Common use of Construction Requirements Clause in Contracts

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work shall be constructed and timely completed in a good and workmanlike manner at Tenant's sole expense and at Tenant's risk, and shall be done in such a manner as not to cause or create a dangerous or hazardous condition or interfere with the use and enjoyment of other space in the Building by other tenants, and so as not to interfere with the work then being done by Landlord or other tenants of the Building. (b) Such work shall not adversely affect the structure or strength of the Building or the mechanical, electrical, plumbing or safety facilities or other operations of the Premises or Building. (c) Such work will be performed substantially in accordance with the plans and specifications submitted to Landlord by Tenant and approved by Landlord within fifteen (15) business days prior to commencement of such work. (d) All contractors and subcontractors performing all or any portion of such work shall be subject to Landlord's prior written approval. (e) Tenant shall pay all bills for labor and materials which might be the foundation for assertion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense (including reasonable attorneys' fees) arising out of, as a result of or incurred by Landlord in connection with such work.

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant Alterations shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work performed under a valid permit when required, a copy of which shall be constructed and timely completed furnished to Landlord before commencement of construction, (b) performed in a good and workmanlike manner using only new, first class materials and Tenant shall obtain contractors’ warranties for a period of at Tenant's sole expense least one (1) year against defects in materials and at Tenant's riskworkmanship; (c) performed in compliance with all applicable Laws, all applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters), the National Electrical Code, manufacturer’s specifications and shall be done in such a manner Landlord’s construction rules and regulations attached hereto as Exhibit E-2 (the “Construction Rules”); (d) performed so as not to cause or create a dangerous any jurisdictional or hazardous condition or interfere with the use and enjoyment of other space labor disputes; (e) performed in the Building by other tenants, and so such manner as not to interfere with obstruct access to the work then being done Project or the Common Areas or the conduct of business by Landlord or other tenants of in the Building. Project and coordinated with any other work in the Project by Landlord or its tenants in order to minimize interference with such work; (bf) Such work shall diligently prosecuted to completion; (g) if applicable, performed in a manner that will not adversely affect the structure Building’s and or strength of the Building or the mechanicalProject’s “LEED” certification, electrical, plumbing or safety facilities Energy Star rating or other operations of “green agency” rating; (h) performed (A) in compliance with USGBC indoor air quality standards and waste management specifications, and (B) if to the Premises or Building. (c) Such work will be performed substantially in accordance extent applicable, utilizing plumbing fixtures that comply with the plans EPA’s “Water Sense” program and specifications submitted to Landlord Energy Star compliant equipment, and (i) performed by Tenant and Tenant’s Contractors that are reasonably approved by Landlord within fifteen and, at Landlord’s election, Landlord shall have the right to have at least one (151) business days prior additional contractor selected by Landlord (“Landlord’s Contractors”), submit a bid for the Alterations and Landlord shall notify Tenant of any Landlord’s Contractors it elects to commencement have submit a bid for the Alterations at the time Landlord approves Tenant’s Contractors. If Landlord elects to have any Landlord’s Contractors submit a bid for the Alterations, then promptly after Tenant receives all bids, and based upon the bids submitted by Tenant’s Contractors and Landlord’s Contractor(s), Tenant shall notify Landlord in writing of its recommendation for the contractor to perform the Alterations. Tenant agrees to (1) carry (or cause its general contractor to carry) Causes of Loss-Special Form Builder’s Risk or Installation Floater insurance with a limit of not less than the total cost of the Alterations, in such form and including such terms, conditions and deductibles as are acceptable to Landlord in its sole but reasonable discretion, covering the construction of such work. Alterations, and (d2) All contractors and subcontractors performing cause all or of Tenant’s Contractors to agree, in their construction contracts with Tenant, to meet all of the insurance requirements applicable to Tenant pursuant to Article 18 (including providing the certificates of insurance required thereunder). With respect to any portion Alterations performed after the completion of such work shall be subject to Landlord's prior written approval. (e) the initial Tenant Improvements, Tenant shall pay to Landlord a percentage of the cost of the Alterations (such percentage, which shall vary depending upon whether or not Tenant orders the work directly from Landlord, to be established by Landlord on a uniform basis for the Project but shall not exceed five percent (5%) of the cost of the work) sufficient to compensate Landlord for all bills overhead, general conditions, fees and other costs and expenses arising from Landlord’s supervision of or involvement with the Alterations. Additionally, Tenant shall engage the services of an on-site project manager reasonably acceptable to Landlord, who shall perform daily supervision of the Alterations and who shall be familiar with Landlord’s construction procedures for labor the Project (including the Rules and materials which might be Regulations and the foundation for assertion Construction Rules). Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord such security as reasonably determined by Landlord to protect Landlord against any liability in connection with any Alterations costing in excess of One Hundred Thousand Dollars ($100,000) in the aggregate, including but not limited to a lien and completion bond naming Landlord as a co-obligee. Promptly after completion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Alterations, Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations “as-built” plans and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense specifications (including reasonable attorneys' feesall working drawings) arising out offor the Alterations. Landlord shall have the right to inspect the construction of the Alterations; however, Landlord’s failure to inspect any portion of the Alterations shall in no event constitute a waiver of any of Landlord’s rights under this Article 11, nor shall Landlord’s inspection of any portion of the Alterations constitute Landlord’s approval thereof. If, as a result of Landlord’s inspection, Landlord reasonably disapproves of any portion of the construction of the Alterations, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. In the event Landlord disapproves of any matter that might adversely affect any Building System, the structure or incurred by exterior appearance of the Building or any other tenant, Landlord in connection with may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such matter, including, without limitation, causing the cessation of the applicable work.

