Common use of LESSOR'S WORK Clause in Contracts

LESSOR'S WORK. Lessor shall, at Lessor’s sole cost without pass through to Lessee either directly or through increases in Operating Expenses, make their best effort to complete all items, and each individual item, of the work in Exhibit A – Lessor’s Work (“Lessor’s Work”) attached hereto prior to March 1, 2018, subject to force majeure and circumstances beyond Lessor’s reasonable control. Lessor’s Work shall be conducted in the Premises while Lessee is in occupancy thereof and paying rent under the Lease as amended. Lessee shall, at Lessee’s sole cost and expense, prepare the Premises for Lessor’s Work, including, but not limited to, any and all code compliance upgrades (to include but not be limited to ADA and Title 24) that are required as a result of Lessor’s Work, packing of all of Lessee’s personal property and disconnect/re-connect of telephone and data cabling/wiring, computers, etc. Lessor shall not be responsible for the movement/relocation of Lessee’s furniture, fixtures, equipment, etc. during the construction process of Lessor’s Work. Lessee agrees to cooperate with Lessor and to make the Premises reasonably available to Lessor and its contractors/vendors for the performance of Lessor’s Work. Lessee acknowledges that some interruptions and/or interference with Lessee’s business may occur during the course of Lessor’s Work, but agrees that no interruptions or inconveniences to Lessee or its business suffered as a result of Lessor’s Work shall constitute an eviction of Lessee from the Premises, whether constructive or otherwise, and Lessee shall in no event be excused from paying the Monthly Base Rent and/or additional rent that it is scheduled to pay pursuant to the terms of the Lease as amended. Lessor and Lessee shall cooperate and cause their respective employees, agents and contractors to cooperate with the other to expedite completion of the Lessor’s Work after normal business hours or on weekends so that there is not an interference with Lessee’s business operations in the Premises.

LESSOR'S WORK. Following execution of the Lease by Lessor shalland Lessee, Lessor shall reinstall the building core of the Premises to a mutually agreed upon condition in compliance with the mutually agreed upon plans, specifications and working drawings and the attached SCHEDULE 1 to this Addendum No. 2 (the "Core Contract"). The portion of Lessor's Work included in the Core Contract will be at Lessor's sole cost. The Core Contract will include completion of the bathrooms in the Premises to mutually agreed upon building standard condition in compliance with the mutually agreed upon plans, specifications and working drawings and any modifications to the Premises necessary to cause the Premises to comply with applicable laws, including, without limitation, fire rated doors on all exit corridors and the requirements of the Americans With Disabilities Act and any similar state laws. Any work of a curative nature necessary to cause the Premises to comply with applicable laws will be performed as a part of Lessor's Work under the Core Contract, at Lessor’s 's sole cost without pass through to Lessee either directly or through increases cost. The Core Contract will also include: (a) securing the easterly boundary of the Project from adjacent property in Operating Expenses, make their best effort to complete all itemsan appropriate locked manner, and each individual item(b) sealing and restriping the Project's Parking Area. The second of such contracts (the "Lessee Improvements Contract") shall be for the construction of improvements to the Premises as specified in the plans and specifications originally prepared by Lessor for completion of the finishes and other interior improvements to the Premises (the "Original Plans"), as modified by Lessee and approved by Lessor in accordance with this PARAGRAPH 64 (the "Lessee Improvements"). All of the work described in Exhibit A – this PARAGRAPH 64 is collectively, "Lessor’s Work (“Lessor’s 's Work”) attached hereto prior to March 1, 2018, subject to force majeure and circumstances beyond Lessor’s reasonable control". Lessor’s 's Work shall be conducted promptly completed by Lessor in a good and workmanlike manner, and in accordance with working drawings, plans, and specifications for the Premises while Lessee is in occupancy thereof mutually agreed upon by Lessor and paying rent under the Lease as amendedLessee. Lessee shallwill review and submit required changes to the Original Plans to Lessor as soon as reasonably possible. Lessor will then have ten (10) days to approve (such approval not to be unreasonably withheld) or to provide Lessee with written objections to such changes (such process to repeat until the plans, specifications and working drawings are mutually agreed upon by Lessor and Lessee). Thereafter, such mutually approved plans, specifications and working drawings will be attached hereto and made a part of the Lease. As part of Lessor's Work, Lessor will provide electricity to the Premises. Lessee