Common use of Construction of Base Building Clause in Contracts

Construction of Base Building. Landlord shall construct, at its sole cost and expense, and without deduction from the Improvement Allowance, the base, shell, and core of the Buildings and the other portions of the Project including the Parking Facilities and Common Areas (collectively, the “Base, Shell and Core” and/or “Base Building”), which shall be in compliance with Applicable Laws (to the extent necessary for Tenant to submit for permits for construction of the Improvements or to obtain and retain a “CofO” (as defined in Section 1.3 below) for the Premises for general office use). The Base Building shall be constructed in accordance with the design and development plans and specifications attached hereto as Schedule 1 (the “Base Building Plans”), subject to Landlord Minor Changes as provided for hereinbelow; and the final construction drawings for the Base Building (the “Base Building Construction Drawings and Specifications”) shall in all respects conform to and be consistent, except as provided in this Work Letter, with such Base Building Plans. Upon completion of the Base Building Construction Drawings and Specifications, Landlord shall deliver to Tenant complete copies thereof (four (4) hard copies and one (1) electronic copy), together with a certification from Landlord addressed to Tenant certifying that the Base Building Construction Drawings and Specifications conform to and are consistent with the Base Building Plans, except as allowed by the terms of this Work Letter. In the event that an updated set of the Base Building Construction Drawings and Specifications are prepared for Landlord, Landlord shall provide Tenant with complete copies of the most up-to-date set. Landlord shall be responsible for obtaining all building permits and other governmental approvals required to construct the Base Building in accordance with the Base Building Construction Drawings and Specifications. As used in this Work Letter (and the Schedules attached hereto), the term “Base Building” shall have the meaning set forth in this Section 1.1, and not the meaning set forth in Section 8.2 of this Lease. Additionally, to the extent not set forth in the version of the Base Building Plans referenced in Schedule 1, Landlord shall make the necessary modifications to provide that the Base Building, as constructed by Landlord, shall comply with the Base Building Definition set forth in Schedule 2 (the “Base Building Definition”). Certain work described in the Base Building Definition is described as Tenant’s obligation as part of the construction of the Improvements, and are not components of the Base Building. In the event of a conflict between Schedule 1 and Schedule 2, Schedule 2 shall prevail. Landlord hereby reserves the right to modify the Base Building Plans, the Base Building Definition, and the Base Building Construction Drawings and Specifications, provided that such modifications (each such modification is a “Landlord Minor Change”): (A) are required to comply with Applicable Laws, (B) will not (i) materially and adversely affect Tenant’s permitted use of the Premises and the Project or materially increase the cost of construction of the Improvements, unless Landlord pays such increased costs, or (ii) result in the use of materials, systems or components which are not of a reasonably equivalent or better quality than the materials, systems and components set forth in the Base Building Plans or in the Lease, or (C) relate to areas of the Project located outside of the Buildings and Parking Facilities. Landlord’s general contractor shall, on commercially reasonable terms, warrant to Landlord that the Base, Shell and Core is free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Landlord’s general contractor shall be responsible, on commercially reasonable terms, for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the completion of the work performed by such contractor. The correction of such work shall include, on commercially reasonable terms, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Base, Shell and Core that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Base, Shell and Core shall be contained in the contract or subcontract, on commercially reasonable terms.