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work Tenant agrees that the entry into the Demised Premises by Tenant and its contractors shall be constructed deemed to be under all of the terms, covenants, conditions and timely completed provisions of the Lease except as to the covenant to pay Rent, and Tenant further agrees that in a good connection therewith Landlord shall not be liable except due to Landlord or it's agents, contractors or employees gross and workmanlike manner willful negligence, in any way for any injury, loss or damage which may occur to any of Tenant's Work or installations made in the Premises or to property placed therein before the Term Commencement Date and thereafter, the same being at Tenant's sole expense and at Tenant's risk. In addition, Tenant shall require all entities performing work on behalf of Tenant to provide protection for existing improvements to an extent that is satisfactory to Landlord and shall be done in such a manner as not allow Landlord access to cause the Premises, for inspection purposes, at all times during the period when Tenant is undertaking construction activities therein. If any entity performing work on behalf of Tenant causes any injury to any person or create a dangerous or hazardous condition or interfere with any damage to the use and enjoyment of other space in Demised Premises, the Building by (including Landlord's Work), any other tenants, and so as not to interfere with the work then being done by Landlord or other tenants of the Building.property of (b) Such work All contractors and subcontractors shall not adversely affect use only those corridors and entrances designated by Landlord or Landlord's designated representative for ingress and egress of personnel and the structure delivery and removal of equipment and material through or strength across any common areas of the Building shall only be permitted with the written approval of Landlord or it's designated representatives and during hours determined by Landlord. Landlord shall have the mechanicalright to order Tenant or any contractor or subcontractor who violates the above requirements to cease work in the Building and leave the Building and remove its equipment and its employees from the Building and, electricalat Landlord's option, plumbing or safety facilities or other operations restore any portion of the Premises or BuildingBuilding on which it has done work to its original condition. (c) Such Tenant agrees that all services and work will performed on the Demised Premises by, on behalf of, or for the account of Tenant, including installation of telephone, carpeting, materials and personal property delivered to the Demised Premises shall be performed substantially done in accordance with the plans and specifications submitted to Landlord by Tenant and approved by Landlord within fifteen (15) business days prior to commencement a first-class workmanlike manner using only good grades of such workmaterial. (d) All Except due to the negligence and willful misconduct or Landlord or its agent, contractors or employees, Tenant agrees to protect, indemnify, defend and subcontractors performing hold Landlord and its agents partners, contractors, and employees harmless from and against any and all losses, damages, liabilities, claims, liens, costs and expenses, including reasonable attorney's fees, of whatever nature including those to the person and property of Tenant, its employees, agents, invitees, licensees and other arising out of or in connection with the activities of Tenant or Tenant's contractors in or about the Demised Premises or the Building, and the cost of any portion repairs to the Demised Premises or the Building necessitated by activities of such work shall be subject to LandlordTenant or Tenant's prior written approvalcontractors. (e) Tenant shall secure, pay all bills for labor for, and materials maintain during the continuance of its work within the Demised Premises, policies of insurance with such coverages and such amounts as Landlord may reasonably require, which might be the foundation for assertion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby policies shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior endorsed to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense (including reasonable attorneys' fees) arising out of, as a result of or incurred by Landlord in connection with such work.include

Construction Requirements. (1) A copy of the executed contract between Tenant and Tenant's General Contractor covering all of Tenant's obligations under this Exhibit B; such contract shall be in form satisfactory to Landlord. (2) Tenant's General Contractor's acknowledgment of receipt of the Landlord's Tenant Contractor Manual. (3) Proof that Tenant's General Contractor is licensed to work in the State of Washington. (4) A specific job-site safety program, as required by the State of Washington. (5) All leasehold improvementsTenant's Contractors shall be union, alterations bondable, licensed contractors, having good labor relations, capable of working in harmony with Landlord's General Contractor and additions made by other contractors in the Building. (6) Tenant shall be done coordinate Tenant's Work with other construction work at the Building, if any. Landlord specifically reserves the right to approve Tenant's Contractor(s). If Landlord does not give Tenant such approval with respect to any Contractor(s), Tenant shall contract with another General Contractor and/or subcontractor(s), as the case may be, for the completion of Tenant's Work. (7) In addition to the items in accordance with each paragraph C of this Exhibit B, Landlord requires the following requirements unless specifically waived by Landlord in writingfollowing: (a) Such work shall be constructed and timely completed proof in a good and workmanlike manner at form satisfactory to Landlord of Tenant's sole expense and at financial ability to cause Tenant's risk, Work to be completed and shall be done in such a manner as not fully paid for prior to cause or create a dangerous or hazardous condition or interfere with the use and enjoyment of other space in the Building by other tenants, and so as not to interfere with the work then being done by Landlord or other tenants of the Building.opening for business; and (b) Such work Tenant's Work shall not adversely affect be subject to the structure or strength inspection of Landlord's representative when the Building or the mechanical, electrical, plumbing or safety facilities or other operations of the Premises or Building.Work is being performed; and (c) Such work will be performed substantially in accordance with Tenant's General Contractor shall maintain at the plans Premises during construction a complete set of approved Working Drawings bearing Landlord's approval stamp, a complete set of the City of Seattle's approved permit drawings, original copies of necessary building permits, Landlord's construction criteria, a copy of Landlord's Design Criteria, and specifications submitted to Landlord by Tenant and approved by Landlord within fifteen (15) business days prior to commencement of such workan updated project schedule. (d) All contractors and subcontractors performing all or 8) If any portion of such work shall be subject to Landlord's prior written approval. (e) Work being performed by Tenant shall pay all bills for labor and materials which might be requires access through the foundation for assertion premises of any claim other Tenant (vacant or occupied) or otherwise will affect any mechanics' other premises or materialmenCommon Area and Landlord has approved Tenant's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of drawings illustrating such work, shall deliver to Landlord copies of all governmental permits, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoingWork, Tenant shall comply be responsible for coordinating such Work with all provisions of applicable law respecting workersuch other Tenant and Landlord, restoring the Tenant's compensation and will carry and maintain, or cause premises to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies original condition (or certificates thereofcondition mutually agreed to between Landlord and Tenant if adjacent Tenant premises is not yet occupied or adjacent premises is a building Common Area) following the Work, and compensating said other evidence of financial responsibility shall be delivered to Tenant or Landlord at lease five (5) business days prior to commencement for any costs incurred by them on account of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled Work, including loss of rent or materially modified without thirty (30) days' prior written notice to Landlordincome. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense (including reasonable attorneys' fees) arising out of, as a result of or incurred by Landlord in connection with such work.

