t •XIi:1   i'.tx r..:i    M "fH l a:.l.:jz: s    ALTER  THE COVeRAGE AffOROfD B Y  ll POliCIES BELOW.


-     - INSUIWIS AffORCiG COVERAGE    NNCM


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N.om:e   ot    in  lr"'d
 
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Tenant Rules & Regulations
Compuware Building




3.3.     Janitorial Services
The building will be maintained in a Class A manner.  General office cleaning is provided Monday through Friday except designated national holidays. Should you need cleaning or trash removal beyond the ordinary services provided  for  in  your  lease,  Property  Management  can  schedule  such additional services upon request.   Additional cleaning services may be contractually arranged or scheduled periodically as necessary.  All additional cleaning costs will be billed directly to the Tenant.


Although most services are scheduled for evening hours,  a day staff is in place to maintain public areas and restrooms.   Please contact Property Management for any Tenant specific Day Porter service needs.




3.3.1.        Waste Removal
The Compuware Building supports environmentally responsible waste removal policies and as such engages in an active recycling program through both onsite and offsite recovery methods.


The Building is not a licensed hazardous waste management facility.  All hazardous materials, including medical waste, must be disposed of at the expense of the Tenant.  Tenant may not use any chemical(s) for cleaning or other purposes without Property Management approval.


All trash which is too large or numerous for a trash receptacle should be clearly marked with TRASH labels.  All items to be disposed of must be marked with a label; labels are available from Property Management.  Items that are not marked with a TRASH label will not be removed.


Large bulk trash removal such as furniture, equipment, etc. should be arranged through Property Management.


Note:    The  building's  trash  compactor(s)   can  only  support normal office rubbish items.   Compactor(s) cannot support furniture, computers,  office equipment,  etc.; these items must be disposed of separately.


Wet rubbish must be properly stored and removed daily.  Rubbish or discarded equipment must not be stored in elevators, lobbies, corridors or stairwells for even short periods of time.   Doing so impedes  access  to  exits  and  is  a  violation  of  fire  codes  and building regulations.


Non-rubbish items like furniture should not be placed in the Dock or in any open top dumpster.


If  you  have  any  questions  regarding  waste  removal,  please contact Property Management.


Tenant Rules & Regulations
Compuware Building




3.4.    Deliveries
3.4.1.    Loading Dock
The loading dock is located off Gratiot Street.


Dock Dimensions
	
			
	Area
	Dimensions
	Comments

	4 Bays
	14' (H) x 45' (L)
	Clearance height and bay
length

	Ramp to Dock
	4' (W) X 34' (L)
	From   top   of   ramp   to
bottom

	Dock surface
	4' (H)
	From  truck  bay  floor  to
dock surface






The Loading Dock is staffed from 6:00 AM - 6:00 PM, Monday through Friday.  To ensure appropriate authorization is provided, Tenants shall provide Property Management with an advanced written schedule for standard  deliveries which can be expected on a daily basis (i.e, UPS, Fed Ex, etc). All delivery personnel are required to check in with the dock attendant for issuance of a service elevator access card.  Delivery personnel must provide the following:
•  Tenant for whom the delivery is intended
•   Floor and suite number
•  Approximate amount of time needed for delivery
•  Keys to vehicle
•  Acceptable proof of identification


Tenants with appropriate access clearance may escort or receive small courier type deliveries through the Loading Dock pedestrian entrance, providing delivery is not disruptive to Loading Dock operations.


The dock attendant will make every attempt to accommodate delivery trucks.   Space is limited; therefore, standard deliveries must be completed within 30 minutes.  There is no temporary storage available at the Loading Dock, all deliveries must be taken directly to the Tenants demised space. Improperly parked vehicles or vehicles blocking sidewalks shall be subject to the rules and regulations of the Detroit Parking Enforcement Agency.


Forty  eight  (48)  hour  advanced  notice  must  be  provided  to Property Management through use of the Tenant  Portal  for all dock reservations specific to non-standard deliveries including:
•   Deliveries taking longer than 30 minutes
•   Oversized items that may require specific coordination
•  Extremely heavy items
•  After hours and weekend requests


Tenant Rules & Regulations
Compuware  Building




3.4.2.    Moves and Large Deliveries
Movement of furniture, office equipment, construction materials or
any other items requiring utilization of service elevators and/or the loading dock in excess of 30 minutes is restricted to weekends or after hours (6:00 PM - 6:00 AM) on weekdays.   All moves and large deliveries must utilize the service elevator; use of the passenger elevators is strictly prohibited.