will have the right to use the existing electrical panels and electrical wiring for the Premises without Lessor charging any costs therefor against the Lessee Improvement Allowance. Lessor represents and warrants to Lessee that such existing electrical panels and wiring comply with applicable codes. In addition, as part of the Lessee Improvements, Lessee will have the right to install card or code access readers at any exterior entrances to the Premises it so desires. Lessee will be entitled to the maximum signage on the exterior facade of the Premises as is allowed by applicable law (including any variance obtained by Lessee), and Lessee shall be entitled to the top one-half (1/2) of the monument sign located at the Project, Lessee's sign panel installation to be included in Lessor's Work, and both the cost of the panel and the installation thereof to be charged against the Lessee Improvement Allowance. Lessee shall not be liable for any loss, cost, damage, or expense incurred or claimed by Lessor or any other person or party on account of the construction or installation of Lessor's Work. Lessor agrees to obtain, at Lessee’s sole cost and expenseLessor's cost, prepare any necessary consents of third parties for all of the Premises for Lessor’s Workabove-described signage, including, but without limitation, approvals required pursuant to that certain Declaration of Covenants, Conditions and Restrictions dated December 24, 1986, and recorded February 4, 1987, as File No. 87-063214 of the Official Records of San Diego County, California (the "CC&Rs"). Lessor represents and warrants to Lessee based on Lessor's due diligence and proper investigation that the "approving agent" (defined in the CC&Rs) does not limited to, any exist and all code compliance upgrades (to include but not be limited to ADA and Title 24) that are required as a result no approvals of the existing Premises or of Lessor’s 's Work are required. Lessor hereby agrees to indemnify, hold harmless and defend Lessee from and against all PAGE 25 ---- ---- ---- ---- claims (including consequential damages) arising out of the failure of the existing Premises or Lessor's Work to comply with the CC&Rs. Lessee will have the right to offset against Base Rent and other charges due under this Lease any costs it incurs due to any such failure and/or the breach of such representation. Lessor hereby acknowledges and agrees that the compliance of Lessor's Work and the plans, specifications and working drawings therefor, with all applicable governmental laws, codes and regulations shall be solely Lessor's responsibility. Lessee assumes no liability or responsibility resulting from the failure of Lessor to comply with all applicable governmental laws, codes and regulations or for any defect in any of Lessor's Work. Lessor further agrees to indemnify, packing defend and hold harmless Lessee from all losses, liabilities, actions, damages, costs and expenses claimed, asserted or arising in connection with any of all of Lessee’s personal property and disconnect/re-connect of telephone and data cabling/wiring, computers, etcthe foregoing. Lessor shall submit to at least three (3) mutually approved general contractors for bid the working drawings, plans and specifications for the Lessee Improvements. In addition to the general contractor, Lessee will also have approval rights over the mechanical, electrical and plumbing contractors selected. Both Lessor and Lessee shall be provided a copy of each bid. Selection of the general contractor to be used to perform the Lessee Improvements will be made by Lessor with the approval of Lessee, which approval will not be unreasonably withheld. Thereafter, Lessor will enter into the Lessee Improvements Contract for construction of the Lessee Improvements, and Lessor shall provide Lessee with a copy of said contract for review and approval, such approval not to be unreasonably withheld. Lessor agrees to use all commercially reasonable efforts to obtain the best possible prices for labor and materials to be used in the construction of the Lessee Improvements. The Lessee Improvements Contract shall require the general contractor to comply with Lessor's construction rules and regulations set forth in PARAGRAPHS 70.1-70.9 below (adjusted as applicable to apply to such general contractor). Lessor agrees to obtain any necessary consents under the CC&Rs. Lessor and such general contractor are responsible for the movement/relocation compliance with all applicable codes and regulations of Lessee’s furniture, fixtures, equipment, etc. during the construction process of Lessor’s Work. Lessee agrees to cooperate with Lessor and to make the Premises reasonably available to Lessor and its contractors/vendors for duly constituted authorities having jurisdiction as far as the performance of Lessor’s 's Work is concerned, for compliance with the CC&Rs and for compliance with all applicable safety regulations, OSHA or other regulatory agencies, and Lessor further agrees to indemnify and hold Lessee harmless for Lessor's actions arising