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant Alterations shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work performed under a valid permit when required, a copy of which shall be constructed and timely completed furnished to Landlord before commencement of construction, (b) performed in a good and workmanlike manner using only new, first class materials and Tenant shall obtain contractors’ warranties for a period of at Tenant's sole expense least one (1) year against defects in materials and at Tenant's riskworkmanship; (c) performed in compliance with all applicable Laws, all applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters), the National Electrical Code, manufacturer’s specifications and shall be done Landlord’s construction rules and regulations attached hereto as Exhibit E-2 (the “Construction Rules”); (d) intentionally omitted; (e) performed in such a manner as not to cause unreasonably obstruct access to the Project or create a dangerous the Common Areas or hazardous condition or interfere with the use and enjoyment conduct of other space in the Building by other tenants, and so as not to interfere with the work then being done business by Landlord or other tenants of in the Building. Project and coordinated with any other work in the Project by Landlord or its tenants in order to minimize interference with such work; (bf) Such work shall diligently prosecuted to completion; (g) if applicable, performed in a manner that will not adversely affect the structure any Building’s and or strength of the Building or the mechanicalProject’s “LEED” certification, electrical, plumbing or safety facilities Energy Star rating or other operations of “green agency” rating, and (i) performed (A) in compliance with USGBC indoor air quality standards and waste management specifications, and (B) if to the Premises or Building. (c) Such work will be performed substantially in accordance extent applicable, utilizing plumbing fixtures that comply with the plans EPA’s “Water Sense” program and specifications submitted Energy Star compliant equipment, and (h) as to Landlord Alterations other than Cosmetic Alterations, performed by Tenant and Tenant’s Contractors that are approved by Landlord and, at Landlord’s election, Landlord shall have the right to have at least one (1) additional contractor selected by Landlord (“Landlord’s Contractors”), submit a bid for the Alterations (other than Alterations that involve the installation of Tenant’s specialty equipment) and Landlord shall notify Tenant of any Landlord’s Contractors it elects to have submit a bid for the Alterations at the time Landlord approves Tenant’s Contractors. If Landlord elects to have any Landlord’s Contractors submit a bid for the Alterations, then promptly after Tenant receives all bids, and based upon the bids submitted by Tenant’s Contractors and Landlord’s Contractor(s), Tenant shall notify Landlord in writing of its recommendation for the contractor to perform the Alterations, which notice shall include copies of all bids (the “Bid Package”). If Tenant’s recommendation for a contractor for the Alterations is not a Landlord’s Contractor, then within fifteen five (155) business Business Days after Landlord’s receipt of the Bid Package, Landlord shall either (A) allow Tenant to use its recommended contractor for the Alterations, or (B) require Tenant to use a Landlord’s Contractor for the Alterations. If Landlord elects to proceed under subsection (B) and the bid of the required Landlord’s Contractor for the Alterations exceeds one hundred percent (100%) of the bid of Tenant’s recommended contractor for the Alterations, then Landlord shall reimburse Tenant for the cost of the work performed by Landlord’s Contractor (excluding costs incurred for any change orders) in excess of one hundred percent (100%) of the bid of Tenant’s recommended contractor within thirty (30) days prior of Tenant’s completion of the Alterations and Landlord’s receipt of unconditional lien releases therefor. Tenant agrees to commencement (1) carry (or cause its general contractor to carry) Causes of Loss-Special Form Builder’s Risk or Installation Floater insurance with a limit of not less than the total cost of the Alterations, in such form and including such terms, conditions and deductibles as are acceptable to Landlord in its sole but reasonable discretion, covering the construction of such work. Alterations, and (d2) All contractors and subcontractors performing cause all or any portion of such work shall be subject Tenant’s Contractors to Landlord's prior written approval. agree, in their construction contracts with Tenant, to meet all of the insurance requirements applicable to Tenant pursuant to Article 18 (e) including providing the certificates of insurance required thereunder). For Alterations other than Cosmetic Alterations performed after the initial Tenant Improvements, Tenant shall pay to Landlord a percentage of the cost of the Alterations (such percentage, which shall vary depending upon whether or not Tenant orders the work directly from Landlord, to be established by Landlord on a uniform basis for the Project; however, in no event shall such percentage exceed five percent (5%)), sufficient to compensate Landlord for all bills for labor overhead, general conditions, fees and materials which might be other costs and expenses arising from Landlord’s supervision of or involvement with the foundation for assertion Alterations. For Alterations estimated to cost in excess of $250,000, Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord such security as reasonably determined by Landlord to protect Landlord against any liability in connection with the Alterations, including but not limited to a lien and completion bond naming Landlord as a co-obligee (however, Landlord and Tenant agree that the provisions of this sentence shall not apply to the initial Tenant Improvements, such that Tenant shall have no obligation to provide any security (other than the Excess Costs Deposit, if applicable) in connection with the initial Tenant Improvements). Promptly after completion of any claim or any mechanics' or materialmen's lien or Alterations (other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) than Cosmetic Alterations), Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations “as-built” plans and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense specifications (including reasonable attorneys' feesall working drawings) arising out offor the Alterations. Landlord shall have the right to inspect the construction of the Alterations; however, Landlord’s failure to inspect any portion of the Alterations shall in no event constitute a waiver of any of Landlord’s rights under this Article 11, nor shall Landlord’s inspection of any portion of the Alterations constitute Landlord’s approval thereof. If, as a result of Landlord’s inspection, Landlord disapproves of any portion of the construction of the Alterations, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. In the event Landlord disapproves of any matter that might adversely affect any Building System, the structure or incurred by exterior appearance of any Building or any other tenant, Landlord in connection with may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such matter, including, without limitation, causing the cessation of the applicable work.

