Article I TENANT S WORK AT TENANT S EXPENSE Tenant accepts the Premises "as is". Tenant shall complete all work required to place the Premises in a finished condition ready to open for business at the Tenant's own expense, subject to the following minimum standards and specifications. All Tenant s Work is subject to Landlord s prior approval and must meet local codes. Unless already existing and to be utilized by Tenant, Tenant's Work includes, but is not limited to, the following: A. Demolition - Cut, cap, disconnect and remove any previous tenant improvements in the Premises not to be utilized by Tenant (all of which shall be done in compliance with local Code and Landlord s requirements). Tenant, at its sole cost and expense, shall be responsible for removal of all materials from such demolition from the Premises and the Center. B. Demising Wall Drywall 5/8" Type X fire-rated gypsum board, taped/sanded ready to receive primer and paint. C. Stockroom Partition - Wall shall be gypsum board (as required by code). If there is no ceiling in the stockroom, one layer of gypsum board shall extend to the roof deck with air transfer grille or dampers as required by Code. D. Interior Partitions - All interior partitions shall receive ½" gypsum board finish on 20-gauge 3 5/8" metal studs 16" O.C. E. Restroom - A minimum of one restroom shall be required for the Premises (or as required by Code) with a gypsum board ceiling at 8-0" AFF and shall conform to ADA requirements. Minimum facilities shall include an "insta-hot" type water heater, a water closet and sink with ADA accessories and one exhaust fan in each restroom, wired to light switch and all other toilet room accessories including, but not limited to toilet paper holders, soap dispensers, mirrors, shelves and towel dispensers. F. Ceiling - A 2x4 acoustical "lay-in" tile in sales area. G. Roof Tenant shall, at Tenant s expense, contract directly with Landlord s roofing contractor for all Tenant s roof work which may include, but not be limited to, the removal of previous tenant equipment, the cutting and capping of previous tenant penetrations and the installation of new equipment. H. HVAC system Tenant shall furnish and install a complete HVAC system for the Premises. Ductwork shall consist of rigid sheet metal or spiral duct with exterior insulation. Flexible ductwork may be used for final connections to diffusers but shall be limited to a maximum of seven feet in length. All work shall conform to SMACNA standards. Curb adapters are not acceptable. Flashing, cant strips and weatherproofing will be performed by contractor designated by Landlord. I. Gas Gas meters, if gas service is supplied, shall be located at a location determined by Landlord or in a common use area made available by Landlord. J. Sanitary sewer and domestic water connection - Connections to Landlord s mains shall be by Tenant. K. Grease trap (if applicable) If Landlord has not provided a central grease trap, Tenant shall provide a grease trap for the Premises at a location to be determined by Landlord. L. Mop sink - As required by Code. M. Drinking fountain - As required by Code N. Water heater Either an "insta-hot" type inline heater or water tank by Tenant. O. Sprinkler work Tenant shall, at Tenant s expense, contract directly with Landlord s sprinkler contractor for all Tenant s sprinkler work which shall include (but not be limited to), branch mains, drops, heads and fees associated with same (such as: drawings, drain-down fees and fire insurance bureau drawing review and approval).
