Common use of Landlord’s Retention of Contractor Clause in Contracts

Landlord’s Retention of Contractor. Landlord shall independently retain Contractor to construct the Tenant Improvements in accordance with the Approved Working Drawings (subject to the following sentence) and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and management fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to One Dollar ($1.00) per rentable square foot of the Premises. Landlord shall execute a commercially reasonable construction contract (the “Contract”) with Contractor which shall guaranty, on commercially reasonable terms, that the Tenant Improvements shall be free from defects in workmanship and materials for a period of not less than one (1) year from the date of Substantial Completion. In addition, the Contract shall provide Landlord with the right to pay premium rates for overtime labor in order to accelerate the construction schedule, and upon request by Tenant, Landlord shall authorize such overtime labor. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has a fully executed and delivered the Contract with Contractor for the construction of the Tenant Improvements, (b) Tenant has procured and delivered to Landlord a copy of all Permits, and (c) Tenant has delivered to Landlord the Over-Allowance Amount.

Landlord’s Retention of Contractor. Landlord shall independently retain Contractor to construct the Tenant Improvements in accordance with the Approved Working Drawings (subject to the following sentence) and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall not be required pay a construction supervision and management fee to Landlord; provided, however, Tenant shall pay Landlord for the construction supervision and management fee (the “Landlord Supervision PMA Fee”) to Landlord in an amount equal to One Dollar the actual out-of-pocket management fee that Landlord pays to its project manager, Project Management Advisors ($1.00“PMA”); provided further that the PMA Fee shall not exceed an amount equal to two and 65/100 percent (2.65%) per rentable square foot of the Premisestotal -66- HCP, INC. Landlord shall execute a commercially reasonable [4930 Director’s Place] [Sorrento Therapeutics, Inc.] cost of all Tenant Improvement Allowance Items (based on the Cost Proposal submitted by the Bidding Contractor selected by Tenant, but including the cost of any Government Change Order or Tenant Change Orders). Prior to Landlord’s execution of the construction contract and general conditions with Contractor (the “Contract”) with Contractor which shall guaranty, on commercially reasonable terms, that the Tenant Improvements shall be free from defects in workmanship and materials for a period of not less than one (1) year from the date of Substantial Completion. In addition, the Contract shall provide Landlord with the right to pay premium rates for overtime labor in order to accelerate the construction schedule, and upon request by Tenant), Landlord shall authorize such overtime laborsubmit the Contract to Tenant for its review and comment, provided Landlord shall not be required to include in the Contract any provision that Landlord in good faith does not believe is commercially reasonable. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has a fully executed and delivered the Contract contract with Contractor for the construction of the Tenant Improvements, and (b) Tenant has procured and delivered to Landlord a copy of all Permits, and (c) Tenant has delivered to Landlord the Over-Allowance Amount. The Tenant Improvements will be constructed in a good and workmanlike manner, and in compliance with Applicable Laws as of the date of Substantial Completion of the Tenant Improvements, including without limitation Title 24 and laws enacted under the ADA, to the extent required to allow Tenant to obtain a certificate of occupancy or its legal equivalent allowing the legal occupancy of the Premises for the Permitted Use. Landlord shall ensure that Landlord or Contractor carry Builder’s All Risk insurance covering the Tenant Improvements prior to the Lease Commencement Date and Tenant shall not have any obligation to insure the Tenant Improvements until the Lease Commencement Date. For clarity, and notwithstanding anything in the Lease or this Tenant Work Letter to the contrary, in no event shall Tenant be responsible for removing or restoring any Tenant Improvements or any work associated with the Final Condition of the Building.

