Common use of Contractors Clause in Contracts

Contractors. (a) The general contractor selected by Tenant (the “Contractor”) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in the Premises, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration.

Contractors. (a) The general contractor selected Major Subcontractors employed by Tenant (the “Contractor”) and any subcontractors thereof shall be (i) duly licensed in the state in which the Expansion Premises are located, and (ii) except as otherwise approved herein, subject to the approval of Landlord’s Representative's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. On or before ten (10) business days prior to the commencement of any construction activity in the applicable portion of the Expansion Premises, Tenant and Tenant's contractors shall obtain and provide Landlord’s Representative with certificates evidencing Workers' Compensation, public liability and property damage insurance in amounts and forms and with companies reasonably satisfactory to Landlord’s Representative. If Landlord’s Representative should disapprove such insurance, Landlord’s Representative shall specify to Tenant’s Representative the reasons for its disapproval within five (5) business days after delivery of such certificates. Tenant’s Contractor 's agreement with its contractors shall employ engineers require such contractors to provide daily clean up of the construction area to the extent such clean up is necessitated by the construction of Tenant Improvements, and subcontractors that are licensed to take reasonable steps to minimize interference with other tenants' use and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in occupancy of the Premises, all Building. Nothing contained herein shall make or constitute Tenant as the agent of whom shall be reasonably acceptable to Landlord. Tenant and Tenant's contractors shall pay all costs incurred directly comply with any other reasonable rules, regulations or indirectly by reason of requirements that Landlord’s Representative may impose. Notwithstanding anything to the contrary, Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval contractors shall not be unreasonably withheldcharged for the use of parking, utilities, elevators use or security costs. With respect to To the extent reasonably required by Tenant during construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such workImprovements, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled use commercially reasonable efforts to reasonably approve provide Tenant with space for a storage container, the exact location and size of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules reasonable approval and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Buildingdiscretion. Tenant shall cause its suppliers be responsible to ensure that the storage container satisfies all applicable laws. The storage container may only be used for temporarily storing building materials or equipment which will be incorporated into the Expansion Premises. All of the foregoing shall be maintained by Tenant in a neat and contractors to engage only labor that is harmonious orderly manner and compatible with shall not affect other labor working tenants in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the PremisesProject. Tenant shall require that be solely responsible for all contractors costs in connection with the foregoing and subcontractors, the same shall only be in place for a reasonable period of whatever tier, performing Construction Activities agree time as necessary to submit all construction jurisdictional disputes (i.e., disputes about which union is facilitate the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of ArbitrationTenant Improvements.

Contractors. (a) 4.1 The general contractor selected by Tenant Subtenant (the “Contractor”) shall be subject to the approval of Sublandlord and Landlord, which approval Sublandlord shall not be unreasonably withheldwithhold. TenantSubtenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in the Subleased Premises, all of whom are subject to the approval of Sublandlord and Landlord, which approval Sublandlord shall be reasonably acceptable to Landlordnot unreasonably withhold. Tenant Subtenant shall pay all costs incurred directly or indirectly by reason of TenantSubtenant’s selecting selection of a Contractor other than Landlord’s general contractorContractor, including, without limitation, Landlord’s reasonable any costs for supervision and inspection of the construction of the Tenant Initial Subtenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below)required by Sublandlord or Landlord. The form of construction contract entered into by Tenant Subtenant with its general contractor shall be subject to the reasonable approval of Sublandlord and Landlord, which approval Sublandlord shall not unreasonably withhold, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant Subtenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Sublandlord and Landlord, which approval Sublandlord shall not be unreasonably withheldwithhold. With respect to the construction of any Tenant Initial Subtenant Improvements which tie into Building or Master Lease Premises systems: (i) Tenant Subtenant shall provide Sublandlord and Landlord with written notice of all such work, and afford the Sublandlord and Landlord a reasonable opportunity to inspection inspect such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvementswork; (ii) Sublandlord and Landlord shall be entitled to reasonably approve of the Contractor, which approval Sublandlord shall not unreasonably withhold, and recommend contractors which the Landlord is each are familiar with, and who are familiar with the Master Lease Premises and the Building; and (iii) Tenant Subtenant shall solely be liable and responsible for any Building system damagedamage to the Master Lease Premises or the Building, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) 4.2 All persons employed by Tenant Subtenant shall be subject to Sublandlord’s and Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Master Lease Premises and/or the Building. Tenant Subtenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Master Lease Premises and the Building. In the event of any labor disturbance caused by persons employed by Tenant Subtenant or TenantSubtenant’s contractor, Tenant Subtenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing TenantSubtenant’s work hinders or delays any other work of improvement in the Building or the Master Lease Premises, or performs any work which may or does impair the quality, integrity or performance of any portion of the BuildingBuilding (including the Master Lease Premises), Tenant Subtenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to TenantSubtenant, and Tenant Subtenant shall reimburse Landlord Sublandlord or Landlord, as applicable, for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Subleased Premises. Tenant Subtenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F.set forth in the Master Lease. (c) 4.3 In addition to any other conditions contained herein with respect to Tenant Subtenant making any Tenant Initial Subtenant Improvements, before constructing commencing construction of any Tenant Initial Subtenant Improvements, Tenant Subtenant shall (a) deliver to Sublandlord and Landlord evidence satisfactory to Sublandlord and Landlord that Tenant Subtenant shall cause the Tenant construction of the Initial Subtenant Improvements (the “Construction Activities”) for which Subtenant Improvement Allowance will be used (as defined below) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Sublandlord and Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant Subtenant shall include the obligation to provide such evidence in each contract entered into by Tenant Subtenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sub-sublease, license, or occupancy agreement relating to all or any part of the Subleased Premises. Tenant Subtenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration.

