eTrade 2000 Annual Report Download - page 206

the Approved Working Drawings must be in writing and signed by both Landlord and Tenant prior to the change being made.
Notwithstanding the foregoing, Tenant shall have the right, without the need for Landlord’ s prior written consent, to make changes to
the Approved Working Drawings that cost less than Five Thousand Dollars ($5,000.00) each, and less than Sixty Thousand Dollars
($60,000.00) in the aggregate, provided that (a) such change does not materially adversely affect the use of the Premises as first class
office space, (b) Tenant provides Landlord with prior written notice of such changes, and (c) such changes are otherwise performed in
accordance with the terms of this Work Letter and in compliance with all governmental laws. If Landlord fails to respond to Tenant’ s
written request for any change to the Approved Working Drawings within three (3) business days after Landlord’ s receipt thereof, the
change order shall be deemed to have been approved by Landlord. Tenant shall be responsible for all additional costs attributable to
changes to the Approved Working Drawings, including, without limitation, additional architectural fees and increases in construction
costs of the Tenant Improvements.
3.4.4 Construction Contract . Tenant shall deliver to Landlord not less than five (5) days prior to the date Tenant commences the
Tenant Improvement Work a copy of the construction contract entered into between Tenant and Tenant’ s Contractor with respect to
the construction of the Tenant Improvements, along with Tenant’ s and Tenant’ s Contractor’ s estimate of the cost of constructing the
Tenant Improvements.
3.4.5 Insurance . Prior to performing any work in the Premises or the Building, Tenant shall deliver to Landlord certificates evidencing
that Tenant’ s Contractor has in force (i) a commercial liability insurance policy covering bodily injury in the amounts of Two Million
Dollars ($2,000,000.00) per person and Two Million Dollars ($2,000,000.00) per occurrence, and covering property damage in the
amount of Two Million Dollars ($2,000,000.00), and (ii) workers’ compensation insurance in an amount reasonably acceptable to
Landlord.
3.4.6 Time Limits . Tenant shall commence the construction of the Tenant Improvements by no later than January 1, 1999 and shall
diligently proceed with the construction of the Tenant Improvements until completion. In any event, Tenant shall complete the Tenant
Improvements in any portion of the Premises within six (6) months after the date Tenant demolishes the existing improvements in that
portion of the
Premises. Tenant’ s failure to construct the Tenant Improvements in accordance with the terms of this Work Letter constitutes a default
by Tenant under this Lease.
3.4.7 Lien Waivers . Upon completion of the Tenant Improvement Work, Tenant shall deliver to Landlord a release and waiver of lien
executed by each contractor, including Tenant’ s Contractor, subcontractor and materialman concerning with the Tenant Improvement
Work.
3.4.8 Cooperation . Landlord shall cooperate with (i) Tenant’ s Architect in completing the Preliminary Plans and the Working
Drawings and (ii) Tenant’ s Contractor in completing the Tenant Improvements; provided, however, Landlord shall not be required to
incur any unreimbursed additional expense in so doing.
3.4.9 Warranties . Tenant hereby warrants to Landlord that (i) the Tenant Improvements will be constructed in a good and
workmanlike manner, by well-trained, adequately supplied workers, (ii) the Tenant Improvements and all equipment and material
incorporated therein will strictly comply with the Approved Working Drawings, (iii) the Tenant Improvements shall strictly comply
with all governmental and quasi-governmental rules, regulations, laws and building codes, all private covenants, conditions and
restrictions applicable to the construction of the Tenant Improvements and all requirements of Landlord’ s and Tenant’ s lenders and
insurers, and (iv) the Tenant Improvements shall be free from all design, material and workmanship defects. At Landlord’ s written
request, Tenant shall assign to Landlord all of Tenant’ s warranties received from Tenant’ s Contractor, Tenant’ s Architect or any
materialman or supplier in connection with the Tenant Improvements.
3.4.10 Completion . Within ten (10) days after the Tenant’ s completion of the Tenant Improvements, Tenant shall deliver to Landlord
a breakdown of the total costs incurred by Tenant in constructing the Tenant Improvements. All of the Tenant Improvements shall
remain the property of Tenant until the termination of this Lease, at which time they shall be and become the property of Landlord.
4.Allowance.
4.1 Tenant Improvement Allowance . Landlord shall pay to Tenant upon the terms and conditions set forth in this Section 4 up to Nine
Hundred Forty-Three Thousand Eight Hundred Dollars ($943,800.00) (the “Maximum Tenant Improvement Allowance”) as a tenant
improvement allowance (the “Tenant Improvement Allowance”) toward the cost of designing, construction and installing the Tenant
Improvements in the Building). The Tenant Improvement Allowance may be used by Tenant only to pay for the design and
construction of general office improvements in the Building. The Tenant Improvement Allowance may not be used to pay for (i) any
trade fixtures, furniture, furnishing, equipment (except electrical, mechanical, plumbing and HVAC systems which may be paid for out
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