Construction of Base Building. Landlord shall construct, at its sole cost and expense, and without deduction from the Improvement Allowance, the base, shell, and core of the Buildings Building and the other portions of the Project including the Parking Facilities Building parking facilities and Common Areas (collectively, the “Base, Shell and Core” and/or “Base Building”), which shall be in compliance with Applicable Laws and those certain San Francisco Planning Commission Motions No. 18952 (Case No. 2012.0906B) and 18953 (Case No. 2012.0906X) (including the Conditions of Approval thereof, the “Planning Approvals”) (to the extent necessary for Tenant to submit for permits for construction of the Improvements or to obtain and retain a “CofO” (as defined in Section 1.3 1.2 below) for the Premises for general office use). Notwithstanding the foregoing, Landlord’s obligation to comply with the terms and conditions of the Planning Approvals shall not be a condition to satisfaction of the “Final Condition” (as defined in Section 1.2 below, except to the extent required for the issuance of a CofO for the Premises), provided that any costs to comply with the Planning Approvals shall be Landlord’s responsibility, and shall not be a Direct Expense or deducted from the “Improvement Allowance” (as that term is defined in Section 2.1 below). The Base Building shall be constructed in accordance with the design and development plans and specifications attached hereto as Schedule 1 (the “Base Building Plans”), subject to Landlord Minor Changes as provided for hereinbelow; and the final construction drawings for the Base Building (the “Base Building Construction Drawings and Specifications”) shall in all respects conform to and be consistent, except as provided in this Work Letter, with such Base Building Plans. The parties acknowledge, however, that certain Improvements (to be constructed by Tenant) are shown for informational purposes on the Base Building Plans (designated thereon as work to be performed “BY TENANT”), but such items are not components of the Base Building. Upon completion of the Base Building Construction Drawings and Specifications, Landlord shall deliver to Tenant complete copies thereof (four (4) hard copies and one (1) electronic copy), together with a certification from Landlord addressed to Tenant certifying that the Base Building Construction Drawings and Specifications conform to and are consistent with the Base Building Plans, except as allowed by the terms of this Work Letter. In the event that an updated set of the Base Building Construction Drawings and Specifications are prepared for Landlord, Landlord shall provide Tenant with complete copies of the most up-to-date set. Landlord shall be responsible for obtaining all building permits and other governmental approvals required to construct the Base Building in accordance with the Base Building Construction Drawings and Specifications. As used in this Work Letter (and the Schedules attached hereto), the term “Base Building” shall have the meaning set forth in this Section 1.1, and not the meaning set forth in Section 8.2 of this Lease. Additionally, to the extent not set forth in the version of the Base Building Plans referenced in Schedule 1, Landlord shall make the necessary modifications to provide that the Base Building, as constructed by Landlord, shall comply with the Base Building Definition set forth in Schedule 2 (the “Base Building Definition”). Certain work described in the Base Building Definition is described as Tenant’s obligation as part of the construction of the Improvements, and are not components of the Base Building. In the event of a conflict between Schedule 1 and Schedule 2, Schedule 2 shall prevail. Landlord hereby reserves the right to modify the Base Building Plans, the Base Building Definition, and the Base Building Construction Drawings and Specifications, provided that such modifications (each such modification is a “Landlord Minor Change”): (A) are required to comply with Applicable Laws, (B) will not (i) materially and adversely affect Tenant’s permitted use of the Premises and the Project or materially increase the cost of construction of the Improvements, unless Landlord pays such increased costs, or (ii) result in the use of materials, systems or components which are not of a reasonably equivalent or better quality than the materials, systems and components set forth in the Base Building Plans or in the Lease, or (C) relate to areas of the Project located outside of the Buildings and Parking Facilities. Landlord’s general contractor shall, on commercially reasonable terms, warrant to Landlord that the Base, Shell and Core is free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Landlord’s general contractor shall be responsible, on commercially reasonable terms, for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the completion of the work performed by such contractor. The correction of such work shall include, on commercially reasonable terms, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Base, Shell and Core that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Base, Shell and Core shall be contained in the contract or subcontract, on commercially reasonable terms.Work