from Lessor's Work. Lessee acknowledges that some interruptions and/or interference with Lessee’s business may occur during the course of Lessor’s Work, but Lessor agrees that no interruptions or inconveniences upon Lessee's written request, Lessor will enforce all warranty claims under the Core Contract and the Lessee Improvements Contract. If Lessor fails to enforce same within thirty (30) days of Lessee's written request, Lessee may enforce same at Lessor's cost, which if not paid to Lessee or its business suffered as a result within ten (10) days of Lessor’s Work shall constitute an eviction of invoice Lessee from the Premises, whether constructive or otherwise, and Lessee shall in no event be excused from paying the Monthly may offset against Base Rent and/or additional rent that it is scheduled to pay pursuant to the terms of the and other charges next becoming due under this Lease as amended. Lessor and Lessee shall cooperate and cause their respective employees, agents and contractors to cooperate with the other to expedite completion of the Lessor’s Work after normal business hours or on weekends so that there is not an interference with Lessee’s business operations in the Premisesuntil fully reimbursed.

LESSOR'S WORK. Lessor shall, at Lessor’s sole cost without pass through to Lessee either directly or through increases in Operating Expenses, make their best effort to complete all items, and each individual item, consideration of the extension of the term of the Lease under paragraph 2 above, Lessor shall perform certain work in at the Premises as described on Exhibit A – Lessor’s Work attached hereto and made a part hereof (hereinabove and hereinafter referred to as the “Lessor’s Work”) attached hereto prior to March 1). Lessor shall procure all necessary licenses, 2018permits, subject to force majeure approvals and circumstances beyond Lessor’s reasonable control. Lessor’s Work shall be conducted in the Premises while Lessee is in occupancy thereof and paying rent under the Lease as amended. Lessee shall, at Lessee’s sole cost and expense, prepare the Premises authorizations for Lessor’s Work, includingand shall promptly and diligently construct Lessor’s Work in a good and workmanlike manner. Lessee shall reasonably cooperate with Lessor in the scheduling of contractors and subcontractors to complete Lessor’s Work and will make the Premises available as reasonably required to allow the timely prosecution and completion of Lessor’s Work. Work that may disrupt daily operations or present safety concerns must be performed after 11:00 p.m. Such cooperation will include, but not limited towithout limitation, any the coordination of temporary shut down of HVAC and all code compliance upgrades other building systems to be replaced or repaired, restrictions on parking areas to be repaved or repaired, and the relocation of furniture, equipment and other of Tenant’s personal property for interior work within the Premises. Lessor shall use its reasonable efforts to achieve Substantial Completion (as hereinafter defined) of Lessor’s Work on or before June 1,2006 (hereinabove and hereinafter referred to include but not be limited to ADA and Title 24) as the “Completion Date”); provided that are required as a result if Tenant unreasonably interferes with the completion of Lessor’s Work, packing the Completion Date shall be extended one (1) day for each day of all of Lessee’s personal property and disconnect/re-connect of telephone and data cabling/wiringunreasonable interference. Further, computersif Lessor is delayed, etc. Lessor shall not be responsible for the movement/relocation of Lessee’s furniture, fixtures, equipment, etc. during the construction process of Lessor’s Work. Lessee agrees to cooperate with Lessor and to make the Premises reasonably available to Lessor and its contractors/vendors for hindered or prevented from the performance of Lessor’s Work. Lessee acknowledges that some interruptions and/or interference with Lessee’s business may occur during Work by reason of strikes, lock-outs labor troubles, inability or procure materials, failure of power, inadequate power, restrictive governmental laws or regulations, severe weather conditions, disaster, riots, insurrection, war, or other reason of a like nature not the course fault of Lessor in performing Lessor’s Work, but agrees that no interruptions or inconveniences to Lessee or its business suffered as a result of Lessor’s Work the Completion Date shall constitute an eviction of Lessee from be extended for the Premises, whether constructive or otherwise, and Lessee shall in no event be excused from paying the Monthly Base Rent and/or additional rent that it is scheduled to pay pursuant to the terms period of the Lease as amended. Lessor and Lessee shall cooperate and cause their respective employees, agents and contractors to cooperate with the other to expedite completion of the Lessor’s Work after normal business hours or on weekends so that there is not an interference with Lessee’s business operations in the Premisesdelay.

LESSOR'S WORK. Lessor shall, at Lessor’s sole cost without pass through to Lessee either directly or through increases in Operating Expenses, make their best effort to complete all items, and each individual item, of the work in Exhibit A – Lessor’s Work (“Lessor’s Work”) attached hereto prior to March 1, 2018, subject to force majeure and circumstances beyond Lessor’s reasonable control. Lessor’s Work shall be conducted in the Premises while Lessee is in occupancy thereof and paying rent under the Lease as amended. Lessee shall, at Lessee’s sole cost and expense, prepare substantially complete the Premises leasehold improvements listed on Exhibit B, at commercial building standards, and in accordance with the Floor Plan attached hereto as Exhibit "A" prior to the Commencement Date (subject to Preamble Section 4 and Section 43 of this Lease) and provide Lessee with an original temporary or final Certificate of Occupancy from the municipal building department for Lessor’s Work, including, but not limited to, any and all code compliance upgrades (to include but not be limited to ADA and Title 24) that are required as a result of Lessor’s Work, packing of all of Lessee’s personal property and disconnect/re-connect of telephone and data cabling/wiring, computers, etcsuch work. Lessor Lessee shall not be responsible for the movement/relocation cost of Lessee’s all upgrades and the cost of all furniture, fixturescabinetry, reception desks, work stations, filing systems, shelving, appliances and technology/copies equipment, etc. during and the construction process installation of Lessor’s Worksame. Lessee agrees and its vendors shall have access to cooperate with Lessor and to make the Premises reasonably available at least two weeks prior to the substantial completion by Lessor and its contractors/vendors for the performance of Lessor’s Work. Lessee acknowledges that some interruptions and/or interference with Lessee’s business may occur during the course of Lessor’s Work, but agrees that no interruptions or inconveniences to Lessee or its business suffered as a result of Lessor’s Work on Exhibit B to install telephone and computer wiring, workstations and related improvements or fixture work. Lessee's vendors shall constitute an eviction of Lessee from the Premises, whether constructive or otherwise, and Lessee shall in no event be excused from paying the Monthly Base Rent and/or additional rent that it is scheduled to pay pursuant have reasonable access to the terms Building areas outside the suites of the Premises to connect Lessee's suites on different floors of the Building for telephone and computer cabling. Such access shall not constitute possession for purposes of this Lease as amendedor trigger the Commencement Date. Lesser covenants and agrees that all work performed by Lessor and Lessee shall cooperate and cause their respective employees, agents and contractors to cooperate in connection with the other to expedite completion construction of the Lessor’s Work after normal business hours or on weekends so that there is not an interference Premises shall be performed in compliance with Lessee’s business operations applicable laws, insurance requirements, in a good and workmanlike manner and in conformance with the approved construction plans under building permits. All materials installed in the PremisesPremises will be new unless Lessee elects to use any materials in the Premises or existing conditions such as ceiling tiles or lighting fixtures. The allowances on Exhibit B, if any, shall be calculated based on the prices charged by each respective contractor who installs such work and without any supervision fees by Lessor or any general contractor or other costs not attributable to such work directly.