Medical Office Building
Work Letter Lease Exhibit

TENANT IMPROVEMENT AGREEMENT FOR MEDICAL OFFICE BUILDING LEASE EXHIBIT

EXHIBIT [INSERT APPLICABLE LETTER]

TENANT IMPROVEMENT AGREEMENT FOR MEDICAL OFFICE BUILDING

Reference is made to the Lease Agreement dated _______________ (the "Lease") for premises as set out on Exhibit A of the Lease (the "Premises"), located in the property known as Medical Office Building I (the "Medical Office Building I"), which property is more particularly described in the Lease.

The terms "Plans", "Work", "Space Plan", "Working Drawings", "Finish Selections" and "Landlord's Space Planner" are defined below. Capitalized terms not defined in this Agreement shall have the meanings set forth in the Lease.

1. BASIC TERMS

A. Space Planner: ___________________________.

B. Date to Complete Planning: One Hundred Twenty calendar days prior to the Commencement Date as shown on the Lease Summary (including any Space Plan, Working Drawings and Finish Selections).

C. Date to Substantially Complete Work: Commencement Date under the Lease, as adjusted pursuant to this Agreement.

D. Improvement Allowance Provided by Landlord: $_______ per square foot of Rentable Area of the Premises.

E. Number of Space Plan Revisions at Landlord's Cost: Two.

F. Number of Working Drawings Revisions at Landlord's Cost: One.

II. BASIC AGREEMENT. On or before the "Date To Complete Planning" described above, Tenant shall (a) provide Space Planner with all information concerning Tenant's requirements in order for Space Planner to prepare the Plans, and (b) arrange for Space Planner to prepare the Plans, and obtain Landlord's written approval thereof. However, Tenant shall not be responsible for delays caused by Landlord or Landlord's Space Planner, as further described in Section III, below.

On or before the Commencement Date set forth in the Lease Summary of the Lease, Landlord shall substantially complete the Work shown on the final approved Plans. However, Landlord shall not be responsible for delays caused by Tenant or Tenant's agents or employees and as further described in Section IV, below.

Landlord shall bear the cost of the Plans (including any engineering reports, or other studies or tests in connection therewith, but excluding any furniture planning) up to the amounts specified above. Tenant shall bear any costs of the Plans over the allowances set out above, all costs in connection with designing non-building standard items, and all costs of subsequent changes, additions, and modifications to the plans.

Landlord shall bear the cost of the Work (including the cost of building permits and sales tax) up to the Improvement Allowances described above (if any), and Tenant shall bear any costs over such amounts.

III. DELAYS IN PLANNING. The Commencement Date under the Lease shall be postponed for each day that final Plans are not prepared and approved by the "Date to Complete Planning" described above, including any revisions reasonably required by Landlord pursuant to Section V and revisions by Tenant to reduce Tenant's Cost pursuant to Section IX (collectively called "Delays in Planning"). However, the Rental Commencement Date shall be postponed only to the extent that substantial completion of the Work is delayed beyond the Commencement Date set forth in the Lease Summary of the Lease as a result of one or more of the following events (collectively called "Landlord Delays")

(a) Landlord takes more than five (5) working days to approve or disapprove the Plans or revisions thereof after receiving the same (or such longer time as may be reasonably required in order to obtain any engineering or HVAC report or due to other special or unusual features of the Work or Plans);

(b) Landlord's Space Planner takes more than five (5) working days to meet with Tenant after receiving a written request for a meeting, or takes more than seven (7) working days to prepare or revise the Plans after meeting with Tenant and receiving all information from Tenant required in order to do so (provided this provision shall apply only if Tenant uses "Landlord's Space Planner" as described in Section XIV below to prepare the Plans); or

(c) Landlord takes more than thirty (30) working days to provide Tenant with cost estimates after receiving Plans sufficiently detailed for such purposes (provided this provision (c) shall only apply if Landlord elects to provide cost estimates under Section IX below).

IV. DELAYS IN CONSTRUCTION

A. The Commencement Date under the Lease shall be postponed for each day that Landlord fails to substantially complete the Work thereby as a result of strikes, acts of God, shortages of materials or labor, governmental approvals or requirements, the various causes set forth below, or any other causes beyond Landlord's reasonable control. The Work shall not be considered complete until Landlord shall have obtained a temporary or final certificate of occupancy.

B. The Commencement Date, but not the Rental Commencement Date, shall be postponed as a result of one or more of the following (collectively called "Tenant Delays"):

(a) Delays in Planning as described above (except for Landlord Delays):

(b) Tenant's requests for changes to the Work or Change Orders under Section VIII, or

(c) Tenant's failure to furnish an amount equal to Landlord's reasonable estimate of Tenant's Cost (if any) within 10 days, as described in Section IX (which shall give Landlord the absolute right to postpone the Work until such amount is furnished to Landlord);

(d) Tenant's requirement of any upgrades, special work or other non-building standard items, or items not customarily provided by Landlord to office tenants, to the extent that the same involve longer lead times, installation times, delays or difficulties in obtaining building permits, requirements for any governmental approval, permit or action beyond the issuance of normal building permits (as described in Section VI), or other delays not typically encountered in connection with Landlord's standard office improvements;

(e) The performance by Tenant or Tenant's agents or employees of any work at or about the Premises or Medical Office Building I, or

(f) any act or omission of Tenant or Tenant's agents or employees, or any breach by Tenant of any provision contained in this Agreement or in the Lease, or any failure of Tenant to cooperate with Landlord or otherwise act in good faith in order to cause the Work to be designed and performed in a timely manner.

