Commercial real estate
How to structure tenant improvement agreements that clearly define responsibilities, timelines, and acceptance criteria to avoid disputes and delays.
A practical guide for landlords and tenants to set clear responsibilities, enforceable timelines, and objective acceptance criteria, reducing disputes, speeding approvals, and ensuring successful completion of tenant improvements.
Published by
Anthony Gray
July 26, 2025 - 3 min Read
In commercial real estate, tenant improvement agreements act as the contract that translates a space’s potential into a usable, revenue-generating asset. The document should begin with a precise scope of work, including site measurements, design constraints, mechanical and electrical requirements, and approved materials. It is crucial to specify which party is responsible for permits, inspections, and utility connections, along with a process for changes. A well-structured clause ensures that any modification is documented, priced, and approved before work proceeds. By clarifying these elements upfront, both landlord and tenant create a shared roadmap, reducing ambiguity and setting expectations about costing, quality, and the sequence of steps needed to reach completion.
A robust improvement agreement also defines timelines with concrete milestones rather than vague deadlines. Establish start dates, interim deadlines, and a final completion date, plus remedies for delays caused by either party. Include a mechanism for time extensions only under defined conditions, such as force majeure or approved changes, to prevent leverage from being exercised after delays. The contract should require regular progress reporting, including photos or on-site updates, so both sides remain informed. Tie each milestone to a corresponding payment flow, ensuring that releases align with verified progress. This structure discourages disputes by making schedule expectations transparent and enforceable.
Timelines and remedies should be fair, precise, and enforceable.
The essence of a successful tenant improvement agreement lies in assigning explicit roles for every task, from design approval to construction sign-off. The landlord may oversee coordinated timelines and permit acquisition, while the tenant typically supplies design intent, approval criteria, and occupancy readiness standards. Contractors and vendors must have clearly defined interfaces, including who approves substitutions, how site modifications are handled, and the criteria for acceptance testing. A well-delineated responsibilities matrix reduces friction when decisions are required during construction, helping to prevent back-and-forth depending on who holds authority for key steps. It also provides a framework for accountability should issues arise.
Beyond who does what, the agreement should specify the standard of work expected, aligned with applicable codes and project specifications. It should address design review cycles, permitting requirements, and inspection regimes, outlining who bears the cost of contingencies and how faults discovered later are remedied. A transparent acceptance process is essential: define what constitutes completion, who witnesses tests, and how punch lists are issued and resolved. By codifying these criteria, the parties can objectively assess readiness for occupancy, avoiding subjective judgments that often trigger disputes, delays, and renegotiations.
Acceptance criteria should be objective, verifiable, and timely.
Timelines drive momentum, but they must be realistically calibrated to reflect the scope. The agreement should incorporate a project schedule that is integrated with budgeting, procurement, and permit approvals. Include critical-path elements, with explicit dates for design finalization, permit issuance, and sequencing of trades. If a delay occurs, specify a clear, proportionate remedy—such as liquidated damages or extension of deadlines contingent on documented cause. The document should outline steps for cure, including notice periods, meeting requirements, and a retrospective to identify avoidable delays. When remedies are balanced with practical flexibility, parties stay aligned without resorting to costly litigation or renegotiation.
Another essential feature is the mechanism for handling substitutions and change orders, which frequently become flashpoints in TI projects. The agreement should require that any alteration to the scope or materials be documented in writing, with revised budgets and revised completion dates attached. Decision rights must be established: who can approve changes, under what price thresholds, and how risks are allocated if changes impact performance or compliance. A formal change-order process, including traceable approval trails and updated schedules, helps prevent scope creep. Maintaining version control of drawings and specifications ensures that everyone references the same information throughout construction and inspection.
Documentation, approvals, and handover procedures keep projects on track.
Acceptance criteria provide the objective yardstick by which a completed TI project is judged. The agreement should specify measurable performance standards for all major systems, including lighting, HVAC, electrical, plumbing, fire protection, and accessibility. Each criterion should tie to a test method, pass/fail thresholds, and documentation required for final handover. The process must designate who conducts tests, who witnesses results, and what happens if performance falls short. Timely acceptance hinges on a defined window for inspection, a mechanism to address deficiencies, and a final sign-off that transitions responsibility from construction to occupancy. Objective criteria reduce subjective disputes and encourage prompt occupancy.
In practice, creating a robust acceptance framework involves aligning design intent with as-built conditions. The agreement should require that the completed space reflects approved drawings and any authorized deviations. A comprehensive punch list should be compiled at substantial completion, with clear acceptance deadlines for remediation work. It is prudent to include a provision for re-inspection after corrections to confirm all issues are resolved. Documentation, such as warranties, test reports, and maintenance manuals, should accompany the final handover. This level of thoroughness minimizes the potential for post-occupancy claims and ensures a smooth transition to operations.
Risk allocation and dispute resolution strategies are essential.
Documentation is the backbone of a predictable TI process. Contracts should mandate that all approvals—design, structural, electrical, and mechanical—are captured in writing with dates and responsible parties. Digital delivery of plans, change orders, and inspection reports helps maintain an auditable trail. The agreement should require that any deviations from the original scope are captured with rationale, cost impact, and updated timelines. Clear documentation supports dispute resolution by providing verifiable evidence of decisions and commitments. It also protects both sides if disputes arise, reducing the likelihood of misinterpretations that could stall the project for weeks or months.
A thoughtful handover plan ensures that occupancy can proceed without delays. The contract should outline who coordinates certifications, occupancy permits, and landlord-provided utilities. It should detail the sequence from practical completion to certificate of occupancy, and finally to formal acceptance. The plan ought to allocate responsibilities for commissioning, safety checks, and tenant training on new systems. Including a timeline for these steps, with owners and dates, helps everyone anticipate completion. A well-orchestrated handover minimizes downtime and accelerates the start of profitable tenancy.
Even with meticulous planning, disputes can arise. The TI agreement should incorporate a structured dispute resolution clause, prioritizing negotiation, then mediation, and only then arbitration or litigation. Early intervention provisions encourage transparency and quick resolution, such as mandatory status meetings and joint reviews of critical path items. Risk sharing is also important: allocate schedule and cost risks in a way that reflects control and influence. If a dispute concerns quality or performance, establish objective remedies, such as rework at no cost to the tenant or appropriate credits. Clear escalation paths prevent small disagreements from escalating into costly delays.
Finally, align the TI agreement with broader lease terms to avoid friction later. Ensure that the standards for improvements tie into the building’s operating metrics, the landlord’s capital program, and any future remodeling rights. Consider including a renewal or expansion clause that references TI conditions, so the property remains adaptable to evolving needs. The agreement should also address maintenance responsibilities and post-occupancy support, including defect liability periods and ongoing warranties. A comprehensive approach reduces long-term risk, fosters cooperative relationships, and secures a favorable operating environment for both sides.