Construction Requirements. All leasehold improvementsAny and all alterations, alterations and additions additions, or improvements made by Tenant under this Section 9 shall be done designed by a competent licensed architect or structural engineer and shall be made under the supervision of such architect or engineer by financially sound, bondable contractors of good reputation in accordance with each of the following requirements unless specifically waived plans and specifications approved in writing by Landlord hereunder before commencement of any work. Landlord may require in writing: (a) Such work connection with its consent to any alterations, additions, or improvements hereunder, that any contractor, or major subcontractors, provide payment and completion bonds in such amounts and with sureties acceptable to Landlord. All alterations, additions, and improvements made by Tenant hereunder shall be constructed and timely completed performed in a good and workmanlike manner at Tenant's sole expense and at Tenant's riskmanner, diligently prosecuted to completion, and using new materials. Tenant shall be done in such a manner as not to cause or create a dangerous or hazardous condition or interfere with the use and enjoyment of other space in the Building by other tenants, and so as not to interfere with the work then being done by notify Landlord or other tenants of the Building. at least twenty (b20) Such work shall not adversely affect the structure or strength of the Building or the mechanical, electrical, plumbing or safety facilities or other operations of the Premises or Building. (c) Such work will be performed substantially in accordance with the plans and specifications submitted to Landlord by Tenant and approved by Landlord within fifteen (15) business days prior to commencement of any work, alteration, addition, or improvement hereunder so that Landlord may post, file, and/or record any notice of non-responsibility or other notice required under applicable mechanic's lien laws. Upon completion of any work hereunder, Tenant shall record in the Office of the Recorder of Deeds for Washington County, Oregon a notice of completion or any other notice required or permitted by applicable mechanic's lien law to commence the running of, or terminate, any period for the filing of liens or claims, and shall deliver to Landlord as-built drawings of such work. (d) All contractors alteration, addition or improvement, any certificate of occupancy or other equivalent evidence of completion of such work in accordance with the requirements of applicable law and subcontractors performing evidence that Landlord has been named an additional beneficiary under any and all warranties provided by any contractor of Tenant for any alteration, addition or improvement to the Building, including Tenant's Work. Tenant shall perform or cause performance of all work hereunder in accordance with such rules and regulations as Landlord may from time to time prescribe with respect thereto, and in such manner so as not to obstruct or interfere with access to the Premises of any other tenant or owner of the Shopping Center, the business of any such tenant or owner conducted therein, or any portion of such the Common Area. Prior to commencing any work shall be subject to Landlord's prior written approval. (e) Tenant shall pay all bills for labor and materials which might be the foundation for assertion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoinghereunder, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered supply to Landlord at lease five (5) business days prior to commencement of evidence that its contractor or contractors have procured such work. Such policies shall name insurance as Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense (including reasonable attorneys' fees) arising out of, as a result of or incurred by Landlord may prescribe in connection with such work.

Construction Requirements. All leasehold improvements, alterations (i) Sublandlord’s General Conditions for Subtenant’s Agents and additions made by Tenant shall be done in accordance with each Subtenant Initial Improvement Work. Construction of the following requirements unless specifically waived by Landlord in writing: Subtenant Initial Improvements shall comply with the following: (aA) Such work the Subtenant Initial Improvements shall be constructed and timely completed in a good and workmanlike manner at Tenant's sole expense and at Tenant's risk, and shall be done in such a manner as not to cause or create a dangerous or hazardous condition or interfere with the use and enjoyment of other space in the Building by other tenants, and so as not to interfere with the work then being done by Landlord or other tenants of the Building. (b) Such work shall not adversely affect the structure or strength of the Building or the mechanical, electrical, plumbing or safety facilities or other operations of the Premises or Building. (c) Such work will be performed substantially in strict accordance with the plans Approved Working Drawings and specifications submitted to Landlord by Tenant and approved by Landlord within fifteen Sublandlord’s (15) business days prior to commencement of such work. (d) All contractors and subcontractors performing all or any portion of such work shall be subject to Landlord's prior written approval. (e) Tenant shall pay all bills for labor and materials which might be the foundation for assertion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, ’s) construction guidelines; (B) Subtenant’s Agents shall deliver to Landlord copies submit schedules of all governmental permitswork relating to the Subtenant Initial Improvements to Sublandlord and Sublandlord shall, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease within five (5) business days prior Business Days of receipt thereof, inform Subtenant’s Agents of any changes which are necessary thereto, and Subtenant’s Agents shall adhere to commencement such corrected schedule; and (C) Subtenant shall abide by all rules made by Sublandlord and Landlord’s Building manager with respect to the use of such work. Such policies shall name Landlord as an additional insured freight, loading dock and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defendservice elevators, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense required shutdown of utilities (including reasonable attorneys' fees) arising out oflife-safety systems), as a result storage of or incurred by Landlord materials, coordination with other contractors working in any portion of the Complex, and any other matter in connection with this Work Agreement, including, without limitation, the construction of the Subtenant Initial Improvements. Subtenant shall a fee to Sublandlord for Sublandlord’s design review, processing of Payment Requests, coordination of the Subtenant Initial Improvements with Landlord, and general oversight (the “Management Fee”) with respect to each portion of the Subtenant Initial Improvements in an amount equal to: (A) with respect to the 11th Floor and 12th Floor Subleased Premises, $161,484.00 (i.e., two percent (2%) of the 11th and 12th Floor Allowance); and (B) with respect to the 10th Floor Subleased Premises, $48,445.20 (i.e., two percent (2%) of the 10th Floor Allowance); and said Management Fee shall be deducted from the applicable portion of the Allowance on a prorata basis with each disbursement of such workportion of the Allowance.

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant Alterations shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work performed under a valid permit when required, a copy of which shall be constructed and timely completed furnished to Landlord before commencement of construction, (b) performed in a good and workmanlike manner at using only new, first class materials and Tenant shall obtain contractors’ warranties against defects in materials and workmanship; (c) performed in compliance with all applicable Laws, all applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters), the National Electrical Code, manufacturer’s specifications and Landlord’s construction rules and regulations attached hereto as Exhibit E-2 (the “Construction Rules”); (d) performed by Tenant's sole expense and at Tenant's risk, and shall be done in such a manner ’s Contractors that are approved by Landlord; (e) performed so as not to cause or create a dangerous any jurisdictional or hazardous condition or interfere with the other labor disputes, including, without limitation, use and enjoyment of other space union labor if required by Landlord; (f) performed in the Building by other tenants, and so such manner as not to interfere with obstruct access to the work then being done Project or the Common Areas or the conduct of business by Landlord or other tenants of in the Building. Project and coordinated with any other work in the Project by Landlord or its tenants in order to minimize interference with such work; and (bg) Such work shall not adversely affect the structure diligently prosecuted to completion. Tenant agrees to (1) carry (or strength of the Building or the mechanical, electrical, plumbing or safety facilities or other operations of the Premises or Building. (ccause its general contractor to carry) Such work will be performed substantially “Builder’s All Risk” insurance in accordance with the plans and specifications submitted to Landlord by Tenant and an amount approved by Landlord within fifteen (15) business days prior to commencement covering the construction of such work. Alterations, and (d2) All contractors and subcontractors performing cause all or any portion of such work shall be subject Tenant’s Contractors to Landlord's prior written approval. agree, in their construction contracts with Tenant, to meet all of the insurance requirements applicable to Tenant pursuant to Article 18 (e) including providing the certificates of insurance required thereunder). Tenant shall pay to Landlord a percentage of the cost of the Alterations if Tenant contracts directly with Landlord for the construction of the Alterations. The percentage amount will be established by mutual agreement based on what is commercially reasonable for the amount of the Alterations for the Project, which is sufficient to compensate Landlord for all bills for labor overhead, general conditions, fees and materials which might be other costs and expenses arising from Landlord’s supervision of or involvement with the foundation for assertion Alterations. Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord such security as reasonably determined by Landlord to protect Landlord against any liability in connection with the Alterations, including but not limited to a lien and completion bond naming Landlord as a co-obligee. Promptly after completion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Alterations, Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations “as-built” plans and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense specifications (including reasonable attorneys' feesall working drawings) arising out offor the Alterations. Landlord shall have the right to inspect the construction of the Alterations; however, Landlord’s failure to inspect any portion of the Alterations shall in no event constitute a waiver of any of Landlord’s rights under this Article 11, nor shall Landlord’s inspection of any portion of the Alterations constitute Landlord’s approval thereof If, as a result of Landlord’s inspection, Landlord disapproves of any portion of the construction of the Alterations, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. In the event Landlord disapproves of any matter that might adversely affect any Building System, the structure or incurred by exterior appearance of the Building or any other tenant, Landlord in connection with may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such matter, including, without limitation, causing the cessation of the applicable work.