Tenant Procedures:
		
	•
	Reserve a service elevator by submitting a 48 hour written reservation request  through  the  Tenant Portal to  Property Management. Required information includes:


1.  Date of move
2.  Start and end times
3.   Name of the company engaged in the move/delivery
4.  A brief summary description of specifics
		
	•
	Building Security may be required at Tenants expense for any after hours or weekend loading dock use.


		
	•
	Consistent with Lease terms a Certificate of Insurance must be sent to Property Management prior Tenant contractor/vendor building access. Certificates can be emailed, faxed or mailed.


		
	•
	Tenant  is  responsible  to  ensure  that  all  contracts/vendors adhere to the prescribed building rules and regulations including the protection of building corridors, doors, stairwells, elevator floor coverings, public areas, lobbies, service areas and the protection of floor covering using Masonite or plywood along the prescribed route of movement.




Tenant Rules & Regulations
     Compuware Building     




3.5.     Parking Garage
3.5.1.     Parking Plans & Reserved Areas






Parking Legend Yellow: Gratiot Ramp provides parking  for Compuware, Tenant
& Building employees.


Blue: Farmer Ramp above Level 4 provides  parking for Compuware, Tenant
& Building employees.


G - n: Crossovers provide access to Gratiot & Farmer Ramps.


rmf!l:  Visitor Parking for all Tenants & Compuware Visitors.


!iZ!!I!m: Garage
Retailers
 



     101   Level
h






     9th Level






h  Level
     81     






     ih Level






6th  Level






5th  Level






h  Level
     41     




Level B2: Compuware & Child Development Center Parking (CDC)
 
Visitor Parking




3rd Level


Visitor Parking


     2nd Level




Visitor Parking


Ground Level


Compuware & Reserved Parking


     Level B1


Compuware & CDC Parking


     Level B2






Tenants parking in the Parking Structure may use either the
Gratiot or Farmer Street entrances





Tenant Rules & Regulations
Compuware Building




CDC Parking
Reserved parking for CDC participating parents is located in the  B-2  parking  area.     Authorized  CDC  parkers  will  be provided a parking tag for rear view mirror vehicle display. Additionally 4 spaces are available for 15 minute "Drop Off' purposes.  See diagram for entrance/parking areas:






COMPUWARE BUILDING
CDC Reserved Parking Area - Level 8-2






•• "I •• • • I ... I  ••• • . I,._ 't
f
• 15-Mlnute Drop  orr Ar.,a-    •




















...•.••..•••••......
• COC R· Ne-cf Parkl'ng ATea    •
...............It  .... .. •••














Non-Reserved Tenant Parking
Levels 1-10 on a first come, first served basis.


Visitor Parking
Levels 1-4 on a first come, first served basis or in the Visitor
Area located at the Farmer Entrance.


Handicapped Parking
Handicapped parking is available on a first come, first served basis and is adjacent to the elevator lobbies


3.5.2.     Hours of operation
With the exception of Special Events identified by the Landlord,
Tenant and Visitor parking access is available 24 hours a day, 7 days per week, however vehicles may not be stored in the garage.


3.5.3.     Parking Access
Tenants may access the Parking Structure from either the Gratiot
or Farmer entrances by using their building access card or parking puck device 24 hours a day, 7 days a week.




Tenant Rules & Regulations
Compuware Building




Visitors
Visitor parking is offered on a first come, first served basis.   A
dedicated Visitor Parking Area is located at the Farmer Entrance. Visitors must pull a parking ticket from the ticket dispenser for either validation or payment. Visitor parking rates are posted at each entrance.


Visitor Parking Rates


	
		
	

Hours
	

Standard Rate

	0 - 3 hours (6 am - 2 pm)
	$10.00

	3 - 4 hours (6 am - 2 pm)
	$15.00

	Over 4 hours (6 am - 2 pm)
	$20.00

	2 pm- 6 am
	$10.00

	Weekends (Sat & Sun)
	$10.00






•    Parking operations are 24/7/365
•    The Visitor Parking entrance is located on Farmer Street.
•    6'10" Height Restriction.
•    Payments must be made with cash or check.