Contractors. (a) The general contractor selected ‌ 3.20.1 Omnitrans and SCRRA shall follow their adopted FTA-compliant procurement policies and procedures in undertaking procurements subject to reimbursement by Tenant (SBCTA under this Contract. Omnitrans and SCRRA shall each bear their own costs of any procurement undertaken pursuant to policies and procedures rejected by the “Contractor”) State of California or the FTA. 3.20.2 Each agreement with a Contractor entered into after the Effective Date shall require the Contractor to be bound by and comply with the applicable terms and conditions of this Contract, as well as any other obligations that Omnitrans or SCRRA, respectively, may require, and shall provide that the other Parties to this Contract are indemnified parties and additional insureds under such Contractor agreements, and third-party beneficiaries as relates to the indemnification and insurance provisions. Copies of all contracts between Omnitrans or SCRRA and their respective Contractors shall be subject provided to the approval other Parties to this Contract promptly after execution of Landlordsuch contracts. Omnitrans shall remain solely responsible for any work for which it employs a Contractor, and neither SBCTA nor SCRRA shall have any obligation to such Contractors whatsoever. SCRRA shall remain solely responsible for any SCRRA Services for which approval it employs a Contractor, and neither SBCTA nor Omnitrans shall not be unreasonably withheldhave any obligation to such Contractors whatsoever. Tenant’s Contractor shall employ engineers All employees of Omnitrans Contractors and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in the Premises, all of whom SCRRA Contractors shall be reasonably acceptable to LandlordQualified for the jobs those individuals perform. Tenant Any such employee of an Omnitrans Contractor or SCRRA Contractor who is not Qualified shall pay all costs incurred directly or indirectly by reason of Tenantbe removed from the Redlands Passenger Rail Project Services. 3.20.3 Should SBCTA be dissatisfied with a Contractor’s selecting performance as a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection result of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant Contractor’s failure to comply with its general contractor contractual requirements, SBCTA shall so notify Omnitrans or SCRRA, as appropriate, and the Parties shall discuss remedies to the situation. Following these discussions, should the situation fail to be subject resolved to the reasonable approval satisfaction of LandlordSBCTA, and SBCTA shall be no less favorable than an AIA form of construction contract. Furthermorenotify the applicable Party, all architects and engineers selected by Tenant (the “Engineers” and “Architects”in writing, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence a written remedial action plan within thirty (30) days unless the involved Parties agree in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution writing to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitrationdifferent remedial action.

Contractors. (a) The general contractor selected Major Subcontractors employed by Tenant (the “Contractor”) and any subcontractors thereof shall be (i) duly licensed in the state in which the Premises are located, and (ii) except as otherwise approved herein, subject to the approval of Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured On or before ten (10) business days prior to perform all structural, mechanical, electrical, life-safety and plumbing work the commencement of any construction activity in the applicable portion of the Expansion Premises or any portion of the Original Office Premises, all of whom Tenant and Tenant's contractors shall be obtain and provide Landlord with certificates evidencing Workers' Compensation, public liability and property damage insurance in amounts and forms and with companies reasonably acceptable satisfactory to Landlord. If Landlord should disapprove such insurance, Landlord shall specify to Tenant the reasons for its disapproval within five (5) business days after delivery of such certificates. Tenant's agreement with its contractors shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection require such contractors to provide daily clean up of the construction area to the extent such clean up is necessitated by the construction of Tenant Improvements, and to take reasonable steps to minimize interference with other tenants' use and occupancy of the Building. Nothing contained herein shall make or constitute Tenant Improvements such costs are included in as the Coordination Fee (as defined in Section 6 below)agent of Landlord. The form of construction contract entered into by Tenant and Tenant's contractors shall comply with its general contractor shall be subject any other reasonable rules, regulations or requirements that Landlord may impose. Notwithstanding anything to the reasonable approval of Landlordcontrary, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval Tenant’s contractors shall not be unreasonably withheldcharged for the use of parking, utilities, elevators use or security costs. With respect to To the extent reasonably required by Tenant during construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such workImprovements, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled use commercially reasonable efforts to reasonably approve provide Tenant with space for a storage container, the exact location and size of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules reasonable approval and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Buildingdiscretion. Tenant shall cause its suppliers be responsible to ensure that the storage container satisfies all applicable laws. The storage container may only be used for temporarily storing building materials or equipment which will be incorporated into the Expansion Premises. All of the foregoing shall be maintained by Tenant in a neat and contractors to engage only labor that is harmonious orderly manner and compatible with shall not affect other labor working tenants in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the PremisesProject. Tenant shall require that be solely responsible for all contractors costs in connection with the foregoing and subcontractors, the same shall only be in place for a reasonable period of whatever tier, performing Construction Activities agree time as necessary to submit all construction jurisdictional disputes (i.e., disputes about which union is facilitate the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of ArbitrationTenant Improvements.