Construction of Base Building. Landlord shall construct, at its sole cost and expense, and without deduction from the Tenant Improvement Allowance, the base, shell, and core of the Buildings Building, which base, shell and core shall be in compliance with applicable Law (to the other portions of extent necessary for Tenant to obtain and retain a CofO (as defined in Section 1.3 below) for the Project including the Parking Facilities and Common Areas Premises for general office use) (collectively, the “Base, Shell and Core” and/or “Base Building”), which shall be in compliance with Applicable Laws (to the extent necessary for Tenant to submit for permits for construction of the Improvements or to obtain and retain a “CofO” (as defined in Section 1.3 below) for the Premises for general office use). The Base Building shall be constructed in accordance with the design and development plans and specifications referenced in Schedule 1A, attached hereto as Schedule 1 (the “Base Building Plans”), subject to Landlord Minor Changes Changes, as provided for hereinbelow; and the final construction drawings for the Base Building (the “Base Building Construction Drawings and Specifications”) shall in all respects conform to and be consistent, except as provided in this Work Letter, with such Base Building Plans. Upon completion of the Base Building Construction Drawings and Specifications, Landlord shall deliver to Tenant complete copies thereof (four (4) hard copies and one (1) electronic copy), together with a certification from Landlord addressed to Tenant certifying that the Base Building Construction Drawings and Specifications conform to and are consistent with the Base Building Plans, except as allowed by the terms of this Work Letter. In the event that an updated set of the Base Building Construction Drawings and Specifications are prepared for Landlord, Landlord shall provide Tenant with complete copies of the most up-to-date set. Landlord shall be responsible for obtaining all building permits and other governmental approvals required to construct the Base Building in accordance with the Base Building Construction Drawings and Specifications. As used in this Work Letter (and the Schedules attached hereto), the term “Base Building” shall have the meaning set forth is defined in this Section 1.1, and not the meaning set forth in Section 8.2 of this Lease1.1 below. Additionally, to the extent not set forth in the version of the Base Building Plans referenced in Schedule 11A, Landlord shall make the necessary modifications to provide that the Base Building, as constructed by Landlord, shall comply with the Base Building Definition Requirements set forth in Schedule 2 (the “Base Building Definition”). Certain work described in the Base Building Definition is described as Tenant’s obligation as part of the construction of the Improvements, and are not components of the Base Building2. In the event of a conflict between Schedule 1 1A and Schedule 2, Schedule 2 shall prevail. Landlord hereby reserves the right to modify the Base Building Plans, the Base Building Definition, and the Base Building Construction Drawings and Specifications, provided that such modifications (each such modification is a “Landlord Minor Change”): (A) are required to comply with Applicable applicable Laws, or (B) will not (i) materially and adversely affect Tenant’s permitted use of the Premises and the Project or materially increase the cost of construction of the Improvements, unless Landlord pays such increased costsProject, or (ii) result in the use of materials, systems or components which are not of a reasonably materially equivalent or better quality than the materials, systems and components set forth in the Base Building Plans Plans, or in the LeaseLease (collectively, “Landlord Minor Changes”). Notwithstanding the foregoing, Landlord may make, without regard to item (B)(i), or (C) relate B)(ii), modifications or revisions to areas the interior of the Project located outside Adjacent Building, except to the extent specifically addressed in the Lease. Notwithstanding anything to the contrary set forth herein, Schedule 1B attached hereto sets forth the items that Tenant shall construct as part of the Buildings and Parking Facilities. Landlord’s general contractor shallTenant Improvements, on commercially reasonable terms, warrant to Landlord that the Base, Shell and Core is free from any defects in workmanship and materials for a period cost of not less than one (1) year which shall be deducted from the date of completion thereof. Landlord’s general contractor shall be responsibleTenant Improvement Allowance, except as otherwise set forth on commercially reasonable termsSchedule 1B, for even if the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the completion of the work performed by such contractor. The correction of such work shall include, on commercially reasonable terms, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any items are part of the Base, Shell and Core that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to (the Base, Shell and Core shall be contained in the contract or subcontract, on commercially reasonable terms“Tenant Construction Items”).

Construction of Base Building. Landlord shall construct, at its sole cost and expense, in a good workmanlike manner and without deduction from the Tenant Improvement Allowance, the base, shell, and core of the Buildings and the other portions of the Project including the Parking Facilities and Common Areas each Building (collectively, the “"Base, Shell and Core” " and/or “"Base Building”"), which shall be in compliance with Applicable Laws (to the extent necessary for Tenant to submit for permits for construction of the Improvements or to obtain and retain a “CofO” (as defined in Section 1.3 below) for the Premises for general office use). The Base Building shall be constructed in accordance with the design and development plans and specifications referenced in Schedule 1-C, attached hereto as Schedule 1 (the “"Base Building Plans”"), subject to Landlord Minor Changes Changes, as provided for hereinbelow; and the final construction drawings for the Base Building (the “Base Building Construction Drawings and Specifications”) shall in all respects conform to and be consistent, except as provided in this Work Letter, with such Base Building Plans. Upon completion of the Base Building Construction Drawings and Specifications, Landlord shall deliver to Tenant complete copies thereof (four (4) hard copies and one (1) electronic copy), together with a certification from Landlord addressed to Tenant certifying that the Base Building Construction Drawings and Specifications conform to and are consistent with the Base Building Plans, except as allowed by the terms of this Work Letter. In the event that an updated set of the Base Building Construction Drawings and Specifications are prepared for Landlord, Landlord shall provide Tenant with complete copies of the most up-to-date set. Landlord shall be responsible for obtaining all building permits and other governmental approvals required to construct the Base Building in accordance with the Base Building Construction Drawings and Specifications. As used in this Work Letter (and the Schedules attached hereto), the term “Base Building” shall have the meaning set forth in this Section 1.1, and not the meaning set forth in Section 8.2 of this Leaseis defined herein below. Additionally, to the extent not set forth in the version of the Base Building Plans referenced in Schedule 1-X (xxx "Xxxx Xxxxxxxx Xxxxxxxxxxx"), Landlord Xxxxxxxx shall make the necessary modifications to provide that the Base Building, as constructed by Landlord, shall comply with the Base Building Definition Description set forth in Schedule 2 (the “Base Building Definition”). Certain work described in the Base Building Definition is described as Tenant’s obligation as part of the construction of the Improvements1-B, and are not components of the Base Buildingsubject to Landlord Minor Changes. In the event of a conflict between Schedule 1 1-C and Schedule 21-B, Schedule 2 1-B shall prevail. As of the date hereof, the Base Building plans and specifications for Building A2 have not yet been prepared, and accordingly, Schedule 1-C only includes a description of the Base Building Plans for Building 2 and Building 3. Landlord shall prepare the Base Building plans and specifications for Building A2 to be comply with the applicable Base Building Description set forth on Schedule 1-B, and upon completion the same shall constitute "Base Building Plans" for all purposes under this Lease. Landlord hereby reserves the right to modify each Base Building Description and the Base Building Plans, the Base Building Definition, and the Base Building Construction Drawings and Specifications, provided that such modifications (each such modification is a “Landlord Minor Change”): (A) are required to comply with Applicable Laws, (B) will not (i) materially and adversely affect Tenant’s permitted use 's Permitted Use of the applicable Premises and the Project or materially increase the cost of construction of the Improvements, unless Landlord pays such increased costsProject, or (ii) result in the use of materials, systems or components which are not of a reasonably materially equivalent or better quality than the materials, systems and components set forth in the Base Building Plans Description, or in the Lease, or (C) relate pertain to areas portions of the Project located outside of the Buildings (collectively, "Landlord Minor Changes"). The Base Building Condition shall have been constructed in a good and Parking Facilities. Landlord’s general contractor shallworkmanlike manner, on commercially reasonable terms, warrant to Landlord that the Base, Shell and Core is free from any defects in workmanship and materials compliance with Applicable Laws for a period unoccupied space as of not less than one (1) year from the date of completion thereof. Landlord’s general contractor shall be responsiblethe Lease to the extent required to allow Tenant, on commercially reasonable terms, for subject to Tenant's construction of the replacement or repair, without additional charge, of all work done or furnished Tenant Improvements in accordance with Applicable Laws, to obtain a certificate of occupancy or its contract that legal equivalent allowing the legal occupancy of the Premises for the Permitted Use. Within five (5) days after delivery of the Premises to Tenant, Landlord and Tenant shall become defective have a "walk-through" of the delivered Premises to jointly create a punch-list setting forth any deviations between the required Base Building and the actual condition of the Premises (the "Delivery Punch List"). Landlord shall repair or correct the items set forth on the Delivery Punch List within one (1) year a commercially reasonable period after the completion of the work performed by such contractor. The correction date of such work shall include, on commercially reasonable terms, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Base, Shell and Core that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Base, Shell and Core shall be contained in the contract or subcontract, on commercially reasonable termswalk through.