Parking Structure Access Points
•    From Building to Parking
Tenants may use their building access card for accessing the
Elevated Pedestrian Cross Bridge located on Level 2 of the
Parking Structure, M- F from 5 AM- 9 PM.
•    Parking Structure Elevators
The   structure   is   serviced   by ·  four   passenger   elevators providing  service  for  Levels  1 -10.    Access  to  the  B1/B2 parking levels  is restricted by card access for Compuware, CDC and tenant reserved parking only.


3.5.4.    Parking Rules & Regulations
1.  There are two (2) primary entrances to the Parking Structure, one  located  on  Gratiot  near  Broadway,  and  the  other  on Farmer Street.   Tenants may  use either entrance.   Tenant non-reserved parking is available on levels 3 - 10.  Tenants may not park in the Visitor parking area located at the Farmer entrance,    violators   may   have   their    parking   privileges suspended or terminated.
2.  The access control system is equipped with an anti-pass back feature, which disallows consecutive uses.   Multiple uses on an access card will result in immediate termination of parking privileges.
3.  Your parking access card must be displayed in your vehicle and be visible at all times.


Tenant Rules & Regulations
Compuware Building




4.   Cardholders  are  responsible  for  maintaining possession  of their respective access card.   Should an access card be forgotten,  parkers  must  utilize  the  Visitor  Parking  area  by pulling a ticket and paying the respective parking fee.   Daily parking fees are not reimbursable.
5.  You must notify Hines Detroit Services, LLC if your vehicle
information changes at any time.  Failure to do so will result in deactivation of your parking access card.
6.  All    lost   or    damaged   access    cards    must   be   reported
immediately to the Property Management Office at 313-227-
4848.  A $10.00 replacement charge must be paid prior to the issuance of a new access card.
7.   Parking access cards are NOT transferable without advance
approval from the Property Management office.
8.   Parking privileges are for daily parking use only; vehicles may not be stored for consecutive days.
9.  Secure your vehicle; lock all doors, close all windows and sunroofs.
10. Do not leave cellular phones, laptops or any other valuables in
your vehicle.
11. All vehicles parking in Handicapped areas must clearly display
a local or state issued Handicapped parking permit.   Any vehicles parked in a Handicapped stall without proper credentials will be ticketed or towed at the vehicle owner's expense.
12. Park  only  in  designated  parking  stalls.    Vehicles  parked improperly or parked in any Reserved Parking stall will be ticketed and/or towed at the vehicle owner's expense.
13. Repeat parking violators will be charged the maximum daily rate after their first offense, parking privileges may be suspended or terminated for subsequent offenses.
14. Parking structure speed limit is 5 miles per hour throughout.
15. Please comply with all posted signs throughout the parking
structure.
16. Parking  privileges  may  be  revoked  and  damages  pursued should cardholder  cause  damage  to  the  parking  structure and/or parking system equipment.
17. Vehicles must not leak fluids; violators parking privileges may
be suspended or revoked with written notice.
18. Vehicle heights are restricted to maximum height of 6'10' as posted throughout the parking structure.
19. Open intoxicants, flame and/or "Tailgating" are not permitted in
the parking structure or on Compuware property.
20. Violation of any rule or regulation can result in the termination of parking privileges without refund.
21. The parking facility is available for use on a "24/7'' basis with the exception of special events, as determined by Compuware Corporation.  Special Events shall include however are not limited to sporting  playoffs games for the NBA, NHL,  NFL, MLB and NCAA.  Parking fees incurred by the Cardholder as a result of not having access to the facility are not reimbursable.


Tenant Rules & Regulations
Compuware Building
22. Compuware  Corporation,  Hines  Detroit  Services,  LLC  and Metropolitan Parking Services, LLC and their agents shall not be liable for any vehicle damage or destruction by reason of theft, fire, collision, or any other cause.  Cardholders are solely responsible for their vehicle, possessions, control and content. The Cardholder also agrees to hold Compuware Corporation, Hines    Detroit   Services,   LLC   and   Metropolitan   Parking Services, LLC harmless of any damages or bodily injury sustained by parker or any other person in connection with vehicle damage or destruction.
23. Violation of the Parking Structure Rules and Regulations may result in immediate termination of parking privileges.  Parking Rules and Regulations may be modified by Compuware Corporation or its Agent from time to time.