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant Alterations shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work performed under a valid permit when required, a copy of which shall be constructed and timely completed furnished to Landlord before commencement of construction, (b) performed in a good and workmanlike manner using only new, first class materials and Tenant shall obtain contractors’ warranties for a period of at Tenant's sole expense least one (1) year against defects in materials and at Tenant's riskworkmanship; (c) performed in compliance with all applicable Laws, all applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters), the National Electrical Code, manufacturer’s specifications and shall be done in such a manner Landlord’s construction rules and regulations attached hereto as Exhibit E-2 (the “Construction Rules”); (d) performed so as not to cause or create a dangerous any jurisdictional or hazardous condition or interfere with the use and enjoyment of other space labor disputes; (e) performed in the Building by other tenants, and so such manner as not to interfere with obstruct access to the work then being done Project or the Common Areas or the conduct of business by Landlord or other tenants of in the Building. Project and coordinated with any other work in the Project by Landlord or its tenants in order to minimize interference with such work; (bf) Such work shall diligently prosecuted to completion; (g) if applicable, performed in a manner that will not adversely affect the structure Building’s and or strength of the Building or the mechanicalProject’s “LEED” certification, electrical, plumbing or safety facilities Energy Star rating or other operations of “green agency” rating, and (i) performed (A) in compliance with USGBC indoor air quality standards and waste management specifications, and (B) if to the Premises or Building. (c) Such work will be performed substantially in accordance extent applicable, utilizing plumbing fixtures that comply with the plans EPA’s “Water Sense” program and specifications submitted to Landlord Energy Star compliant equipment, and (h) performed by Tenant and Tenant’s Contractors that are approved by Landlord and, at Landlord’s election, Landlord shall have the right to have at least one (1) additional contractor selected by Landlord (“Landlord’s Contractors”), submit a bid for the Alterations and Landlord shall notify Tenant of any Landlord’s Contractors it elects to have submit a bid for the Alterations at the time Landlord approves Tenant’s Contractors. If Landlord elects to have any Landlord’s Contractors submit a bid for the Alterations, then promptly after Tenant receives all bids, and based upon the bids submitted by Tenant’s Contractors and Landlord’s Contractor(s), Tenant shall notify Landlord in writing of its recommendation for the contractor to perform the Alterations, which notice shall include copies of all bids (the “Bid Package”). If Tenant’s recommendation for a contractor for the Alterations is not a Landlord’s Contractor, then within fifteen five (155) business Business Days after Landlord’s receipt of the Bid Package, Landlord shall either (A) allow Tenant to use its recommended contractor for the Alterations, or (B) require Tenant to use a Landlord’s Contractor for the Alterations. If Landlord elects to proceed under subsection (B) and the bid of the required Landlord’s Contractor (excluding costs incurred for any change orders) for the Alterations exceeds one hundred ten percent (110%) of the bid of Tenant’s recommended contractor for the Alterations, then Landlord shall reimburse Tenant for the cost of the work performed by Landlord’s Contractor in excess of one hundred ten percent (110%) of the bid of Tenant’s recommended contractor within thirty (30) days prior of Tenant’s completion of the Alterations and Landlord’s receipt of unconditional lien releases therefor. Tenant agrees to commencement (1) carry (or cause its general contractor to carry) Causes of Loss-Special Form Builder’s Risk or Installation Floater insurance with a limit of not less than the total cost of the Alterations, in such form and including such terms, conditions and deductibles as are acceptable to Landlord in its sole but reasonable discretion, covering the construction of such work. Alterations, and (d2) All contractors and subcontractors performing cause all or any portion of such work shall be subject Tenant’s Contractors to Landlord's prior written approval. agree, in their construction contracts with Tenant, to meet all of the insurance requirements applicable to Tenant pursuant to Article 18 (e) including providing the certificates of insurance required thereunder). Tenant shall pay to Landlord a percentage of the cost of the Alterations (such percentage, which shall vary depending upon whether or not Tenant orders the work directly from Landlord, to be established by Landlord on a uniform basis for the Project) sufficient to compensate Landlord for all bills overhead, general conditions, fees and other costs and expenses arising from Landlord’s supervision of or involvement with the Alterations. Additionally, Tenant shall engage the services of an on-site project manager reasonably acceptable to Landlord, who shall perform daily supervision of the Alterations and who shall be familiar with Landlord’s construction procedures for labor the Project (including the Rules and materials which might be Regulations and the foundation for assertion Construction Rules). Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord such security as reasonably determined by Landlord to protect Landlord against any liability in connection with the Alterations, including but not limited to a lien and completion bond naming Landlord as a co-obligee. Promptly after completion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Alterations, Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations “as-built” plans and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense specifications (including reasonable attorneys' feesall working drawings) arising out offor the Alterations. Landlord shall have the right to inspect the construction of the Alterations; however, Landlord’s failure to inspect any portion of the Alterations shall in no event constitute a waiver of any of Landlord’s rights under this Article 11, nor shall Landlord’s inspection of any portion of the Alterations constitute Landlord’s approval thereof. If, as a result of Landlord’s inspection, Landlord disapproves of any portion of the construction of the Alterations, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. In the event Landlord disapproves of any matter that might adversely affect any Building System, the structure or incurred by exterior appearance of the Building or any other tenant, Landlord in connection with may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such matter, including, without limitation, causing the cessation of the applicable work.