Contractors. (a) Contractors wishing to provide the service shall complete and submit a service level agreement to their Local Health Board. The service may only be provided following the receipt of written confirmation from the health board; Other than with the agreement of their Local Health Board, the contractor shall ensure that the service is only provided from an area of the pharmacy which is; distinct from the general public areas of the pharmacy; and an area where both the patient receiving the service and the approved service provider may talk at normal speaking volumes without being overheard by other visitors to the pharmacy. The contractor selected by Tenant (shall ensure that appropriate indemnity arrangements are in place for all staff providing the “Contractor”) service; All support staff shall be subject fully informed and suitably trained in relation to the approval of Landlord, which approval shall not be unreasonably withheld. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work their involvement in the Premises, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work service which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each provision of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premisesservice provided on behalf of an approved service provider, provided that they are competent and it is legal for them to do so. Tenant For the purpose of this agreement, staff shall require include any person or persons employed or engaged by the contractor, to provide any part of the service; The contractor shall have awareness of, and ensure the service is provided in accordance with any relevant nationally agreed standards; The contractor shall ensure that all contractors standards required by the General Pharmaceutical Council, so far as they relate to pharmacy owners and subcontractorssuperintendent pharmacists, are met; The contractor shall ensure that, prior to entering into any agreement to provide the service; they are satisfactorily complying with his or her obligation under Schedule 2 to the Pharmaceutical Services Regulations to provide pharmaceutical essential services and have a system of whatever tierclinical governance that is acceptable; The contractor shall have appropriate arrangements in pace to maintain service continuity and take all reasonable steps to ensure that patients are able to access the service in the event of unforeseen closure of the pharmacy; The contractor shall notify the relevant Local Health Board, performing Construction Activities agree prescribers, key workers and patients of circumstances which result in the temporary unavailability of the service for any period which would preclude patients from access to submit all construction jurisdictional disputes any supply due to them in that period; The contractor shall participate in any reasonable publicity of the availability of the service required by the Local Health Board and shall not publicise the availability of the service other than with the agreement of the Local Health Board; The contractor shall participate in any reasonable review of the service required by the Local Health Board including the reporting of any incidents to the Accountable Officer of the relevant Local Health Board; The contractor shall ensure that the service is provided by an approved service provider who: Meets the requirements of the HEIW Substance Misuse Enhanced Service Accreditation Framework; and Has a current certificate demonstrating compliance with 4.12.1; and Has their name included in the All Wales Pharmacy Database for the service. Registered pharmacists, pre-registration pharmacists and pharmacy technicians wishing to provide the service shall: Meet the requirements of the HEIW Substance Misuse Enhanced Service Accreditation Framework; and Have their name included in the All Wales Pharmacy Database for the service. The approved service provider shall supervise, in accordance with a valid prescription issued by a practitioner, the administration of medicinal products containing: Methadone; Buprenorphine (i.e.including in combination with naloxone). At the first dispensing for each patient the approved service provider shall check the client’s details and register the patient on the Patient Medication Record (PMR) system. The approved service provider will present the patient with an agreement form. The patient and pharmacy shall agree: The method of supervised dispensing (oral for methadone and sublingual for buprenorphine containing preparations); The approximate time at which the patient will in general present for collection; That methadone or buprenorphine shall not be dispensed if the patient has missed 3 or more consecutive days of treatment other than with the express agreement of the prescriber; That methadone or buprenorphine shall not be dispensed where the registered pharmacist or approved service provider has reason to suspect that the patient is intoxicated with either alcohol or drugs; That the patient shall attend alone during dispensing; That the patient shall not bring any food or drink into the pharmacy when presenting for supervised administration; That the registered pharmacist may discuss matters relevant to the patient’s medical history with their prescriber, disputes about which union where this is in the appropriate union best interests of the patient; The action that will be taken by the pharmacist and prescriber if the patient does not abide by the agreement; That neither methadone nor buprenorphine shall be dispensed to perform a given contractanyone other than the patient unless the patient’s prescriber has previously agreed and communicated in writing the name of the person authorised to collect the specific dose(s) to final the pharmacist. The approved service provider and binding arbitration through client shall both sign and date the procedures agreement form. The form will be retained by the pharmacy and a copy of the jointly administered “Plan for agreement should be made available to the Settlement of Jurisdictional Disputes in client; At each supervision dispensing the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by approved service provider shall: Confirm the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member identity of the National Academy patient; Transfer the patient’s methadone into a suitable receptacle and present this to the client; Supervise the administration of Arbitration.the methadone;

Contractors. (ai) The Tenant and Landlord agree that Xxxxxx Construction is a general contractor selected who is suitable to both Tenant and Landlord for Tenant's hiring for construction of the Tenant Improvements. Provided Tenant selects such entity as the general contractor for construction of the Tenant Improvements, the provisions of Paragraph 2.2(b)(ii) below shall have no force or effect. (ii) Promptly after approval by Landlord and Tenant (of the “Contractor”) Approved Tenant Improvements Plans, Tenant shall deliver to Landlord a list of general contractors who Tenant would like to construct the Tenant Improvements. Each such general contractor identified on said list shall be subject licensed to the approval of Landlord, which approval shall not be unreasonably withheld. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work do business in the PremisesState of California and County of Santa Xxxxx, all bonded (or bondable), and experienced in construction of whom shall be reasonably acceptable to Landlordinterior improvements in multistory office buildings. Tenant shall pay all costs incurred directly not obtain bids from or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs hire for supervision and inspection of the construction of the Tenant Improvements any general contractors on such costs are included in list who Landlord reasonably disapproves by delivery of notice thereof to Tenant within five (5) business days after receipt of such list by Landlord. Tenant shall obtain bids for the Coordination Fee (as defined in Section 6 below). The form fee and general conditions component of construction contract entered into of the Tenant Improvements from at least three general contractors on said list who have not been disapproved by Tenant with its general contractor shall be subject Landlord. After obtaining such bids and delivering a copy of each of such bids to the reasonable approval of Landlord, and Tenant shall be no less favorable than an AIA form select one of construction contract. Furthermore, all architects and engineers such general contractors to construct the Tenant Improvements. (iii) The contractor selected by Tenant to construct the Tenant Improvements shall herein be called the "General Contractor." Upon selection of the General Contractor, Tenant shall enter into a construction agreement with such general contractor for construction of the Tenant Improvements. Tenant shall deliver to Landlord a complete copy of such construction agreement, together with any amendments thereto, within five (5) days after executing any of the “Engineers” same. Subcontractors for the mechanical, electrical, and “Architects”, respectively) fire sprinkler systems shall be subject chosen by Tenant and the General Contractor without any requirement for competitive bidding. All other subcontractors for Tenant Improvements work costing in excess of Twenty Thousand Dollars ($20,000) for such line item of work shall be selected by the General Contractor based upon competitive bidding. Each subcontractor shall be licensed to do business in the approval State of Landlord, California and County of Santa Xxxxx. The construction contract with the General Contractor and all subcontracts shall provide for a retention from invoiced amounts of no less than 10% which approval retention shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice paid until completion of all work by such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impactedcontractor. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration.