P. Electrical panel, transformer and distribution Tenant shall provide and install all electrical power equipment and distribution to and within the Premises. Any upgrade to service size will be at Tenant s expense. Q. 2x4 light fixtures Tenant shall provide and install all light fixtures for the Premises. Except for track lighting, sales area lighting shall be recessed into the ceiling. R. Time clock Tenant shall install a time-clock to control storefront sign and display window lighting. If Landlord has provided a control circuit, Tenant shall utilize the control circuit to actuate sign and display lighting. S. Telephone conduit with pull string - Landlord may, at Landlord s discretion, install empty conduit with pull string to Premises from telephone panel. Tenant shall, at Tenant s expense, provide all wire and equipment and accessories required for the Premises. T. Floor finish (carpet and tile) - Tenant to finish the floor in all areas that are accessible to the public at Tenant s expense. U. Wall finish - Tenant to finish all interior walls with primer and paint, wall covering, tile, etc. at Tenant s expense. V. Exit and emergency lighting - As required by Code. W. Architectural and Engineering fees. Tenant shall pay for Architectural and Engineering Fees for Tenant s Work. X. Awning (if allowed by project criteria) Design and installation by Tenant at Tenant s expense. Y. Under-awning/canopy blade sign (if allowed by project criteria) Design and installation by Tenant at Tenant s expense. Z. Primary storefront signage See Article III Section C. Article II - General Provisions Tenant shall complete all work required to place the Premises in a finished condition ready to open for business at Tenant s own expense. All Tenant s Work is subject to Landlord s prior approval and must meet local codes. Tenant s Work includes, but is not limited to, demolition, all trade fixtures, appliances, furnishings, shelving, etc., signs (interior and exterior) and other personal property, and the following: A. ALL WORK DONE BY TENANT SHALL BE GOVERNED IN ALL RESPECTS BY, AND BE SUBJECT TO, THE FOLLOWING: 1. Payment and Performance Bonds Landlord requires Tenant to furnish payment and performance bonds or other security in form satisfactory to Landlord for the prompt and faithful performance of Tenant s Work, assuring completion of Tenant s Work and indicating that Landlord will be held harmless from payment of any claim, either by way of damages or liens, on account of bills for labor or material in connection with Tenant s Work. Tenant shall not commence Tenant s Work, nor employ any contractor or person to do Tenant s Work, without Landlord s prior written approval of such contractor or other persons. 1. Work Standards All Tenant s Work shall conform to the more stringent of applicable statues, ordinances, regulations, codes, all requirements of Landlord s insurance carrier, all rating bureaus, and the Tenant Information Package (Exhibit "B-1") which contains the basic architectural, electrical and mechanical information necessary for the preparation of Tenant s plans, and which by this reference is incorporated into and made a part of the Lease. Landlord reserves the right to require changes in Tenant s Work when necessary by reason of the aforementioned standards. No approval by Landlord shall be deemed valid unless in writing and signed by Landlord. Any changes or upgrades to the standards established in this Exhibit B and Exhibit B-1 must receive Landlord s prior written approval and shall be at Tenant s expense.
1. Construction Rules - Tenant will abide by and cause its contractors, subcontractors, agents and employees to abide by rules and regulations published by Landlord from time to time, including, but not limited to, those pertaining to parking, toilet facilities, safety conduct, delivery of materials and supplies, employee egress to the Center, trash storage or collection or removal, and cooperation with Landlord s architect, general contractor and subcontractors or other agents. 1. Utility Services - All utility services are subject to the limitation and capacities of existing Center facilities and equipment and the availability of service from the local serving utilities. Tenant shall, at Tenant s expense and subject to Landlord s prior written approval, provide and install any equipment necessary to adapt such existing services to Tenant s requirements. 1. HVAC Criteria a. Restaurants, food service, pet shops, beauty salons, barber shops and any other occupancies which, in the sole opinion of Landlord, produce odors or produce a high level of humidity, shall provide an exhaust system which will prevent such odors or moisture from entering other tenant spaces or any other portion of the Center. If, in the sole opinion of Landlord, any of Tenant s roof mounted equipment accumulates grease, Tenant shall, at Tenant s expense, furnish and install grease collection and elimination facilities in accordance with Landlord s requirements (which may include the use of a Grease Guard collection pan). a. In the event that Tenant elects to reuse all or a portion of any existing HVAC system(s), Tenant shall indicate same on Tenant s drawings for Landlord s review. In