3.6.    General Building Rules and Regulations
		
	•
	Tenant identification access badges must be worn and displayed at all times for security and identification purposes.


		
	•
	Soliciting and/or marketing are not permitted in the Compuware Building without prior authorization from Property Management.


		
	•
	The Compuware  Building is  a "Non-Smoking" facility, smoking  is  not allowed in the building.


		
	•
	Sidewalks, doorways, vestibules, hallways, stairways and/or other similar areas shall not be obstructed or used by anyone for any purpose other than ingress and egress.  Temporary material storage is not permitted in these areas.


		
	•
	Plumbing fixtures, appliances and systems shall be used only for their intended purpose.   No debris, rubbish, rags or unsuitable material, including  toxic  or  flammable  products,  shall  be  disposed  of  in  the plumbing system.


		
	•
	No signs, advertisements or notices shall be painted or affixed to any windows, doors or any other part of the Building visible from the exterior or common public area(s) of the Building.


		
	•
	Tenants shall not place any additional lock or locks on any door in its premises    without   obtaining   prior   written   consent   from   Property Management.


		
	•
	All contractors, sub contractors and installation technicians performing services to base building areas including but not limited to, installation of telephones, electrical devices, HVAC, attachments including installations which affect floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building shall be directed to Property Management for approval and supervision if necessary.


		
	•
	Movement of furniture, office equipment, dispatch or receipt of any bulky material, merchandise or material which requires use of elevators shall be restricted to service elevators only.   Absolutely no carts or dollies are allowed through the main entrances or on passenger elevators.  All non­ hand carried items must be delivered via the lo.ading dock and service elevator.


		
	•
	Tenant deliveries requiring the service elevators in excess of 30 minutes will require a reservation request submitted through the Tenant Portal to




Tenant Rules & Regulations
Compuware  Building
be approved by Property Management.   A 48 hour minimum notice is required.
		
	•
	Tenants must not engage in noisy activities which interfere with the quiet enjoyment of other tenants and occupied floors.


		
	•
	No animals (except seeing-eye dogs) shall be brought into or kept in the building or parking structure areas.


		
	•
	No machinery of any kind, other than normal office equipment, shall be operated by a tenant without the prior written consent of Property Management.    Flammable or explosive fluid or substances are strictly prohibited in the building.


		
	•
	No portion of any building area shall at any time be used or occupied for sleeping or lodging purposes.


•    Landlord/Manager is not responsible for lost or stolen property.
		
	•
	Tenant will  not  cause or  allow any  odor Property Management finds objectionable to emanate from its area.


•    Landlord reserves the right to rescind, add or modify Tenant Rules and
Regulations from time to time.


4.   Amenities
4.1.    ATM's
ATM's are located in the Building on the 2nd level (Huntington National Bank)
and in the Atrium (Comerica Bank).


4.2.    Market Place Cafe
The Cafe is located on the Woodward side of the 2nd  level and provides
variety of cuisines and menu choices.   The Cafe is open Monday through
Friday as follows:




•    Breakfast
•    Continental Breakfast
•    Lunch
 
7:00 AM    -    9:00 AM
9:00 AM    - 10:00 AM
11:00 AM    -    1:30 PM







4.3.    Wellness Center
The 2 story Wellness Center encompasses 38,000 square feet and is located
in the core area on Level 2 of the building. Hours of operation are:




•    Monday - Thursday
•    Friday
 
6:00 AM    -    8:30 PM
6:00AM     -    7:30 PM







The center features state of the art cardiovascular, strength equipment, two (2)  racquetball  courts,  a  gymnasium,  Spinning®  room,  aerobic  room, massage room, fitness evaluation and consultation rooms.  There is also a running/walking track (8 laps =  one mile), multi-purpose room along with men's and women's locker rooms featuring dry saunas and full towel service. Many other fitness activities and services are offered to members.


4.4.    Child Development Center (CDC)
The CDC is located on Level 2 and is operated by Bright Horizons.   The
Center provides care for children ages 6 weeks to Kindergarten.  The hours of operation are 7:00 am - 6:00 pm Monday - Friday.   Tenant parking is available for participating parents in the CDC reserved area located on Level


Tenant Rules & Regulations
Compuware Building
B2.    Parents  should  utilize  the  passenger  elevators  for  2nd  floor  Center access and child drop off purposes.


4.5.    Detroit People Mover Station: Cadillac Center Station
The Building is serviced by a Detroit People Mover Station stop (Cadillac
Center), which can be accessed from the 1st level of the Parking Structure. Fares for the People Mover are $.75 with token machines located in the station lobby.


4.6.    Retail: "The Shops at Compuware"
Retailers are located on the ground  floor  of the Office Tower and along
Monroe in the parking structure. Retailers include:


Office Tower
•   Ben & Jerry's
•   Bonnie's Sundries
•   Ezelli Hair Salon
•   Hard Rock Cafe
•   Heritage Optical
•   Huntington National Bank
•   FedEx/Kinko's
•   Olga's Kitchen
•   Texas de Brazil
•   Tim Hortons


Parking Structure
•  AT&T
•   CK Mediterranean Grille
•    Cottagelnn
•   DMC Physicians
•   Hot Sam's Quality Clothes
•  Jimmy John's
•   Orchid Thai


4.7.    Public Telephone
A Public payphone is located in the Atrium adjacent to the Concierge's desk.


4.8.     U.S. Mail Drop Box
		
	A U.S. Mail drop box is located in the service corridor adjacent to the service elevators.
	The U.S. Postal service picks  up mail at 5:00 PM.  from this location.




4.9.    Building Security
4.9.1.        Concierge Desk
•    Located at the main entrance.
•    Hours of Operation
:Y    Monday- Friday 6:00 AM to 10:00 PM
:Y     Weekend Hours 8:00 AM to 10:00 PM
		
	•
	All  visitors  to  check  in  at  Concierge  Desk  and  must  be escorted by Tenant.


























Tenant Rules & Regulations
Compuware Building
		
	•
	The Concierge's Desk cannot accept or store Tenant package deliveries.




4.9.2.     CSO Desk
The CSO Desk is located in the Atrium behind the turnstiles and is staffed 24 hours a day, 365 days a year.  All after hour visitors must be escorted by a tenant and register at the CSO desk.


4.9.3.    Security Command Center
The Security Command Center monitors the buildings Emergency Life Safety Systems and coordinates all building emergency responses.    The  Security  Command  Center  is  located  in  the Atrium near the Farmer entrance and is staffed with trained professionals 24 hours a day, 365 days a year.
















GRATIOT
















































Woodward    Monroe Street Entrance


Main Entrance
CSO Desk


Tenant Rules & Regulations
Compuware Building




4.9.4.     Emergency Phones
Emergency  phones  (Blue  Light)  are  located  throughout  the parking structure and in each of the structure elevator lobbies. These phones are monitored and answered by Building Security and should be used only in actual emergency situations.


4.10.     Emergency Procedures and Evacuation Plan -See Exhibit  A attached


EXHIBIT  "E"






SECURITY  SPECIFICATIONS, PROCEDURES AND SYSTEMS SECURITY  SPECIFICATIONS
Landlord will  provide, at Landlord's cost,   for  the  safety  and  security of tenant employees, visitors, guests  of the  Development according to the  existing Security processes and  procedures as set  forth  in Exhibit  "D"  which  incorporates all




•    Access  guidelines and  procedures


•    Emergency procedures & Evacuation plans






In addition, Landlord will  represent Tenant  to the  general public, employees and  visitors in a professional and  courteous manner with  the  mission of providing the  highest level of guest  services.




Site  Security


•    Landlord shall  maintain coverage of the  Security Command Center  and  Lobby


Concierge Desk  24x7  365  days  per  year


		
	•
	Landlord shall  create, record  and  maintain all  existing logs  and  incident reports  that  are  reported for  the  Development


•    Landlord is responsible for  the  administration and  security  of all  door  keys


		
	o 
	To  the  extent  required pursuant to the  Lease,  Tenant  must  provide all access  keys  to  all  leased  space  areas  to landlord


•    Landlord shall  perform daily  security checks including site  perimeter checks


and  checks  of all access  doors  and  common areas


		
	•
	Landlord will  be responsible for  maintaining, executing and  training tenant designates on existing emergency procedures and  evacuation plans


o     Landlord will  provide Tenant  Rules  & Regulations Handbook to


Tenant  which  contains emergency procedures and  evacuation plans


		
	•
	Landlord will  be  responsible for  monitoring and  maintaining the  following existing security and  building systems  for  the  Development and  Parking Structure to  a level  no  less  than  the  same  standards existing for  the Development as of the  date  of the  Lease.


o     Video  surveillance


o     Life  safety  systems


o      Building Mechanical systems o     Access  control  systems
o     Emergency call  boxes o     Elevators


EXHIBIT "F" CURRENT  ENCUMBRANCES




		
	1.
	Easement   reserved   in  favor  of  the  City  of  Detroit  for  public  lighting  facilities,   as evidenced  by instrument  recorded  in Liber  3 2 7 51, Page  59 6.






2 .      Building   and   Use   Restrictions,   as  recorded   in  Liber   32751   on   Page   596,   but omitting  any  covenant  or  restriction   based  on  race,  color,  religion,  sex,  handicap, familial  status,  or national  origin.




3.         Resolutions  vacating  streets,  recorded  in  Liber  1058,  Page  164  and  in  Liber  1059, Page  222.




4.       Agreement  and  Grant  of Easement  for Water  Mains  and  Sewers  granted  to the City of  Detroit  acting  through  its  Board  of  Water  Commissioners,  as  set  forth  in  Liber
42095, Page  294.






5.         Underground  Easement  (Right-of-Way) in  favor  of the  Detroit  Edison  Company,  as disclosed  by instrument  recorded  in Liber  32968 on Page  465.




6.    Terms  and  conditions   of  a  Memorandum  of  Easement   Agreement   granted  to  the


Detroit   Transportation   Corporation   as  disclosed   by  instrument   recorded   in  Liber


22786, Page  204.    Amendment  to  Grant  of  Easement  recorded  in  Liber  32968, Page  436   and  re-recorded  in  Liber   34210,   Page  20.     Amended   and  Restated Grant  of Easement  as disclosed  by instrument  recorded  in Liber  3 2 7 51, Page  527.




7 .     Terms  and  conditions  of  an  Easement  Agreement  to  the  City  of  Detroit  Downtown


Development  Authority,  as  disclosed  by  instrument  recorded  in  Liber  3 27 51, Page


542  and in Liber  32751,  Page  603.






8.     Terms  and  Conditions  of  a  Transfer  Agreement  with  the  City  of  Detroit  Downtown


Development   Authority,  as  disclosed  by  instrument  recorded  in  Liber  32751,  Page


510.






		
	9. 
	Terms   and   conditions   of  a   Downtown   People   Mover   Easement   Agreement,   as disclosed  by instrument  recorded  in Liber  2 2045, Page  2 9.






		
	10. 
	Subject  to an underground easement  for the Detroit  Edison  Company's underground steam  line as disclosed  in a certain  instrument  recorded  in Liber  18009, Page  398.


F-1


11.    Resolutions  as  disclosed  by  instruments  recorded  in  Liber  16 9 2 8,  Page  167,  Liber


17229, Page  321, Liber  20057, Page  413,  Liber  30242, Page  4934, Liber  32751, page  484,  and in Liber  32751,  Page  504.


EXHIBIT  "G"


PROHIBITED  USES






I.     RETAIL  PREMISES:






A.    any  dancehall  within   one  hundred  feet    (100')   of  any  entrance  to  the


Building;






B.        any flea market, second-hand  or surplus store, but a store selling antiques, or estate jewelry in a first-class manner shall be permitted;




C.      any dumping, disposing, incineration or reduction of garbage (exclusive of appropriately screened dumpsters or trash compactors located in the rear of any building);




D.        any fire sale, going out of business  sale  (other  than on  a temporary basis not  to  exceed  thirty  (30)   days),  bankruptcy  sale  (unless  pursuant  to  a  court  order)  or auction house operation;




E.        any  central  laundry  or  dry  cleaning  plant  or  laundromat  (except  that  this prohibition  shall  not  be  applicable  to  on-site   service  provided  solely  for  pick-up   and delivery by retail customer, including nominal supporting facilities);




F.        any automobile, truck, trailer or recreational vehicle sales, display, storage or repair  (but vehicle leasing and the display of a limited number of any such items shall not be prohibited);




G.     any veterinary hospital or kennel; H.     any mortuary;
I.          any establishment selling, renting or exhibiting pornographic materials, adult books,  films,  video  tapes,  compact  discs,  or  computer  software  (which  are  defined  as stores  in  which  a  material  portion  of  the  inventory  is  not  available  for  sale  or  rental  to children  under  eighteen  (18)  years  old  because  such  inventory  deals  with  or  depicts human  sexuality);   provided,  this  restriction  shall  in  no  event  restrict  the  sale  of  any compact  discs  which  are  customarily  sold  by  retail  music  stores  of  a  type  and  quality typically  located  in  commercial  developments  of  a  similar  character  and  nature  in  the Detroit, Michigan metropolitan area;














E-1


J.          any  massage   parlor,  excluding   in  any  event  incidental  massages   in  a  day spa  and  a  first  class  regional  or  national  retailer  offering  massage  services  as  a  primary use, such  as Massage  Envy.




K.        any  use  which  emits   noxious   odors,  fumes,   dust  or  vapors   or  excessive noises   or  sounds  outside  of  the  premises   in  which  they  are  created   (excluding   normal venting  of a food service  operation);




L.     any use which  creates  an unreasonable risk  of a fire or explosion  hazard;






M.        any manufacturing  facility  except  as incidental  to the operation  of a permitted retail  business;  i.e., a bakery  or picture  frame  manufacturing  shop;




N.     any warehousing (except  incidental  to a retail  operation);






0.     the illegal  storage,  sale,  dispensing  or distribution  on or from the premises  of addictive  substances;




P.        any  illegal  activity  in  contravention   of  any  applicable   regulation,  ordinances, statute  or law;




Q.        any  illicit  sexual  activity,  lewd  or  obscene  performance,   including  by  way  of illustration,   but  not  by  way  of  limitation,   prostitution,   peep  shows,  topless  restaurants   or performances  and the like;




R.     any living  quarters,  sleeping  apartments  or lodging  rooms; S.      any auto parts  store  or service  station;
T.     any church,  temple,  synagogue  or other  place  of worship; II.     RETAIL  PREMISES  AND OFFICE  PREMISES:
A.        any   governmental   or   quasi-governmental  agency   with   a   high   volume   of visitor traffic;




B.     any employment  agency;  or






Notwithstanding the  foregoing,  the  uses  of  all tenants  existing  in the  Building  as  of the  date  of  this  Lease   identified   on  Schedule   E-1  shall,  to  the  extent  such  applicable Tenant  is conducting  business  as permitted  on Schedule  E-1, not be a "Prohibited  Use."


E-2


EXHIBIT "H"


FURNITURE INVENTORY


7th Floor


278 - 8 x 8 cubes    Cubes include cube walls, surfaces, 3 cabinets, white board,chair, desk lamp, coat hook, keys






20-6 x 8 cubes    Cubes include cube walls, surfaces, 2 cabinets, white board, chair, desk lamp,coat hook, keys






		
	9 - 9 x 11cubes 
	Cubes include cube walls with extra stack of glass and door, 4 cabinets, overheads, white boards chair, desk lamp,coat hook, keys






8-4 x 8 "pod"
cubes    Cubes include cube walls,surfaces,1cabinet,white board, chair, desk lamp,coat hook, keys






17 -10 x 10 offices     Includes walls,desk set, cabinets, 2 chairs, wall mounted white board






10- 12 x 16 offices     Includes walls, desk set, cabinets, guest table,5 chairs, wall mounted white board






Includes 2 full sets cabinets, appliances (2 refridgerators,4 microwaves,2 toasters,2
Kitchens/Mail Area    dishwashers)
Conference Rooms    5 medium(10 seat) and 2 large (14 seat) Admin
Station/Lobby    1complete admin station,with 4 lobby chairs and coffee table






8th Floor


29-8 x 8 cubes    Cubes include cube walls, surfaces,3 cabinets, white board,chair, desk lamp, coat hook, keys






		
	1-9 x 11cube 
	Cube include cube walls with extra stack of glass and door, 4 cabinets, overheads, white boards chair, desk lamp, coat hook, keys






1- 10 x 10 office     Include walls, desk set, cabinets, 2 chairs, wall mounted  white board






Kitchen/Mail Area    Includes full set cabinets,appliances (1refridgerators, 2 microwaves,1toasters,1dishwashers) Conference Rooms    2 small(4 seat), 2 medium(10 seat) and 11arge (14 seat)
Admin
Station/Lobby    1complete admin station,with 4 lobby chairs and coffee table