V. LANDLORD'S APPROVAL OF PLANS. Landlord shall either approve any Plans or revisions submitted pursuant to this Agreement or disapprove the same with suggestions for making the same acceptable within the time required under Section III. Except as otherwise provided herein, Landlord shall not unreasonably withhold approval if the Plans provide for a customary office layout, with finishes and materials generally conforming to building standard finishes and materials currently being used by Landlord at the Medical Office Building I, are compatible with the Medical Office Building I's shell and core construction, and if no modifications will be required for the Medical Office Building's electrical, heating, air-conditioning, ventilation, plumbing, fire protection, life safety, or other systems or equipment, and will not require any structural modifications to the Medical Office Building, whether required by heavy loads or otherwise Landlord may request that Tenant approve Landlord's suggested changes in writing (such approval not to be unreasonably withheld). Landlord's approval of the Plans shall not be deemed a warranty as to the adequacy or legality of the design, and Landlord hereby disclaims any responsibility or liability for the same. Anything to the contrary notwithstanding, Landlord may in its absolute discretion elect to disapprove any proposed Plans which show (i) the gross area of the Premises being more than ten percent (10%) smaller than the Premises Gross Area, as defined in the Lease Summary to the Lease; and (ii) any reduction in the gross area of the Premises from the Premises Gross Area indicated in the Lease Summary where such reduction results in a space remaining between Tenant's space and any other party wall, exterior wall or corridor partition which, in the sole opinion of Landlord, would leave an unusable or unleasable area due to its size, configuration or location. Furthermore, in the event that the proposed Plans show a gross area of the Premises greater than the Premises Gross Area as set forth in the Lease Summary, Landlord may in its absolute discretion elect to disapprove such Plans if the configuration of the Premises shown on such Plans infringes on any area of the Medical Office Building I reserved for others, being designed for others, or being constructed for others, or to the extent that such increase leaves a remaining unleased area which, in the sole opinion of Landlord, would be unleasable due to its location, size or configuration.

VI. GOVERNMENTAL APPROVAL OF PLANS. Landlord shall apply for any normal building permits required for the Work which are issued pursuant to a local building code as a ministerial matter. If the Plans must be revised in order to obtain such building permits, Landlord shall promptly notify Tenant. In such case, Tenant shall promptly arrange for the plans to be revised to satisfy the building permit requirements and shall submit the revised Plans to Landlord for approval as a Change Order under Section VIII. Landlord shall have no obligation to apply for any zoning, parking or sign code amendments, approvals, permits or variances, or any other governmental approval, permit or action (except normal building permits as described above). If any such other matters are required, Tenant shall promptly seek to satisfy such requirements or revise the Plans to eliminate such requirements. Delays in substantially completing the Work by the Commencement Date as a result of requirements for building permits or other governmental approvals, permits or actions shall affect the Commencement Date and the Rental Commencement Date to the extent provided in Section IV.

VII. CHANGES AFTER PLANS ARE APPROVED. If Tenant shall desire any changes, alterations, or additions to the final Plans after they have been approved by Landlord, Tenant shall submit a detailed written request or revised Plans (the "Change Order") to Landlord for approval. If reasonable and practicable and generally consistent with the Plans theretofor approved, Landlord shall not unreasonably withhold approval, but all costs in connection therewith, including without limitation construction costs, permit fees, and any additional plans, drawing and engineering reports or other studies or tests, or revisions of such existing items, shall be paid for by Tenant as a Tenant's Cost under Section IX.

VIII. UNUSED IMPROVEMENT ALLOWANCE. If all or any portion of any Improvement Allowance shall not be used, Tenant shall be entitled to the savings and Tenant shall receive a credit therefor to Base Rental.

IX. TENANT'S COST.

A. Any amounts that Tenant is required to pay under this Agreement shall be referred to as "Tenant's Costs" herein. Tenant's Cost shall be deemed Additional Rental under the Lease. Tenant shall deposit the estimated amount of such Additional Rental with Landlord within 10 days after requested by Landlord. In connection with submitting any cost analysis to Tenant under this Section, Landlord may request Tenant's written approval of such analysis. Tenant shall not unreasonably withhold such approval, and shall approve or disapprove the same in writing within five (5) days after requested by Landlord. If Tenant reasonably disapproves any such analysis, Tenant shall meet with the Space Planner and eliminate or substitute items in order to reduce Tenant's Cost.

B. Any cost analysis based on a Space Plan or so-called "pricing plan" will be preliminary in nature to the extent that: (a) Tenant thereafter makes changes in the Working Drawings or the Work, (b) overtime labor is required in order to substantially complete the Work by the Work Completion Date, (c) concealed conditions are encountered on the job site, (d) new legal requirements become effective following preparation of the estimate, or (e) there are strikes, acts of God, shortages of materials or labor, or other causes beyond Landlord's reasonable control.