the event Landlord permits Tenant to reuse said systems, Tenant shall employ a qualified contractor to verify, by written confirmation to Landlord, that such HVAC system(s) is fully operable and in conformance with Landlord s design criteria as provided in Landlord s drawings (said written confirmation shall include, but not be limited to, an air balance report completed by an AABC certified air balance contractor and shall indicate, at a minimum, any discrepancies between design quantities and tested quantities). If any portion of Tenant s HVAC system(s) is not fully operable or does not conform to Landlord s design criteria, Tenant shall, at Tenant s expense, have its contractor repair or replace same to comply therewith and thereafter provide Landlord with written confirmation thereof. 6. Insurance Requirements - Prior to the commencement of Tenant s Work and until completion thereof, or commencement of the Lease Term, whichever is the last to occur, Tenant shall effect and maintain Builder s Risk Insurance covering Landlord, Tenant and Tenant s contractors, as their interest may appear, against loss or damage by fire, vandalism and malicious mischief and such other risks as are customarily covered by a standard "All Risk" policy of insurance protecting against all risk of physical loss or damage to Tenant s Work in place and all materials stored at the site of Tenant s Work, and all materials, equipment, supplies and temporary structures of all kinds incidental to Tenant s Work, and equipment, all while forming a part of or contained in such improvements or temporary structures, or while on the Premises all to the actual replacement cost thereof at all times on a completed value basis. Tenant shall provide Landlord with certificates, or at Landlord s request, a copy of the policy, evidencing that such insurance is in full force and effect and stating the terms thereof. In addition, Tenant agrees to indemnify and hold Landlord harmless against any and all claims for injury to persons or damage to property by reason of the use of the Premises for the performance of Tenant s Work, and claims, fines and penalties arising out of any failure of Tenant or its agents, contractors and employees to comply with any law, ordinance, code requirements, regulations or other requirements applicable to Tenant s Work. Tenant agrees to require all contractors and subcontractors engaged in the performance of Tenant s Work to effect and maintain and deliver to Tenant and Landlord certificates evidencing the existence of, and covering Landlord, Tenant and Tenant s contractors, prior to commencement of Tenant s Work and until completion thereof, the following insurance coverages: a. Workmen s Compensation and Occupational Disease Insurance in accordance with the laws of the State in which the property is located and Employer s Liability Insurance with limits of not less than $100,000.00 per occurrence. a. Comprehensive General Liability Insurance (excluding "Automobile Liability" against bodily injury), including independent contractors, contractual, and completed operations, including death resulting therefrom, and personal injury in the limits of $2,000,000.00 for any one (1) occurrence and property damage in the limits of $1,000,000.00 for any one (1) occurrence or a combined single limit policy of $2,000,000.00 per occurrence.
a. Comprehensive Automobile Insurance, including "non-owned" automobiles, against bodily injury, including death resulting therefrom, in the limits of $1,000,000.00 for any one occurrence and $250,000.00 property damage or a combined single limit of $1,000,000.00. a. Owners and contractors protective liability coverage for an amount not less than $1,000,000.00. 7. Reasonable Easement Landlord specifically reserves the right (and Tenant shall permit Landlord or its employees, agents or contractors reasonable access to the Premises for the purpose of exercising such rights), to install, maintain, repair and replace in the ceiling space and/or under the concrete slab in the Premises, all such electrical, plumbing, HVAC and other system components that may be required to service the Common Areas or other tenants in the Center. Adequate access panels or doors shall be incorporated into Tenant's Work for inspection, service and replacement of both Landlord and Tenant equipment. 8. Waterproofing. If the Premises' concrete slab is not on grade (compacted soil), Tenant shall install a waterproofing barrier membrane, in accordance with Landlord's specifications, in all areas that may be exposed to fluids or liquids including, but not limited to, restrooms, food preparation and service areas; shampoo and wash areas, laundry and dry cleaning areas, and photo processing areas. B. PROCEDURE I. PRE-CONSTRUCTION FEES. a. Construction Deposit. Prior to commencement of construction in the Premises, upon Landlord s request, Tenant s contractor shall deliver a damage deposit in the form of a cashier s check in the amount of $2,000.00 made payable to Landlord. Landlord shall have the right to use all or any part of said damage deposit as reimbursement for any debris clean up or damage caused by Tenant s contractor(s) to any Common Areas. a. Materials and Services: Prior to commencement of construction in the Premises, Tenant's contractor shall deliver a cashier's check, made payable to Landlord, as payment for materials issued to, services provided for and work performed for Tenant's contractor by Landlord. Such items are itemized in the Tenant Information Package on the Pre-Construction Meeting Drawing. These pre-construction fees are not "chargebacks" and are not subject to waiver unless specifically provided herein. I. APPROVAL OF TENANT S PLANS. 