Contractors. (a) The general contractor selected by Tenant (Contractors wishing to provide the “Contractor”) service shall be subject apply to the approval of Landlord, which approval shall not be unreasonably withheld. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work their Local Health Board in the Premisesformat required. Contractors, all of whom shall be reasonably acceptable who have previously registered to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting provide a Contractor other than Landlord’s general contractorSmoking Cessation Enhanced Service, includingwill not need to re-register provided they declare that they have read, without limitation, Landlord’s reasonable costs for supervision understood and inspection of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly will comply with the Conditions service specification by completion and submission of a revised SLA; The contractor shall ensure that appropriate indemnity arrangements are in place for Construction attached hereto as Exhibit F. (c) In addition registered pharmacists, registered pharmacy technicians and support staff providing the service; All support staff shall be fully informed and suitably trained in relation to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established their involvement in the area (the “Construction Labor Covenant”)service, (b) which may include the Construction Labor Covenant in each provision of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premisesservice provided on behalf of an approved service provider, if they are competent and it is legal for them to do so. Tenant For the purpose of this agreement, staff shall require include any person or persons employed or engaged by the contractor, to provide any part of the service; The contractor shall have awareness of, and ensure the service is provided in accordance with any relevant nationally or locally agreed standards; The contractor shall ensure that all contractors standards required by the General Pharmaceutical Council, so far as they relate to pharmacy owners and subcontractorssuperintendent pharmacists, are met; The contractor shall ensure that, prior to entering into any agreement to provide the service; they are satisfactorily complying with his or her obligation under Schedule 2 to the Pharmaceutical Services Regulations to provide pharmaceutical essential services and have a system of clinical governance that is acceptable; The contractor shall have appropriate arrangements in place to maintain service continuity and take all reasonable steps to ensure that patients are able to access this or equivalent services in the event of unforeseen closure of the pharmacy The contractor shall notify the relevant Local Health Board, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about circumstances which union is result in the appropriate union to perform a given contract) to final and binding arbitration through the procedures temporary unavailability of the jointly administered “Plan service for more than 14 calendar days; The contractor will participate in any reasonable publicity of the Settlement availability of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered service required by the American Arbitration Association (“AAA”) Local Health Board and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member shall only publicise the availability of the National Academy service using HMQ approved materials, unless otherwise agreed by the Local Health Board;; The contractor shall participate in any reasonable review of Arbitrationthe service required by the Local Health Board including the reporting of any incidents to the Medical Director of the relevant Local Health Board. Approved service providers shall have an awareness of relevant prescribing policies and guidance in use in each LHB area in which they provide the service so far as these relate to pharmacotherapy used to support people who wish to stop smoking; Approved service providers shall ensure that their practice complies with all relevant standards required by the General Pharmaceutical Council, so far as they relate to pharmacists and pharmacy technicians.

Contractors. (a) The general contractor selected Major Subcontractors employed by Tenant (the “Contractor”) and any subcontractors thereof shall be (i) duly licensed in the state in which the Premises are located, and (ii) except as otherwise approved herein, subject to the approval of Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured On or before ten (10) business days prior to perform all structural, mechanical, electrical, life-safety and plumbing work the commencement of any construction activity in the applicable portion of the Expansion Premises, all of whom Tenant and Tenant's contractors shall be obtain and provide Landlord with certificates evidencing Workers' Compensation, public liability and property damage insurance in amounts and forms and with companies reasonably acceptable satisfactory to Landlord. If Landlord should disapprove such insurance, Landlord shall specify to Tenant the reasons for its disapproval within five (5) business days after delivery of such certificates. Tenant's agreement with its contractors shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection require such contractors to provide daily clean up of the construction area to the extent such clean up is necessitated by the construction of Tenant Improvements, and to take reasonable steps to minimize interference with other tenants' use and occupancy of the Building. Nothing contained herein shall make or constitute Tenant Improvements such costs are included in as the Coordination Fee (as defined in Section 6 below)agent of Landlord. The form of construction contract entered into by Tenant and Tenant's contractors shall comply with its general contractor shall be subject any other reasonable rules, regulations or requirements that Landlord may impose. Notwithstanding anything to the reasonable approval of Landlordcontrary, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval Tenant’s contractors shall not be unreasonably withheldcharged for the use of parking, utilities, elevators use or security costs. With respect to To the extent reasonably required by Tenant during construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such workImprovements, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled use commercially reasonable efforts to reasonably approve provide Tenant with space for a storage container, the exact location and size of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules reasonable approval and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Buildingdiscretion. Tenant shall cause its suppliers be responsible to ensure that the storage container satisfies all applicable laws. The storage container may only be used for temporarily storing building materials or equipment which will be incorporated into the Expansion Premises. All of the foregoing shall be maintained by Tenant in a neat and contractors to engage only labor that is harmonious orderly manner and compatible with shall not affect other labor working tenants in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the PremisesProject. Tenant shall require that be solely responsible for all contractors costs in connection with the foregoing and subcontractors, the same shall only be in place for a reasonable period of whatever tier, performing Construction Activities agree time as necessary to submit all construction jurisdictional disputes (i.e., disputes about which union is facilitate the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of ArbitrationTenant Improvements.

Contractors. (a) The general contractor selected by Tenant (the “Contractor”) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in the Premises, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx wxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx wxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx wxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration.

