CompUSA 2014 Annual Report Download - page 97

ADDENDUM 4
CONSTRUCTION
(TURNKEY)
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED DECEMBER 10, 2014 BETWEEN
Prologis, L.P.
and
Global Industrial Distribution Inc.
(a)
Landlord agrees to furnish or perform at Landlord's sole cost and expense those items of construction and those
improvements specified below:
All of the foregoing improvements, except for the warehouse lights, the dock equipment fit out, the evaporative system and related electrical and
water, and the warehouse heaters, are referred to in this Lease as the " Base Building Improvements
." The warehouse lights, the dock equipment
fit out, the evaporative system and related electrical and water, and the warehouse heaters are referred to in this Lease as the “ Final Scope .”
The
Base Building Improvements and the Final Scope are sometimes referred to collectively as the “ Initial Improvements .”
(b)
If Tenant shall desire any changes, Tenant shall so advise Landlord in writing and Landlord shall determine whether
such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all costs of
making any changes to the Initial Improvements which Tenant may request and which Landlord may agree to shall be at Tenant's sole cost and
expense and shall be paid to Landlord upon demand and before execution of the change order. Landlord and Tenant mutually agree to act in
good faith, reasonably, and expeditiously when proposing and reviewing change order requests. Any Tenant change orders must be approved in
writing by Alan Schaeffer or such other person identified in writing by Alan Schaeffer (or an authorized officer of Tenant).
(c)
Landlord shall proceed with and complete the construction of the Initial Improvements. As soon as such Base Building
Improvements and the Final Scope, as applicable, have been Substantially Completed, Landlord shall notify Tenant in writing of the date that the
Base Building Improvements and the Final Scope, respectively, were Substantially Completed. The Base Building Improvements and the Final
Scope, as applicable, shall be deemed substantially completed (" Substantially Completed
") when, all elements of the Base Building
Improvements and the Final Scope, as applicable, are in substantial compliance with the scope of work, as evidenced by an architect’
s certificate
of substantial completion, and the issuance of a certificate of occupancy, temporary or otherwise, or a permit inspection card or other
documentation from the governing municipality indicating that Landlord's Initial Improvement work has been inspected and approved. Tenant's
occupancy for the conduct of its normal business operations shall also cause the Initial Improvements to be deemed Substantially Completed.
Tenant acknowledges and agrees that obtaining any necessary governmental approvals for Tenant’s racking, Trade Fixtures and Tenant-
Made
Alterations are Tenant’
s responsibility at its sole cost, shall not be a condition for Substantial Completion, and Landlord has no obligation to
obtain a certificate of occupancy, temporary or otherwise, or a permit inspection card or other documentation for such Tenant work. In the event
Tenant, its employees, agents, or contractors cause construction of such improvements to be delayed, the date of Substantial Completion shall be
deemed to be the date that, in the opinion of the project architect exercising reasonable judgment, Substantial Completion would have occurred if
such delays had not taken place. All components of the Base Building Improvements are targeted to be Substantially Completed by April 1,
2015, as such date may be extended due to Force Majeure and Tenant caused delays (the “Initial Delivery Date”).
Following the Initial Delivery
Date, Tenant shall have Early Access (as defined and in compliance with Paragraph 2 of the Lease) to the Premises on or before April 1, 2015, as
such date may be extended due to Force Majeure and Tenant caused delays. The Final Scope shall be Substantially Completed by May 28, 2015,
as such date may be extended due to Force Majeure and Tenant caused delays (the “Final Delivery Date”).
Without limiting the foregoing,
Tenant shall be solely responsible for delays caused by Tenant's request for any changes in the plans, Tenant’
s Additional Improvements,
Tenant's request for long lead items or Tenant's interference with the construction of the Base Building Improvements, and such delays shall not
cause a deferral of the Commencement Date beyond what it otherwise would have been.
Subject to any delay to the extent caused by Tenant and/or Force Majeure, if the Initial Improvements are not Substantially
Completed and/or the Landlord does not deliver possession of the Premises to Tenant within ten (10) days following the Final Delivery Date (the
“Final Penalty Date”),
Tenant shall receive one (1) day of free Base Rent for each day after the Final Penalty Date, until the Initial Improvements
are Substantially Completed. After the date the Initial Improvements are Substantially Complete Tenant shall, upon demand, (i) execute and
deliver to Landlord a letter of acceptance of delivery of the Initial Improvements or (ii) provide Landlord with any deficiencies with delivery of
the Initial Improvements, which Landlord shall promptly correct.
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• Landlord’
s Tenant Improvement Work outlined in those certain construction plans and drawings prepared by HPA Architectures as
outlined on Exhibit D attached hereto and in reference incorporated herein; and
• Shell Building Specifications as outlined on Exhibit D attached hereto and by reference incorporated herein.