1. Tenant Plan Submittal for Landlord Review a. Tenant shall prepare design and construction documents for the completion and improvement of the Premises in accordance with the following documents: (i) (ii) (iii) (iv) (v) (vi) The executed Lease. Tenant s reference drawings. Tenant s sign criteria. Criteria for the Design and Construction of Premises (This Exhibit "B"). The executed Lease space drawing. Tenant s design criteria and construction drawings as prepared by Landlord s architect. b) Tenant s architect or general contractor shall be responsible to determine established local practices for completion and submission of the Building Permit Application. Tenant shall be responsible for the completion of
the application, however, the following submissions must be made to Landlord, and the subsequent approvals received. (i) The architects, engineers and consultants commissioned to design the project; their address, including the number, street, city, state and ZIP code number. (ii) Tenant s architect shall provide certification, in writing, on official letterhead, attesting to the following outlined requirements: (a) (b) verification and compliance with all local and state and national codes and ordinances having jurisdiction; the architect s certification shall bear the architect s seal and signature. c) Tenant s sign shop drawings and Tenant s construction documents shall be in a legible form and shall be submitted to Landlord for review and approval, as per the criteria set forth in C.IV. below. Submissions shall include two blueprints or photocopies of all documents plus one reproducible copy. All submitted construction documents must bear the seal of a registered architect licensed to do work in the state in which the Premises is located. 1. Landlord Approval of Tenant s Plans a) Approval by Landlord will not be unduly withheld and will be provided in a timely manner. Landlord shall not be responsible for any costs incurred by Tenant arising from Landlord s failure to approve, or a delay in approving such documents, or arising from Tenant s execution of contracts prior to Landlord s approval. Construction contracts, material purchases and labor commitments should not be executed prior to Landlord s approval. b) Approval of plans and specifications by Landlord shall not constitute the assumption of any responsibility by Landlord for their accuracy or sufficiency or conformity with applicable laws (including but not limited to the Americans with Disabilities Act of 1990 and the Williams-Steiger Occupational Safety and Health Act), and Tenant shall be solely responsible for such plans and specifications. Tenant shall indemnify and hold Landlord harmless from and against any and all errors and omissions contained in Tenant s Plans, and any losses, costs, damages or claims of whatever nature (including, but not limited to attorneys fees and costs of any kind), arising out of or in connection with such compliance. Landlord shall not be liable for any loss to Tenant s property or the property of any other person during construction. c) Should any conflict arise between any of Tenant s Plans and the Lease, such that, in Landlord s sole opinion, the integrity or code compliance of any existing Landlord or adjacent tenant improvements and construction is jeopardized, the applicable portion(s) of the Lease shall be determinative. Any modification of such existing improvements or construction must receive the prior written approval of Landlord and all work shall be specifically stated in writing. Landlord s approval of Tenant s Plans will in no way alter, amend or waive the requirements or criteria of this Exhibit "B". d) Tenant shall be solely responsible for any requirements imposed by any governmental authority having jurisdiction over the Center and/or the Premises after the delivery of possession of the Premises to Tenant, except to the extent such requirements affect the structure of the Building in which the Premises are located and do not pertain to Tenant s specific use in the Premises, including without limitation Tenant s buildout in the Premises. I. SECURING OF ACCESS LETTER. In addition to the signed and approved construction documents, Tenant must secure from Landlord s Property Manager a letter confirming that access to the site will be allowed. This "access letter" will indicate the date that access will be permitted for construction, and will indicate the restrictions on Tenant s contractors with respect to work area, parking and delivery areas, security, trash removal, working hours, etc. An approved set of "construction documents" and the "access letter" must be available at the Premises during all phases of construction prior to occupancy. I. ACCEPTANCE OF PREMISES.