X. COMPLETION.

A. Landlord shall be deemed to have "substantially completed" the Work for purposes hereof if Landlord has caused all of the Work to be completed substantially except for Punchlist Items, and a temporary or final certificate of occupancy shall have been issued.

B. Landlord reserved the right to substitute comparable or better materials and items for those shown in the Plans, so long as they do not materially and adversely affect the appearance or function of the Premises.

XI. WORK PERFORMED BY TENANT. Landlord, at Landlord's discretion, may permit Tenant and Tenant's agents and contractors to enter the Premises prior to completion of the Work in order to make the Premises ready for Tenant's use and occupancy. If Landlord permits such entry prior to completion of the Work, then such permission is conditioned upon Tenant and Tenant's agents, contractors, workmen, mechanics, suppliers and invitees working in harmony and not interfering with Landlord and Landlord's contractors in doing the Work or with other tenants or occupants of the Building. If at any time such entry shall cause or threaten to cause such disharmony or interference, Landlord shall have the right to withdraw such permission upon twenty-four (24) hours oral or written notice to Tenant. Tenant agrees that any such entry onto the Premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease (including, without limitation, all insurance requirements), except as to the covenant to pay Rental thereunder, and further agrees that Landlord shall not be liable in any way for any injury, loss or damage which may occur to any items of work constructed by Tenant or to other property of Tenant that may be placed in the Premises prior to completion of the Work, the same being at Tenant's sole risk.

XII. LIABILITY. The parties acknowledge that Landlord is not an architect or engineer, and that the Work will be designed and performed by independent architects, engineers and contractors. Accordingly, Landlord does not guarantee or warrant that the Plans will be free from errors or omissions, nor that the Work will be free from defects, and Landlord shall have no liability therefor.

XIII. CERTAIN DEFINITIONS.

A. "Work" herein means the construction of the improvements shown on the final approved Plans, and any demolition, preparation or other work required in connection therewith, including without limitation, any work required to be performed outside the Premises in order to obtain building permits for the work to be performed within the Premises (if Landlord elects to perform such work outside the Premises).

B. "Landlord's Space Planner" herein means the space planner (if any) regularly used by Landlord and with whom Landlord has a written contractual arrangement for space planning services at the Medical Office Building I.

C. "Finish Selections" herein means the type and color of floor and wall coverings, wall paint and any other finishes.

D. "Plans" herein means, collectively, any Space Plan, Working Drawings, or other plans, drawings or specifications, and Finish Selections (and in the event of any inconsistency between any of the same, or revisions thereto, the latest dated item approved by Landlord shall control). The Plans shall be signed or initialed by Tenant, if requested by Landlord.

E. "Space Plan" herein means a preliminary floor plan, generally showing demising walls, corridor doors, interior partition walls and interior doors. The term "Space Plan" for purposes of this Agreement shall also refer to any so-called "pricing plan", i.e. a more detailed Space Plan, drawn to scale, showing: (1) any special walls, glass partitions or corridor doors, (2) any restrooms, kitchens, computer rooms, file rooms and other special purpose rooms, and any sinks or other plumbing facilities, or other special facilities or equipment, (3) communications system, indicating telephone and computer outlet locations, and (4) any other details or features reasonably required in order to obtain preliminary cost estimate as described in Section IX above, or otherwise reasonably requested by Landlord or Landlord's Space Planner.

F. "Working Drawings" herein means fully dimensioned architectural construction drawings and specifications, and any required engineering drawings (including mechanical, electrical, plumbing, air conditioning, ventilation and heating), and shall include any applicable items described above for the Space plan, and if applicable, (1) electrical outlet locations, circuits and anticipated usage therefor, (2) reflected ceiling plan, including lighting, switching, and any special ceiling specifications, (3) duct locations for heating, ventilating and air conditioning equipment, (4) details of all millwork, (5) dimensions of all equipment and cabinets to be built in, (6) furniture plan showing details of space occupancy, (7) keying schedule, (8) lighting arrangement, (9) location of print machines, equipment in lunchrooms, concentrated file and library loadings and any other equipment or systems (with brand names wherever possible) which require special consideration relative to air conditioning, ventilation, electrical, plumbing, structural, fire protection, life-fire safety system, or mechanical systems, (10) special heating, ventilating and air conditioning equipment and requirements, (11) weight and location of heavy equipment, and anticipated loads for special usage rooms, (12) demolition plan, (13) partition construction plan, (14) Finish Selections, (15) cabinet work elevations, and any other details or features reasonably required in order to obtain a more firm cost estimate as described in Section IX, above, or otherwise reasonably requested by Landlord or Landlord's Space Planner.

XIV. INCORPORATION INTO LEASE; DEFAULT. THE PARTIES AGREE THAT THE PROVISIONS OF THIS AGREEMENT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease and this Agreement, the latter shall govern and control. Any default by a party hereunder shall constitute a default by that party under the Lease and said party shall be subject to the remedies and other provisions applicable thereto under the Lease.