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engineers to revise the Working Drawings to incorporate such revisions and submit the <br />same for Tenant's approval in accordance with the foregoing provisions, and the parties <br />shall follow the foregoing procedures for approving the Working Drawings until the same <br />are finally approved by Landlord and Tenant. Upon Landlord's and Tenant's written <br />approval of the Working Drawings, including any agreed changes pursuant to Sections 5 <br />and 6, the same shall be known as the "Approved Working Drawings''. <br />4.Construction Contracts. Landlord shall enter into a construction contract for the <br />performance of the Landlord Work with the Contractor. Landlord shall use commercially <br />reasonable efforts to obtain at least three (3) bids from each trade ( other than mechanical, electrical, <br />plumbing, and fire/life safety, for each of which Landlord shall require all work to be performed <br />by Landlord's approved subcontractor for such trade) and shall select the lowest qualified bidder <br />unless otherwise approved by Tenant in writing. Landlord shall require its Contractor to exercise <br />reasonable effotts to avoid disruption of Tenant's business and to protect the health & safety of <br />Tenant, its employees and its guests. This shall include, at a minimum, using all feasible methods <br />to minimize danger, noise, vibration, fumes, dust and other pollution, and to the extent practicable, <br />perform work outside of normal business hours. <br />5.Cost Estimate. <br />(a)Landlord shall provide Tenant with a cost proposal in accordance with the <br />Approved Working Drawings, which cost proposal shall include, as nearly as possible, the <br />cost of the Tenant Improvements (the ·'Cost Proposal''). The Cost Proposal shall be <br />provided to Tenant on an open book basis (i.e., Landlord shall make available to Tenant <br />the economic terms of the construction agreement with the Contractor (including, without <br />limitation, the cost of labor and materials, contractor fees and permit fees), as well as all <br />bids received by Landlord for the Landlord Work, and reasonable documentation <br />supporting Landlord's estimate of plan preparation costs and all other costs of the Landlord <br />Work). <br />(b)Within ten (10) days of the receipt of the same, Tenant shall either: (i) <br />approve the Cost Proposal; or (ii) have a one-time right to propose modifications to the <br />Working Drawings so that the Cost Proposal does not exceed the amount of the Tenant <br />Allowance. With the exception of the City's one-time right to modify as provided in this <br />section, any proposed changes to the Working Drawings (other than changes that make the <br />Working Drawings conform to the Space Plan) shall be subject to Landlord's approval, <br />which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord <br />approves the proposed revisions: (A) Landlord shall have the Working Drawings revised <br />in accordance with the approved revisions; and (B) Landlord shall submit a revised Cost <br />Proposal to Tenant. Tenant shall notify Landlord in writing within ten ( 10) days whether it <br />desires to proceed with such revisions. If Tenant fails to approve such revisions and revised <br />Cost Proposal within such ten ( 10) day period; such failure shall be deemed to be a Tenant <br />Delay. Any delays arising from further changes to the Working Drawings requested by <br />Tenant shall be deemed to be Tenant Delays. <br />(c)Tenant's final written approval of the Cost Proposal and the Approved <br />Working Drawings shall be authorization by Tenant for Landlord to purchase all materials <br />9 <br />5910216,11 <br />EXHIBIT 1