Construction Requirements. All leasehold improvementsAlterations will be performed by a contractor approved by Landlord, alterations and additions made by Tenant shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work shall be constructed and timely completed in a good and workmanlike manner at Tenant's sole expense and at Tenant's riskotherwise performed and constructed in compliance with all Laws (including obtaining all necessary permits therefor), and shall Landlord’s construction rules and regulations attached hereto as Exhibit E-2 (the “Construction Rules”). Any Alterations will be done in such a manner performed so as not to cause or create a dangerous any jurisdictional or hazardous condition or interfere with the use other labor disputes and enjoyment of other space will be performed in the Building by other tenants, and so such manner as not to interfere with obstruct access to the work then being done Project or the Common Areas or the conduct of business by Landlord or other tenants of in the Building. (b) Such Project and coordinated with any other work shall not adversely affect in the structure or strength of the Building or the mechanical, electrical, plumbing or safety facilities or other operations of the Premises or Building. (c) Such work will be performed substantially in accordance with the plans and specifications submitted to Landlord by Tenant and approved Project by Landlord within fifteen (15) business days prior or its tenants in order to commencement of such work. (d) All contractors and subcontractors performing all or any portion of such work shall be subject to Landlord's prior written approval. (e) Tenant shall pay all bills for labor and materials which might be the foundation for assertion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance minimize interference with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Tenant agrees to (1) carry (or cause its general contractor to carry) Causes of Loss-Special Form Builder’s Risk or Installation Floater insurance with a limit of not less than the total cost of the Alterations, in such form and including such terms, conditions and deductibles as are acceptable to Landlord as an additional insured in its sole but reasonable discretion, covering the construction of such Alterations, and provide that each such policy shall not be canceled (2) cause all of Tenant’s contractors, subcontractors, suppliers, laborers and other third parties providing work or materially modified without thirty (30) days' prior written notice services in the Project on behalf of Tenant to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all carry the commercial general liability, loss, damage worker’s compensation and expense automobile insurance Tenant is required to carry under Article 17 and to comply with the requirements of Article 17 applicable to such insurance (including reasonable attorneys' fees) arising out of, naming Landlord and the other required parties as a result additional insureds under the commercial general liability policy and providing the required certificates of or insurance). Tenant will reimburse Landlord all of the costs and expenses incurred by Landlord in connection with the review and administration cost of any Alterations and, in the event Landlord oversees the construction of the Alterations, a supervision fee in the amount of five percent (5%) of the cost of the Alterations. Promptly after completion of any Alterations that change the floor plan of the Premises, Tenant will deliver to Landlord “as-built” plans and specifications for the Alterations. Upon completion of the Alterations, Tenant will furnish Landlord with full and final unconditional waiver of liens and contractors’ affidavits and sworn statements, in such workform as may be required by Landlord, Landlord’s title insurance company and any Mortgagee, from all parties performing labor or supplying materials or services in connection with the Alterations showing that all of said parties have been compensated in full, and do not retain any right to file any lien, and waive any and all lien rights. Tenant will give Landlord not less than fifteen (15) days prior written notice before commencing any work for which a claim or lien may be filed.

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work Tenant agrees that the entry into the Demised Premises by Tenant and its contractors shall be constructed deemed to be under all of the terms, covenants, conditions and timely completed provisions of the Lease except as to the covenant to pay Rent, and Tenant further agrees that in a good connection therewith Landlord shall not be liable in any way for any injury, loss or damage which may occur to any of Tenant's Work or installations made in the Demised Premises or to property placed therein before the Rent Commencement Date for Bldg. B. and workmanlike manner thereafter, the same being at Tenant's sole expense risk. In addition, Tenant shall require all entities performing work on behalf of Tenant to provide protection for existing improvements to an extent that is satisfactory to Landlord and shall allow Landlord access to the Demised Premises, for inspection purposes, at all times during the period when Tenant is undertaking construction activities therein. If any entity performing work on behalf of Tenant causes any injury to any person or any damage to the Demised Premises, (including the Landlord's Work), any other property of Landlord or any other person, then Tenant agrees to indemnify, defend and hold Landlord harmless from any loss, damage or injury suffered in connection with any such damage or injury. Further, Tenant shall cause such damage to be repaired at Tenant's risk, expense and shall be done in such a manner as not if Tenant fails to cause such damage to be repaired promptly upon Landlord's demand therefor, Landlord may in addition to any other rights or create a dangerous remedies available to Landlord under this Lease or hazardous condition at law or interfere with equity cause such damage to be repaired, in which event Tenant shall promptly upon Landlord's demand pay to Landlord the use and enjoyment cost of other space in the Building by other tenants, and so as not to interfere with the work then being done by Landlord or other tenants of the Buildingsuch repairs. (b) Such work During the performance of Tenant's Work including Tenant's fixturing, Tenant shall provide trash removal service from a location designated by Landlord. Tenant shall be responsible for breaking down boxes and placing trash in containers at such designated location. Tenant shall accumulate its trash in containers supplied by Tenant and Tenant shall not adversely affect permit trash to accumulate within or about the structure Demised Premises or strength in the corridors or public areas adjacent to the Demised Premises. Tenant shall cause each entity employed by it to perform work on the Demised Premises to abide by the provisions of this Exhibit as to the storage of trash and shall require each such entity to perform its work in a way that dust or dirt is contained entirely within the Demised Premises and not within any other portion of the Building or and shall cause Tenant's contractors to leave the mechanicalDemised Premises in broom clean condition at the end of each day. Should Landlord deem it necessary to remove Tenant's trash because of accumulation, electrical, plumbing or safety facilities or other operations of the Premises or BuildingTenant shall pay to Landlord an additional reasonable charge for such removal on a time and material basis. The cost to Tenant for Landlord removing such trash will be based on reasonable and competitive cost which Tenant could have secured independently had Landlord not provided such service. (c) Such Tenant agrees that all services and work will performed on the Demised Premises by, on behalf of, or for the account of Tenant, including installation of telephones, carpeting, materials and personal property delivered to the Demised Premises shall be performed substantially done in accordance with the plans and specifications submitted to Landlord by Tenant and approved by Landlord within fifteen (15) business days prior to commencement a first-class workmanlike manner using only good grades of such workmaterial. (d) All Tenant and Landlord each agree to protect, indemnify, defend and hold the other and its agents, partners, contractors, and employees harmless from and against any and all losses, damages, liabilities, claims, liens, costs and expenses, including reasonable attorneys' fees, of whatever nature including those to the person and property of the other, its employees, agents, invitees, licensees and others arising out of or in connection with the activities of the other or its contractors in or about the Demised Premises or Bldg. B, and subcontractors performing all the cost of any repairs to the Demised Premises or any portion the Bldg. B necessitated by activities of such work shall be subject to Landlord's prior written approvalthe other or its contractors. (e) Tenant shall secure, pay all bills for labor for, and materials maintain during the continuance of its work within the Demised Premises, policies of insurance with such coverages and such amounts as Landlord may reasonably require, which might be the foundation for assertion of any claim or any mechanics' or materialmen's lien or other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby policies shall be made endorsed to include Landlord and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations its contractor and orders their respective employees and agents and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord mortgagees as an additional insured parties and which shall provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice of any alteration or termination of coverage, in such amounts and insuring such risks as Landlord may require. Tenant shall not permit Tenant's contractors to commence any work until all required insurance has been obtained by Tenant and certificates evidencing such coverage have been delivered to Landlord. (gf) Tenant Tenant's agents, subcontractors and vendors shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense (including reasonable attorneys' fees) arising out of, as a result of or incurred be required to conform with the "Contractor & Vendor Guidelines" to be agreed upon by Landlord in connection with such workand Tenant.