Landlord’s Retention of Contractor. Landlord shall independently retain submit to Tenant's Representative and Project Manager a copy of the Landlord's proposed construction contracts with the Contractor selected in accordance with Section 3.1 above (the "Construction Contract") for Tenant's review and prior written approval thereof, which shall not be unreasonably withheld, provided that the terms and conditions of such Construction Contract are in compliance with the terms and conditions of this Section 4.3.2, below, and if Tenant’s written approval or disapproval (accompanied by a written detailed description of changes required by Tenant to construct satisfy its concerns relating to the proposed Construction Contract) is not received within ten (10) business days after such contract is submitted to Tenant for Tenant’s approval, then such delay by Tenant in the delivery of such written approval or disapproval shall be a Tenant Delay. If Tenant timely disapproves the proposed Construction Contract in accordance with this Section 4.3.2, Landlord shall cause the proposed Construction Contract to be revised as reasonably required to address Tenant’s specified concerns, and shall submit the revised Construction Contract to Tenant for its review and approval as provided in this Section 4.3.2, and such procedure shall continue until Tenant has approved of the proposed Construction Contract for execution by Landlord and the Contractor (provided that Landlord shall not be liable to Tenant for the Contractor’s refusal to agree to any of Tenant's changes and any delay in negotiating the Construction Contract as a result thereof shall be deemed a Tenant Delay), provided that such consent, or any objections or comments, provided by Tenant (or lack thereof) shall in no way imply that such Construction Contract is sufficient or meet the requirements for the related work under this Tenant Work Letter. The Construction Contract shall be in the AIA form of a guaranteed maximum price basis (A102-2007) or a Cost plus Fee with GMP construction agreement (A103-2007). Landlord shall use commercially reasonable efforts to cause the Construction Contract to provide that: (a) Tenant and Tenant's Representative will be named as additional insureds on each CGL policy to be carried by Contractor; (b) Tenant shall be an express third-party beneficiary of all of the Landlord contractual rights and all of the Contractor's obligations, including, but not limited to, (i) naming Tenant as an indemnified party for the Landlord's Agent's indemnification obligations, (ii) Tenant shall be a permitted assignee of Landlord's interest the Construction Contract with the right to enforce the covenants and obligations of the Contractor, and (iii) both Landlord and Tenant shall be named as the beneficiaries of all industry standard warranties, and (c) upon notice from Tenant that a "Construction Contract Assignment Condition" (as that term is defined below) has occurred, the "Owner" position in the Construction Contract shall be assigned by Landlord to Tenant and Contractor shall accept such assignment and recognize Tenant as the Owner under the Construction Contract. If following a Construction Contract Assignment Condition, Tenant reasonably elects to accelerate the then-effective Project Schedule in order to achieve Substantial Completion of the Tenant Improvements as soon as reasonably practical following Tenant's delivery of written notice that a Construction Contract Assignment Condition has occurred, then any costs reasonably incurred by Tenant in accordance connection with such acceleration (and which would not have been incurred by Tenant or Landlord but for such acceleration) shall be paid by Landlord and excluded from Tenant Improvement Allowance Items payable from the Tenant Improvement Allowance or the Over-Allowance. As used herein, a "Construction Contract Assignment Condition" shall mean (y) with respect to the Tenant Improvements to Must-Take Space 1, a failure by Landlord to achieve Substantial Completion of the Tenant Improvements by July 30, 2018; and (z) with respect to the Tenant Improvements to Must-Take Space 3, a failure by Landlord to achieve Substantial Completion of the Tenant Improvements by August 30, 2019, in either case as the result of a Landlord Delay. In addition to the foregoing, the proposed Construction Contract shall include the following (provided that Landlord shall not be liable to Tenant for the Contractor’s refusal to include the following in the Construction Contract and any delay in negotiating the Construction Contract as a result thereof shall be deemed a Tenant Delay): (a) all subcontractors’ subcontracts shall, to the extent possible, have unit pricing which shall be applicable to the pricing of any Tenant Change Order Requests. Additionally, prior to Substantial Completion of the Tenant Improvements, Tenant shall have the right to require that any subcontractor invoices and/or schedules of value that do not provide sufficient detail satisfactory to Tenant, provide additional pricing breakout for portions of their work. Such pricing breakout materials will take the form of simple spreadsheets or letters describing in detail the nature of work and references to the Approved Working Drawings indicating the location of the work performed by such subcontractor; and (subject b) Tenant shall have access to the following sentence) Contractor ’s books and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and management fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to One Dollar ($1.00) per rentable square foot of the Premises. Landlord shall execute a commercially reasonable construction contract (the “Contract”) with Contractor which shall guaranty, on commercially reasonable terms, that the Tenant Improvements shall be free from defects in workmanship and materials for a period of not less than one (1) year from the date of Substantial Completion. In addition, the Contract shall provide Landlord with the right to pay premium rates for overtime labor in order to accelerate the construction schedule, and upon request by Tenant, Landlord shall authorize such overtime labor. Notwithstanding anything set forth in this Tenant Work Letter records relating to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has a fully executed and delivered the Contract with Contractor for on an “open book” basis throughout the construction thereof, and shall have the right to audit the Contractor’s costs and expenses, including all invoices submitted to Landlord in support of the Draw Requests at any time within the 6-month period immediately following Substantial Completion of the Tenant Improvements, (b) Tenant has procured which audit may be performed for Tenant, at Tenant’s sole cost and delivered to Landlord a copy of all Permits, and (c) Tenant has delivered to Landlord the Over-Allowance Amountexpense.

Landlord’s Retention of Contractor. Landlord shall independently retain Contractor Contractor, on behalf of Tenant, to construct the Tenant Improvements in a good, and workmanlike manner and otherwise in accordance with the Approved Working Drawings (subject to the following sentence) and the Cost Proposal and Landlord shall supervise the construction by Contractor, and 607152.05/WLA EXHIBIT B [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -5- [AMLGMN] Tenant shall pay a construction supervision and management fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to One Dollar five percent ($1.005%) per rentable square foot of the Premises. Landlord shall execute a commercially reasonable construction contract (the “Contract”) with Contractor which shall guaranty, on commercially reasonable terms, that hard” costs of constructing the Tenant Improvements shall be free from defects (i.e., the cost of constructing the Tenant Improvements less the Landlord Supervision Fee and all architectural and engineering fees incurred in workmanship connection with the preparation of the Construction Drawings, and materials for a period all permit fees incurred in connection with the construction of not less than one (1) year from the date of Substantial CompletionTenant Improvements). In additionthe event of a conflict between the Approved Working Drawings and Landlord’s construction rules and regulations, the Contract Landlord, in its sole and absolute discretion, shall provide Landlord with the right to pay premium rates for overtime labor in order to accelerate the construction scheduledetermine which shall prevail; provided, and however, that, upon request by Xxxxxx at the time of Tenant’s request for Xxxxxxxx’s approval of the Final Working Drawings, Landlord shall authorize notify Tenant whether there are any conflicts between the Approved Working Drawings and the Landlord’s construction rules and regulations to the extent Landlord knows of any such overtime laborconflicts at the time of Xxxxxx’s request. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has a fully executed and delivered the Contract contract with Contractor for the construction of the Tenant Improvements, (b) Tenant has procured and delivered to Landlord a copy of all Permits, and (c) Tenant has delivered to Landlord the Over-Allowance Amount.