The Work Letter

Most commercial office Lease transactions involve some sort of interior Tenant Improvement (“TI”) construction.  These projects can be as minor as installing new paint and carpet to spruce up a tired space or as extensive as a full office build-out from a “shell condition.”

Unless a space is specifically offered “as-is”, Landlords typically provide some sort of TI Allowance – usually  dollars/Rentable Square Foot (“RSF”) – as part of the Lease package offered to prospective Tenants. Alternatively, a Landlord may agree to provide the required construction on a “turnkey” basis, with the Landlord covering all costs of design and construction, based on a mutually agreed set of Construction Documents.

To prevent surprises, misunderstandings and unanticipated costs, the details of the TI construction should be spelled out in the Lease document.  For anything other than the most minor construction, a Tenant Improvement “Work Letter” addendum or attachment should be made part of the Lease document.

A well drafted Work Letter will spell out all key issues related to the construction of the planned TIs including:

• Who will prepare a Pricing Plan and the necessary construction documents, including mechanical and electrical engineering plans?
• Does the Tenant have any say in the choice of the architect?
• What is the process for Landlord and Tenant reaching agreement on the scope of work defined by the Construction Drawings?  Does the Tenant have the opportunity to review and approve the final Construction Drawings?
• What is the project budget and how much is the Landlord contributing to the total project cost?
• How will any additional costs be charged to the Tenant (via an increase in monthly rental payments or via a cash payment)?
• Does the Tenant have any say in the choice of the general contractor?
• Who is hiring the general contractor and supervising the TI construction process?
• If the Landlord is supervising the work, will it charge a management fee (how much)?
• Is there an identified schedule?  Who is responsible for delays in construction?
• Is the Lease commencement date a fixed date or it the commencement date tied to the completion of the TIs?
• Are there penalties for delays in making decisions (by both Landlord and Tenant) or for not completing the project on the agreed schedule?
• What is the process for the general contractor to coordinate with Tenant vendors such as IT wiring contractors, furniture installers, etc.?
• Is there a “walk through” inspection after the TIs are completed?  Does the Tenant have a period of time to identify any issues?
• What is the warranty provided by the Landlord and the general contractor?

If you’d like more advice about Tenant Improvement Work Letters, please contact us.