Contractors. (a) The general contractor At such time as Landlord and Tenant have approved the Final Working Drawings and Specifications, Tenant shall request bids for the installation of the Tenant Work from three contractors selected by Tenant from Landlord’s list of approved contractors and Tenant shall select a contractor (the “Contractor”) from the bids received. Thereafter, Tenant shall submit to Landlord, for Landlord’s approval, Tenant’s construction contract with its Contractor. Such construction contract shall be subject consistent with the terms of this Work Letter Agreement. Within five (5) business days following the delivery of the construction contract, Landlord shall either approve such contract or deliver to Tenant written objections thereto. If Landlord disapproves the construction contract or any part thereof, then Landlord and Tenant shall negotiate in good faith to reach agreement as expeditiously as possible on such disapproved items and any necessary amendments to the approval of contract. Following Landlord’s approval, which approval Tenant shall not be unreasonably withheldamend or consent to the amendment of the construction contract without Landlord’s prior written approval. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured Prior to perform all structuralcommencement of construction of the Tenant Work, mechanical, electrical, life-safety and plumbing work in the Premises, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly submit to Landlord a list of subcontractors to be used by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection of in the construction of the Tenant Improvements Work. Any of the subcontractors on such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall list may be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide used unless Landlord with provides written notice of all Landlord’s reasonable disapproval (together with an explanation therefor) of one or more subcontractors to Tenant within ten (10) days after receipt of such worklist. Once the Final Working Drawings and Specifications are complete, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction architect and/or Contractor shall obtain a building permit from the City of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve El Segundo for the portion of the Contractor, Tenant Work to which such Final Working Drawings and recommend contractors which the Landlord is familiar with, and who Specifications are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Buildingapplicable. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant not commence construction or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion installation of the BuildingTenant Work until all necessary permits and approvals required for the construction and installation of the Tenant Work have been obtained and a copy of all such permits, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenantlicenses, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premisesapprovals has been provided to Landlord. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration3.

Contractors. (a) The general contractor selected Provided all insurance requirements are met by Tenant or Tenant’s Related Parties as described above, Tenant and Tenant’s Related Parties may enforce such requirements upon Contractors as they see fit, subject to any statutory requirements provided, and provided Landlord is indemnified in each contract, and named as an additional insured on each liability policy. and N.B.# ALT.# WAIVER OF DECLARATION OF ZONING LOT RESTRICTIONS AND CONSENT AND SUBORDINATION TO ZONING LOT DEVELOPMENT AND EASEMENT AGREEMENT AND CONSTRUCTION AND MAINTEANCE EASEMENT AGREEMENT AND RELEASE , having an address (“Lender”), being a "party in interest" as defined in Section 12-10(d) of the Zoning Resolution of the City of New York effective December 15,1961, as amended, with respect to the lands known as Tax Lot(s) in Block on the Tax Map of the City of New York, County of , and known as and by xxxxxx xxxxxxxxx , , Xxx Xxxx, as more particularly described in Exhibit "A" annexed hereto (the "Property"), does hereby (i) waive its right to execute a Declaration of Zoning Lot Restrictions (the "Declaration") between and , dated of even date and intended to be recorded simultaneously herewith, declaring that the Property and adjacent Tax Lots in Block _ are to be treated as one zoning lot (the “ContractorMerged Zoning Lot”), as more particularly described in Exhibit “B” annexed hereto, for the purposes of and in accordance with the provisions of the aforementioned Zoning Resolution and shall have the effect therein set forth, (ii) shall consent to (1) that certain Zoning Lot Development and Easement Agreement between _ and , dated of even date and intended to be subject recorded simultaneously herewith (the “ZLDA”), and (2) that certain between and , dated of even date and intended to be recorded simultaneously herewith (the “Easement”), relating to the approval above described tracts of Landlordland, which approval shall not be unreasonably withheld. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work (iii) subordinate its interest in the Premisesabove described tracts of land to the Declaration, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, the ZLDA (and the Easement- if any) (including, without limitation, Landlord’s reasonable costs for supervision all rights of as provided in the ZLDA (and inspection the Easement- if any)). Notwithstanding the foregoing, the undersigned hereby agrees to execute and deliver from time to time, within ten (10) days after request therefor, such further waivers, consents, subordinations and releases that may be required pursuant to the Zoning Resolution of the construction City of New York to effectuate the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below)intent of this instrument. The form of construction contract entered into by Tenant with its general contractor This instrument shall be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord run with written notice of all such work, the lands and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly buildings affected by this instrument and do not materially delay Tenant’s construction of Tenant’s Improvements; the undersigned's interest therein and (ii) Landlord shall be entitled to reasonably approve of binding upon the Contractorundersigned, and recommend contractors which the Landlord is familiar with, its successors and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impactedassigns. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration.

Contractors. Not to engage any contractor or xxxxxxx or otherwise incur any expenditure on the Landlord's behalf (aexcept in the case of an emergency and in such case the Tenant shall contact the Landlord’s Agent’s out of hours emergency number on 0844 858 8364 in the first instance) The general contractor selected by Tenant (without first obtaining the “Contractor”) shall be subject prior written consent of the Landlord or the Landlord's Agent. Where such consent is given to promptly forward to the approval of Landlord or the Landlord, which approval shall not be unreasonably withheld. Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in the Premises, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject 's Agent any invoice relating to the reasonable approval agreed works either for settlement by the Landlord if the cost is the Landlord's responsibility or for the Landlord's future information. Garden (if any) To keep any gardens included with the Premises clean and tidy and properly cultivated including regular cutting of grass and lawns and not to dig up, or cut down, any trees, shrubs, or bushes except with the Landlord, and shall be no less favorable than an AIA form of construction contract's or Landlord's Agent's prior written consent. Furthermore, all architects to keep the patio areas (if any), paths, garden areas, lawns, flower beds, shrubs or bushes and engineers selected by Tenant borders (if any) as tidy, weed free and cultivated, as at the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve commencement of the ContractorTenancy. Landlord's Insured Incidents (For the avoidance of doubt, the Tenant's belongings, furnishings or equipment within the Premises are his and recommend contractors which are not covered by any insurance policy maintained by the Landlord is familiar with, and who are familiar with the Building; and (iiiLandlord) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of loss or damage by fire, theft, attempted theft, impact or other causes to the Premises or its contents, to promptly inform the authorities as appropriate and the Landlord or the Landlord's Agent as soon as is practicable. Subsequently to provide, as soon as is practicable, full written details of the incident in order for the Landlord to assess whether to make a claim on any labor disturbance caused by persons employed by Tenant relevant insurance policy. Not Void Landlord's Insurance Not to deliberately do anything, and to take reasonable steps not to allow anything to be done which leads to devastation, harm or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx ruin of the premises or mechanic performing Tenant’s work hinders its contents or delays any other work of improvement in the Building or performs any work which may materially affect the terms and conditions of the Landlord's insurance policy or does impair may cause an increased premium to be paid by the quality, integrity or performance Landlord and to repay to the Landlord on demand any sum which is required to be paid as an increased premium which becomes necessary as a result of the Tenant's breach of this Clause. Uninsured Losses and Excess Undertake to repay to the Landlord all sums not payable by the Landlord's Insurers in respect of any portion damage or loss to the Premises or the Contents and any excess sum (the excess being up to a maximum of £100 per claim) payable under the Building, Tenant shall cause Landlord's insurance policy for each and any claim on the Landlord's policy in each case where such supplier, contractor, xxxxxxx or mechanic to leave damage is the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work result of any supplier, contractor, xxxxxxx action or mechanic performing any work in inaction on the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractorsTenant, or his guests in breach of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitrationthis Agreement.