Construction Requirements. All leasehold improvementsSubject to the other provisions hereof, alterations any Alterations installed by Tenant, its contractor or agents at any time subsequent to the Commencement Date, and additions made including, without limitation, any construction performed by Tenant Tenant, shall be done only in accordance compliance with each of the following requirements unless specifically waived by Landlord in writingfollowing: (a) Such No such work shall be constructed proceed without Landlord’s prior written approval of: (i) Tenant’s contractor and timely completed in a good Tenant’s architect or space planner; (ii) certificates of insurance; (iii) detailed plans and workmanlike manner at Tenant's sole expense specifications for such work; performance and at Tenant's risk, labor and shall be done in such a manner as not to cause or create a dangerous or hazardous condition or interfere with the use materials payment bonds; and enjoyment of other space in the Building by other tenants, and so as not to interfere with the work then being done by Landlord or other tenants of the Building(v) all governmental permits. (b) Such Any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not satisfactory to Landlord, shall not adversely affect the structure or strength of the Building or the mechanicalbe promptly replaced at Tenant’s expense. Notwithstanding any failure by Landlord to object to any such work, electrical, plumbing or safety facilities or other operations of the Premises or BuildingLandlord shall have no responsibility therefor. (c) Such All work will be performed substantially in accordance with the plans and specifications submitted to Landlord by Tenant and approved by Landlord within fifteen (15) business days prior to commencement of such workor its contractors shall be scheduled through Landlord. (d) All contractors and subcontractors performing all Tenant shall promptly reimburse Landlord for any extra expense incurred by Landlord by reason of faulty work done by Tenant or any portion its contractors, or by reason of such work shall be subject to Landlord's prior written approvalinadequate cleanup. (e) Tenant or any contractor of Tenant shall pay all bills for not use non-union labor and materials which might be if such use would result in any unreasonable or unusual interference with or disturbance of the foundation for assertion operations of Landlord or Landlord’s labor relationships. Neither Tenant nor any contractor of Tenant shall use non-union labor if such use would constitute a violation of any claim or any mechanics' or materialmen's lien applicable master or other encumbrance upon labor agreement which is or becomes binding or applicable to Landlord now or in the future. Tenant shall assume the risk of any interest strikes or labor disturbances arising out of the Landlord in use of non-union labor, and any delays arising out of such strikes or disturbances shall not excuse or postpone the Building time for any performance or obligation of Tenant under this Lease or related land and improvementsagreements, notwithstanding the applicability of any force majeure clause or other provision contained in this Lease or related agreements. (f) If required for either or both Buildings’ safety in Landlord’s discretionary judgment, all x-ray, laser, other medical equipment, data processing, photocopying, copying, and other special electrical equipment shall have a separate duplex outlet and shall be installed only under the supervision of Landlord or its electrical contractor. Tenant shall ensure all improvements, alterations pay any additional costs on account of any increased support to the floor load necessary therefor or for any other equipment or improvements which Landlord reasonably deems necessary for the proper and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement safe installation of any such work, shall deliver to Landlord copies of all governmental permits, authorizations and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlordequipment. (g) Before the commencement of any construction by Tenant in, on or around the Premises or the Buildings, Tenant or its contractors shall give advance written notice thereof to Landlord or its agent sufficient for Landlord’s preparation, posting and recordation of an appropriate notice of non-responsibility as provided in California Civil Code § 3094 or any related, successor or similar provision of law. Within ten (10) days after completion of any work in, to or about the Premises or the Buildings, Tenant or its contractor shall file for record in the Office of the Los Angeles County Recorder a notice of completion as permitted by law. (h) Tenant acknowledges that Landlord’s approval of Tenant’s plans and specifications for any work to be performed in or to the Premises (including, without limitation, any mechanical, electrical, architectural or structural Alterations) shall not constitute a representation or warranty by Landlord as to the adequacy of such plans and specifications respecting Tenant’s intended use of the Premises (including, without limitation, electrical energy conservation) or as to the compliance of such plans and specifications (or the work performed pursuant thereto) with the laws, regulations and ordinances of any governmental authority or agency having or exercising jurisdiction over such work. Landlord expressly disclaims any liability or responsibility for such plans and specifications and the work performed pursuant thereto and Tenant expressly agrees that Landlord shall not be responsible therefor, and Tenant shall defend, indemnify and hold Landlord harmless from any damage or injuries (including, without limitation, reasonable attorneys’ fees) resulting from errors or omissions in such plans and against any specifications. (i) Upon completion of such work, Tenant shall deliver to Landlord a set of as-built drawings and all liability, loss, damage and expense CADD work (including reasonable attorneys' feeson disks) arising out of, as a result of or incurred by Landlord in connection with such relating to the work.

Construction Requirements. All leasehold improvements, alterations and additions made by Tenant Alterations shall be done in accordance with each of the following requirements unless specifically waived by Landlord in writing: (a) Such work performed under a valid permit when required, a copy of which shall be constructed and timely completed furnished to Landlord before commencement of construction, (b) performed in a good and workmanlike manner using only new, first class materials and Tenant shall obtain contractors’ warranties for a period of at Tenant's sole expense least one (1) year against defects in materials and at Tenant's riskworkmanship; (c) performed in compliance with all applicable Laws, all applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters), the National Electrical Code, manufacturer’s specifications and shall be done Landlord’s construction rules and regulations attached hereto as Exhibit E-2 (the “Construction Rules”); (d) intentionally omitted; (e) performed in such a manner as not to cause unreasonably obstruct access to the Project or create a dangerous the Common Areas or hazardous condition or interfere with the use and enjoyment conduct of other space in the Building by other tenants, and so as not to interfere with the work then being done business by Landlord or other tenants of in the Building. Project and coordinated with any other work in the Project by Landlord or its tenants in order to minimize interference with such work; (bf) Such work shall diligently prosecuted to completion; (g) if applicable, performed in a manner that will not adversely affect the structure Building’s and or strength of the Building or the mechanicalProject’s “LEED” certification, electrical, plumbing or safety facilities Energy Star rating or other operations of “green agency” rating, and (i) performed (A) in compliance with USGBC indoor air quality standards and waste management specifications, and (B) if to the Premises or Building. (c) Such work will be performed substantially in accordance extent applicable, utilizing plumbing fixtures that comply with the plans EPA’s “Water Sense” program and specifications submitted Energy Star compliant equipment, and (h) as to Landlord Alterations other than Cosmetic Alterations, performed by Tenant and Tenant’s Contractors that are approved by Landlord and, at Landlord’s election, Landlord shall have the right to have at least one (1) additional contractor selected by Landlord (“Landlord’s Contractors”), submit a bid for the Alterations (other than Alterations that involve the installation of Tenant’s specialty equipment) and Landlord shall notify Tenant of any Landlord’s Contractors it elects to have submit a bid for the Alterations at the time Landlord approves Tenant’s Contractors. If Landlord elects to have any Landlord’s Contractors submit a bid for the Alterations, then promptly after Tenant receives all bids, and based upon the bids submitted by Tenant’s Contractors and Landlord’s Contractor(s), Tenant shall notify Landlord in writing of its recommendation for the contractor to perform the Alterations, which notice shall include copies of all bids (the “Bid Package”). If Tenant’s recommendation for a contractor for the Alterations is not a Landlord’s Contractor, then within fifteen five (155) business Business Days after Landlord’s receipt of the Bid Package, Landlord shall either (A) allow Tenant to use its recommended contractor for the Alterations, or (B) require Tenant to use a Landlord’s Contractor for the Alterations. If Landlord elects to proceed under subsection (B) and the bid of the required Landlord’s Contractor for the Alterations exceeds one hundred percent (100%) of the bid of Tenant’s recommended contractor for the Alterations, then Landlord shall reimburse Tenant for the cost of the work performed by Landlord’s Contractor (excluding costs incurred for any change orders) in excess of one hundred percent (100%) of the bid of Tenant’s recommended contractor within thirty (30) days prior of Tenant’s completion of the Alterations and Landlord’s receipt of unconditional lien releases therefor. Tenant agrees to commencement (1) carry (or cause its general contractor to carry) Causes of Loss-Special Form Builder’s Risk or Installation Floater insurance with a limit of not less than the total cost of the Alterations, in such form and including such terms, conditions and deductibles as are acceptable to Landlord in its sole but reasonable discretion, covering the construction of such work. Alterations, and (d2) All contractors and subcontractors performing cause all or any portion of such work shall be subject Tenant’s Contractors to Landlord's prior written approval. agree, in their construction contracts with Tenant, to meet all of the insurance requirements applicable to Tenant pursuant to Article 18 (e) including providing the certificates of insurance required thereunder). For Alterations other than Cosmetic Alterations performed after the initial Tenant Improvements, Tenant shall pay to Landlord a percentage of the cost of the Alterations (such percentage, which shall vary depending upon whether or not Tenant orders the work directly from Landlord, to be established by Landlord on a uniform basis for the Project; however, in no event shall such percentage exceed five percent (5%)), sufficient to compensate Landlord for all bills for labor overhead, general conditions, fees and materials which might be other costs and expenses arising from Landlord’s supervision of or involvement with the foundation for assertion Alterations. For Alterations estimated to cost in excess of $250,000, Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord such security as reasonably determined by Landlord to protect Landlord against any liability in connection with the Alterations, including but not limited to a lien and completion bond naming Landlord as a co-obligee (however, Landlord and Tenant agree that the provisions of this sentence shall not apply to the initial Tenant Improvements, such that Tenant shall have no obligation to provide any security (other than the Excess Costs Deposit, if applicable) in connection with the initial Tenant Improvements). Promptly after completion of any claim or any mechanics' or materialmen's lien or Alterations (other encumbrance upon any interest of the Landlord in the Building or related land and improvements. (f) than Cosmetic Alterations), Tenant shall ensure all improvements, alterations and additions which are made or necessitated thereby shall be made and performed in accordance with all applicable laws, ordinances, codes, covenants, rules, regulations and orders and Landlord's insurance requirements, and prior to commencement of such work, shall deliver to Landlord copies of all governmental permits, authorizations “as-built” plans and approvals required in connection therewith, including, but not limited to, all required building permits. Without limiting the foregoing, Tenant shall comply with all provisions of applicable law respecting worker's compensation and will carry and maintain, or cause to be carried and maintained by its contractors, builder's risk insurance, appropriate worker's compensation insurance and public liability and property damage insurance in form and amounts, issued by companies and with deductibles approved by Landlord. Certified copies of all such policies (or certificates thereof) and other evidence of financial responsibility shall be delivered to Landlord at lease five (5) business days prior to commencement of such work. Such policies shall name Landlord as an additional insured and provide that each such policy shall not be canceled or materially modified without thirty (30) days' prior written notice to Landlord. (g) Tenant shall defend, indemnify and hold Landlord harmless from and against any and all liability, loss, damage and expense specifications (including reasonable attorneys' feesall working drawings) arising out offor the Alterations. Landlord shall have the right to inspect the construction of the Alterations; however, Landlord’s failure to inspect any portion of the Alterations shall in no event constitute a waiver of any of Landlord’s rights under this Article 11, nor shall Landlord’s inspection of any portion of the Alterations constitute Landlord’s approval thereof. If, as a result of Landlord’s inspection, Landlord disapproves of any portion of the construction of the Alterations, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. In the event Landlord disapproves of any matter that might adversely affect any Building System, the structure or incurred by exterior appearance of the Building or any other tenant, Landlord in connection with may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such matter, including, without limitation, causing the cessation of the applicable work.