Tenant shall provide Landlord s Property Manager a letter of acceptance for the Premises upon delivery of possession of the Premises to Tenant. Tenant s taking possession of the Premises shall be conclusive evidence of Tenant s acceptance thereof in good order and satisfactory condition. V. CLOSE-OUT REQUIREMENTS. 1. Notification of Landlord. Upon completion of Tenant s Work, Tenant shall notify Landlord s Property Manager that such work has been completed and is available for inspection for conformance with the approved construction documents. Tenant shall not occupy the Premises prior to this notification and inspection and shall be responsible for acquiring the proper permits, inspections and certificate of occupancy from all state and local governing agencies. 1. Proof of Payment. Furnish evidence satisfactory to Landlord that all of Tenant s Work has been completed and paid for in full (and that such work has been accepted by Landlord), including the costs for Tenant s Work that may have been done by Landlord and the costs for any other work done by Landlord for which Landlord may be entitled to payment in accordance with the provisions of this Exhibit "B", the Tenant Information Package, or elsewhere in the Lease, that any and all liens therefor that have been or might be filed have been discharged of record or waived, and that no security interests relating thereto are outstanding. 1. Tenant s Affidavit. Furnish an affidavit listing all contractors and any material suppliers in the employ of Tenant who have provided goods or services for the completion of Tenant s Work in the Premises. 1. Tenant Contractor s Affidavit. Furnish an affidavit from Tenant s general contractor listing all parties who have furnished materials or labor or services to that contractor for completion of Tenant s Work in the Premises. 1. Certificate of Occupancy. Furnish all certificates and other approvals with respect to Tenant s Work that may be required from any governmental authority and any board of fire underwriter s or similar body for the use and occupancy of the Premises. 1. Record Drawings. Furnish one set of reproducible record drawings of the Premises showing any changes made during construction. 1. Estoppel Certificate. Furnish a Tenant-executed estoppel certificate as may be required by Landlord or Landlord s mortgagee. 1. Texas Architectural Barriers Act. If in a Center in Texas, Tenant is solely responsible to comply with all regulations of the Texas Architectural Barriers Act. This includes review and approval of plans, and the inspection of the space at the conclusion of construction. VI. Landlord represents and warrants that the following facilities will be provided to the Premises to adequately supply the Premises with utility services. 1. 4 inch sewer line; 2. 4 inch grease line; 3. 2 inch water line; and 4. 3 inch gas line. In the event the foregoing utility facilities are not serving the Premises on the date this Lease is executed, Landlord shall promptly supply them to the Premises. The Commencement Date shall not occur until the foregoing utility facilities are provided to the Premises. I. SIGNAGE I. TENANT S OBLIGATION TO INSTALL A STOREFRONT IDENTIFICATION SIGN.
1. Tenant shall provide and install a storefront identification sign for the Premises which may include, at Landlord s discretion, multiple signs (depending upon Tenant s storefront configuration) and Tenant s established national logo or insignia, if any. Storefront identification signs shall be limited to Tenant s Trade Name as approved in the Lease or as otherwise approved in writing by Landlord. Taglines, if approved at the sole discretion of the Landlord, shall be carefully reviewed for wording, size, style and fabrication. The storefront sign shall be illuminated (unless otherwise specifically approved, in writing, by Landlord). 2. The following types of signs and sign components are strictly prohibited: a. Box or cabinet-type construction in which the background as well as the letters are illuminated. a. Signs employing audible equipment and/or moving or flashing lights. a. Sign manufacturers names, stamps or decals. a. Signs employing luminous vacuum formed-type plastic letters. a. Signs employing unedged or uncapped plastic letters with no returns and exposed fastenings. a. Paper or cardboard signs, stickers, or decals hung around, on or behind storefront. a. Exposed tube neon signs (except for open-face channel letters). a. Freestanding, moving, rotating, flashing, noise making or odor producing signs. a. Signs using highly reflective finish materials i.e., polished brass, chrome, etc. a. Signs which are not professional in appearance. k) Window graphics. I. UNDER-CANOPY SIGNS. An under-canopy sign(s) may be required by Landlord, and if so, Tenant shall provide and install such sign(s). If not required by Landlord and allowed by project criteria, Tenant may provide and install such sign(s). All such signs shall be provided and installed by Tenant at Tenant s expense, subject to Landlord s approval for design, manufacturing and installation method. I. AWNING SIGNS. An awning(s) with or without an awning sign may be required by Landlord, and if so, Tenant shall provide and install such awning(s). If not required by Landlord and allowed by project criteria, Tenant may provide and install such awning(s). All such awnings shall be provided and installed by Tenant at Tenant s expense, subject to Landlord s approval for design, manufacturing and installation method.