Contractors. (a) The Tenant shall select one of E.X. Xxxx, HXXX or Dxxxx to act as the general contractor selected by for Tenant’s Work (“Contractor”), subject to the conditions and limitations below. Tenant shall negotiate the construction contract with Contractor (the “ContractorConstruction Contract”) and Landlord shall enter into such Construction Contract with Contractor, provided the Construction Contract is reasonably acceptable to Landlord, is a typical contract for leasehold improvements of a scope equal to the scope of Tenant’s Work and complies with the other terms of this Work Letter. Tenant shall be subject solely entitled to the approval benefit of any liquidated damages, delay penalties or comparable compensation from Contractor for late completion of Tenant’s Work. Tenant acknowledges that it is Landlord’s and Tenant’s intent that Landlord have no responsibility under the Construction Contract (other than payment of Landlord’s Contribution as provided above). (b) Without limitation of the indemnification provisions contained in the Lease, to the fullest extent permitted by law, Tenant agrees to indemnify, protect, defend and hold harmless Landlord, the parties listed or required by the Lease to be named as additional insureds, and their respective beneficiaries, partners, directors, officers, employees, managers, members and agents, from and against all claims, liabilities, losses, damages and expenses of whatever nature arising out of or in connection with the Construction Contract or the performance of Tenant’s Work, including, without limitation, the cost of any repairs to the Premises or Building necessitated by activities of Contractor, bodily injury to persons or damage to the property of Tenant, its employees, agents, invitees, licensees or others. (c) Tenant acknowledges and agrees that the Construction Contract must contain the following provisions: (i) Before commencing Tenant’s Work, Contractor shall submit the following information and items to Landlord for Landlord’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) and Landlord agrees to grant or withhold such approval within ten (10) days after submission of the applicable items: a. A detailed critical path construction schedule containing the major components of Tenant’s Work and the time required for each, including the scheduled commencement date of construction of Tenant’s Work, milestone dates and the estimated date of completion of construction. b. An itemized statement of estimated construction cost, including fees for permits and architectural and engineering fees, using information known at the time (and updating such statement as new information arises). c. The names and addresses of the subcontractors to be engaged for Tenant’s Work. Landlord has the right to approve or disapprove all or any one or more of the proposed subcontractors, which approval shall not be unreasonably withheld, conditioned or delayed. Upon Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured request at any time prior to perform all structural, mechanical, electrical, life-safety and plumbing work in the Premises, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason commencement of Tenant’s selecting Work, Landlord will reasonably consider a list of Contractor’s proposed subcontractors. Contractor other than may seek Landlord’s general contractorapproval of subcontractors who are not a major trade subcontractor after Contractor commences Tenant’s Work, includingprovided no such subcontractor shall commence work until Landlord has granted its approval of such subcontractor. d. Certified copies of insurance policies or certificates of insurance as hereinafter described. (ii) Contractor shall use only new, without limitationfirst-class materials in Tenant’s Work, Landlord’s reasonable costs for supervision and inspection of the construction of the Tenant Improvements such costs are included except where explicitly shown in the Coordination Fee (as defined in Section 6 below)Approved Plans. The form of construction contract entered into by Tenant with its general contractor All Tenant’s Work shall be subject to done in a good and workmanlike manner. Contractor must provide a warranty of at least one year duration from the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction completion of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve Work against defects in workmanship and materials on all work performed and equipment installed in the Premises as part of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and Tenant’s Work. (iii) Tenant Contractor shall make all reasonable efforts and take all reasonable steps appropriate to assure that all construction activities undertaken do not unreasonably interfere with the operation of the Complex or with other tenants and occupants of the Complex. Contractor shall take all precautionary steps to minimize dust, noise and construction traffic, and to protect its facilities and the facilities of others affected by Tenant’s Work and to properly police same. Construction equipment and materials are to be kept within the Premises and delivery and loading of equipment and materials shall be liable done at such locations and responsible for at such time as Landlord shall direct so as not to burden the construction or operation of the Complex. If and as required by Landlord, the Premises shall be sealed off from the balance of the office space on the floor(s) containing the Premises so as to minimize the dispersement of dirt, debris and noise. Contractor shall repair and restore any Building system damage, and interruptions of any Building services damage to the Complex caused by Contractor or utilities to all tenants who are adversely impactedarising in connection with Tenant’s Work. (biv) All persons employed by Tenant Contractor shall be subject to Landlord’s policies, rules, regulations, schedules secure and administrative control maintain (and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers subcontractors to secure and contractors to engage only labor that is harmonious maintain) during the continuance of construction and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s fixturing work hinders or delays any other work of improvement in within the Building or performs any work which may or does impair the qualityPremises, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work insurance in the Premises. Tenant following minimum coverages and its contractors shall strictly comply the following minimum limits of liability: a. Worker’s Compensation and Employer’s Liability Insurance with the Conditions for Construction attached hereto limits of not less than $500,000.00, or such higher amounts as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to may be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, required from time to time during by any Employee Benefit Acts or other statutes applicable where the course of the Construction Activities, that the Construction Labor Covenant work is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activitiesbe performed, and (d) incorporate the foregoing requirements in any subleaseevent sufficient to protect Contractor (and such subcontractors) from liability under the aforementioned acts. b. Comprehensive General Liability Insurance (including Contractors’ Protective Liability) in an amount not less than $1,000,000.00 per occurrence, licensewhether involving bodily injury liability (or death resulting therefrom) or property damage liability or a combination thereof with a minimum aggregate limit of $2,000,000.00, and with umbrella coverage with limits not less than $5,000,000.00. Landlord shall lower such required limits for those subcontractors whose activities do not expose Landlord to significant liability, as determined by Landlord in its reasonable discretion. Such insurance shall provide for explosion and collapse, completed operations coverage and broad form blanket contractual liability coverage and shall insure Contractor and the subcontractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others and arising from its operations under the contracts whether such operations are performed by Contractor or by anyone directly or indirectly employed by any of them. c. Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan non owned in an amount not less than $500,000.00 for the Settlement of Jurisdictional Disputes each person in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIOone accident, and various construction industry employer associations$1,000,000.00 for injuries sustained by two or more persons in any one accident and property damage liability in an amount not less than $1,000,000.00 for each accident. If a resolution Such insurance shall insure Contractor (or such subcontractor) against any and all claims for bodily injury, including death resulting therefrom, and damage to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Departmentthe property of others arising from its operations under the contracts, AFL-CIOwhether such operations are performed by Contractor (or such subcontractor), contractors and subcontractors, or by anyone directly or indirectly employed by any of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitrationthem.

