SHALL NOT HAVE THE RIGHT TO LEASE FIRST OFFER SPACE
AS PROVIDED IN THIS SECTION 1.2 IF, AS OF THE DATE OF THE FIRST OFFER NOTICE,
OR, AT LANDLORD'S OPTION, AS OF THE SCHEDULED DATE OF DELIVERY OF SUCH FIRST
OFFER SPACE TO TENANT, (I) TENANT IS IN DEFAULT UNDER THIS LEASE AFTER
EXPIRATION OF ANY APPLICABLE CURE PERIOD; OR (II) LANDLORD (OR AN AFFILIATE) NO
LONGER OWNS THE BUILDING CONTAINING THE APPLICABLE PORTION OF THE FIRST OFFER
SPACE.
1.3
EXTERIOR IMPROVEMENTS TO THE BUILDING.
LANDLORD SHALL, AT LANDLORD'S COST (SUBJECT TO THE REMAINING TERMS OF THIS
SECTION 1.3) PERFORM THE IMPROVEMENTS TO THE EXTERIOR OF THE BUILDING (THE
"EXTERIOR IMPROVEMENTS") SPECIFIED ON THAT CERTAIN LETTER DATED DECEMBER 16,
2004 TO DOUGLAS JACOBSEN FROM BRIAN POLIQUIN OF POLIQUIN KELLOGG DESIGN GROUP
(THE "APPROVED LETTER") AS SET FORTH ON EXHIBIT J-1 ATTACHED HERETO AND EXTERIOR
RENDERING AS SET FORTH ON EXHIBIT J-2 ATTACHED HERETO, EXCEPT FOR THE FOLLOWING:
(A) THE ENTRY WALLS SHALL BE DELETED AND SEVEN (7) SKYLIGHTS SHALL BE ADDED; (B)
THE REAR CORNER MODIFICATIONS (WHICH ARE SHOWN ON EXHIBIT J-3 ATTACHED HERETO
AND ARE ESTIMATED TO ADD $69,000 TO THE COST OF THE EXTERIOR IMPROVEMENTS) MAY
NEED TO BE DELETED; AND (C) EVEN AFTER POSSIBLE SAVINGS FROM VALUE ENGINEERING,
ADDITIONAL DELETIONS OR COST-SAVING REVISIONS (THE "COST SAVING REVISIONS") MAY
BE NECESSARY IN ORDER TO REDUCE THE ESTIMATED COST OF THE EXTERIOR IMPROVEMENTS
FROM THE CURRENT ESTIMATE OF $1,250,000 - $1,325,000 (BASED ON THE APPROVED
LETTER) TO THE $1,200,000 AMOUNT AGREED UPON AS THE CUMULATIVE COST TO BE BORNE
BY LANDLORD AND TENANT.
LANDLORD MAY PRESENT COST SAVING REVISIONS TO TENANT
AND TENANT SHALL NOT UNREASONABLY WITHHOLD OR DELAY ITS CONSENT THERETO.
LANDLORD SHALL OBTAIN A GUARANTEED MAXIMUM PRICE CONTRACT FOR THE EXTERIOR
IMPROVEMENTS BASED ON THE APPROVED LETTER THAT WILL NOT EXCEED $1,200,000.
LANDLORD SHALL BID THE EXTERIOR IMPROVEMENT WORK TO THREE (3) QUALIFIED
SUBCONTRACTORS FOR EACH MAJOR TRADE ON AN "OPEN BOOK" BASIS, SHALL USE ITS
REASONABLE EFFORTS TO UTILIZE THE LOW BIDDER FOR EACH TRADE, AND SHALL PROVIDE
TENANT WITH DOCUMENTATION THEREOF UPON REQUEST.
TENANT SHALL HAVE THE RIGHT TO
REQUEST CHANGES TO THE EXTERIOR IMPROVEMENTS (WHICH CHANGES SHALL BE SUBJECT TO
LANDLORD'S APPROVAL), PROVIDED THAT ANY SUCH CHANGES SHALL BE CONSIDERED A
"TENANT DELAY" TO THE EXTENT SO PROVIDED PURSUANT TO THE TERMS OF SECTION 5.2 OF
THE TENANT WORK LETTER.
TO THE EXTENT THAT THE TOTAL COST OF THE EXTERIOR
IMPROVEMENTS EXCEEDS $1,000,000 (THE "EXCESS COST"), THEN
4
TENANT SHALL BE RESPONSIBLE FOR PAYMENT OF SUCH EXCESS COST TO LANDLORD WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF WRITTEN INVOICE, BUT TENANT SHALL NOT BE
RESPONSIBLE FOR EXCESS COSTS IN EXCESS OF $1,200,000 EXCEPT TO THE EXTENT THAT
THE COST OF THE EXTERIOR IMPROVEMENTS EXCEEDS $1,200,000 DUE TO CHANGES
REQUESTED BY TENANT. TO THE EXTENT THAT THE TOTAL COST OF THE EXTERIOR
IMPROVEMENTS IS LESS THAN $1,000,000 (THE "EXTERIOR IMPROVEMENTS UNDERAGE"),
THEN TENANT SHALL BE ENTITLED TO AN INCREASE IN THE "IMPROVEMENT ALLOWANCE" (AS