Contractors. (a) The general contractor selected by Construction of the Tenant (the “Contractor”) Improvements shall be subject to the approval of performed only by contractors and subcontractors approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. All such contractors and subcontractors shall be required to comply with all reasonable rules and regulations established by Landlord. All contractors and subcontractors shall be required to procure and maintain insurance against such risks, in such amounts, and with such companies as Landlord may reasonably request. Certified copies of the policies evidencing such insurance, with paid receipts therefore, must be received by Landlord before the work is commenced. Landlord and Tenant hereby agree on the following specified subcontractors: (a) Xxxxxx Bros., Inc. shall be the subcontractor engaged to perform “air balancing” of the HVAC system serving the Building and (b) either Millstat or Xxxxxx Sprinkler Co., Inc. shall be the subcontractor engaged to perform any adjustments to fire control or safety systems in the Building. In addition, Landlord shall have the right to designate the subcontractor which will be engaged to perform any electrical work necessary to complete the Tenant Improvements, subject to Tenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in the Premises, all of whom shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason of Tenant’s selecting a Contractor other than Landlord’s general contractor, including, without limitation, Landlord’s reasonable costs for supervision and inspection of the construction of the Tenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject to the reasonable approval of Landlord, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Landlordapproval, which approval shall not be unreasonably withheldwithheld or delayed. With respect to the construction This approval of any Tenant Improvements which tie into Building systemsTenant’s contractors shall: (i) Tenant shall provide Landlord with written notice of all such workbe without liability to or recourse against Landlord, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) not constitute any warranty by Landlord shall be entitled to reasonably approve regarding the adequacy, professionalism, competence, or experience of all or any of the Contractorapproved contractors, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) not be construed to relieve Tenant shall be liable and responsible for any Building system damage, and interruptions from obtaining the express written consent of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by additional contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all subcontractors or any part of the Premises. Tenant shall require that all replacement contractors and or subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration.

Contractors. (a) 4.1 The general contractor selected by Tenant Subtenant (the “Contractor”) shall be subject to the approval of Sublandlord and Landlord, which approval Sublandlord shall not be unreasonably withheldwithhold. TenantSubtenant’s Contractor shall employ engineers and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in the PremisesFirst Amendment Expansion Space, all of whom are subject to the approval of Sublandlord and Landlord, which approval Sublandlord shall be reasonably acceptable to Landlordnot unreasonably withhold. Tenant Subtenant shall pay all costs incurred directly or indirectly by reason of TenantSubtenant’s selecting selection of a Contractor other than Landlord’s general contractorContractor, including, without limitation, Landlord’s reasonable any costs for supervision and inspection of the construction of the Tenant First Amendment Subtenant Improvements such costs are included in the Coordination Fee (as defined in Section 6 below)required by Sublandlord or Landlord. The form of construction contract entered into by Tenant Subtenant with its general contractor shall be subject to the reasonable approval of Sublandlord and Landlord, which approval Sublandlord shall not unreasonably withhold, and shall be no less favorable than an AIA form of construction contract. Furthermore, all architects and engineers selected by Tenant Subtenant (the “Engineers” and “Architects”, respectively) shall be subject to the approval of Sublandlord and Landlord, which approval Sublandlord shall not be unreasonably withheldwithhold. With respect to the construction of any Tenant First Amendment Subtenant Improvements which tie into Building or Master Lease Premises systems: (i) Tenant Subtenant shall provide Sublandlord and Landlord with written notice of all such work, and afford the Sublandlord and Landlord a reasonable opportunity to inspection inspect such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvementswork; (ii) Sublandlord and Landlord shall be entitled to reasonably approve of the Contractor, which approval Sublandlord shall not unreasonably withhold, and recommend contractors which the Landlord is each are familiar with, and who are familiar with the Master Lease Premises and the Building; and (iii) Tenant Subtenant shall solely be liable and responsible for any Building system damagedamage to the Master Lease Premises or the Building, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) 4.2 All persons employed by Tenant Subtenant shall be subject to Sublandlord’s and Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Master Lease Premises and/or the Building. Tenant Subtenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Master Lease Premises and the Building. In the event of any labor disturbance caused by persons employed by Tenant Subtenant or TenantSubtenant’s contractor, Tenant Subtenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing TenantSubtenant’s work hinders or delays any other work of improvement in the Building or the Master Lease Premises, or performs any work which may or does impair the quality, integrity or performance of any portion of the BuildingBuilding (including the Master Lease Premises), Tenant Subtenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to TenantSubtenant, and Tenant Subtenant shall reimburse Landlord Sublandlord or Landlord, as applicable, for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the PremisesFirst Amendment Expansion Space. Tenant Subtenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F.set forth in the Master Lease. (c) In 4.3 Subtenant hereby acknowledges that Landlord may require Subtenant to fulfill certain union/construction labor conditions in connection with the First Amendment Subtenant Improvements. Accordingly, if at the time Landlord approves the plans and specifications for the First Amendment Subtenant Improvements or consents to the First Amendment, Landlord does require Subtenant to fulfill such union/construction labor conditions, then, in addition to any other conditions contained herein with respect to Tenant Subtenant making any Tenant First Amendment Subtenant Improvements, before constructing any Tenant Improvements, Tenant Subtenant shall (a) deliver to Sublandlord and Landlord evidence satisfactory to Sublandlord and Landlord that Tenant Subtenant shall cause the Tenant construction of the First Amendment Subtenant Improvements (the “Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Sublandlord and Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant Subtenant shall include the obligation to provide such evidence in each contract entered into by Tenant Subtenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sub-sublease, license, or occupancy agreement relating to all or any part of the PremisesFirst Amendment Expansion Space. Tenant Subtenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration. For the avoidance of doubt, Subtenant shall only be required to fulfill the foregoing union/construction labor conditions if required by Landlord and Sublandlord hereby agrees that the conditions set forth in this Section 4.3 are not a requirement to be imposed on Subtenant by Sublandlord in connection with the First Amendment Subtenant Improvements.

Contractors. In making any Tenant Change, Tenant shall use only contractors and subcontractors approved by Landlord therefor, which approval by Landlord shall not be unreasonably withheld, provided that Tenant’s contractors and subcontractors (a) The general contractor selected by Tenant would not violate Landlord’s union contracts or (b) are not Prohibited Entities; it being acknowledged and agreed that any “Major Contractor” (as defined in the “Contractor”Unit Ground Lease) shall be further subject to the approval of the Unit Ground Lease Landlord in accordance with the terms of the Unit Ground Lease. At the time Tenant requests Landlord’s written consent to a Material Tenant Change, which or at least five (5) Business Days prior to making any Permitted Tenant Change, Tenant shall submit to Landlord for Landlord’s approval shall not be unreasonably withhelda list of the contractors and subcontractors who will perform such Tenant Change. Landlord hereby approves, with respect to Tenant’s Contractor shall employ engineers Initial Work and, subject to the terms hereof, any future Tenant Changes, the contractors listed on Exhibit 13.03 annexed hereto and subcontractors that are licensed and insured to perform all structural, mechanical, electrical, life-safety and plumbing work in made a part hereof; the Premises, all of whom Contractors so listed shall be reasonably acceptable to Landlord. Tenant shall pay all costs incurred directly or indirectly by reason deemed approved for the duration of Tenant’s selecting Initial Work or a Contractor other than future Tenant Change for the trades indicated on such Exhibit, unless Landlord’s general contractor, includingupon notice to Tenant, without limitation, hereafter elects in Landlord’s reasonable costs for supervision and inspection judgment to revoke its approval of any such Contractor, in which event, such Contractor, upon the giving of such notice to Tenant, shall no longer be deemed approved (except that such Contractor shall remain approved with respect to any contract that Tenant shall have theretofore entered into with such Contractor prior to the giving of such notice unless such Person is a Prohibited Entity). Notwithstanding the foregoing, in connection with any Tenant Change affecting in whole or part any of the construction of the Tenant Improvements such costs are included in the Coordination Fee Base Systems (as defined in Section 6 below). The form of construction contract entered into by Tenant with its general contractor shall be subject to the reasonable approval of Landlordincluding any life safety systems, and shall be no less favorable than an AIA form of construction contract. Furthermorebuilding management systems, all architects and engineers selected by Tenant (the “Engineers” and “Architects”, respectivelyand/or security or access control systems) shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. With respect to the construction of any Tenant Improvements which tie into Building systems: (i) Tenant shall provide Landlord with written notice of all such work, and afford the Landlord a reasonable opportunity to inspection such work (provided such inspections are done promptly and do not materially delay Tenant’s construction of Tenant’s Improvements; (ii) Landlord shall be entitled to reasonably approve of the Contractor, and recommend contractors which the Landlord is familiar with, and who are familiar with the Building; and (iii) Tenant shall be liable and responsible for any Building system damage, and interruptions of any Building services or utilities to all tenants who are adversely impacted. (b) All persons employed by Tenant shall be subject to Landlord’s policies, rules, regulations, schedules and administrative control and shall conduct their work in such a way as not to hinder, cause any disharmony with or delay any work or other improvements in the Building. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant’s contractortie-in to any such systems, Tenant shall immediately take all actions necessary to eliminate such disturbance. If Tenant, at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s work hinders or delays any other work of improvement in the Building or performs any work which may or does impair the qualitysole cost and expense, integrity or performance of any portion of the Buildingshall be required to utilize Landlord’s designated contractor(s) and consultant(s) for such tie-in, Tenant shall cause any such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and Tenant shall reimburse Landlord for any repairs or corrections resulting from the work of any supplier, contractor, xxxxxxx or mechanic performing any work in the Premises. Tenant and its contractors shall strictly comply with the Conditions for Construction attached hereto as Exhibit F. (c) In addition to any other conditions contained herein with respect to Tenant making any Tenant Improvements, before constructing any Tenant Improvements, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause the Tenant Improvements (“Construction Activities”) to be performed by contractors who shall employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, provided that the Construction Labor Covenant is being fully and faithfully observed and Tenant charges of such contractor or consultant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the Premises. Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration through the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitrationcompetitive.