TENANT'S RESPONSIBILITY; PROVIDED, HOWEVER, THAT LANDLORD
SHALL COOPERATE WITH TENANT IN EXECUTING PERMIT APPLICATIONS AND PERFORMING
OTHER MINISTERIAL ACTS REASONABLY NECESSARY TO ENABLE TENANT TO OBTAIN ANY SUCH
PERMIT OR CERTIFICATE OF OCCUPANCY AND, IF APPLICABLE, SHALL SUBMIT PLANS AND
COMPLETE ALL OF LANDLORD'S WORK UNDER SECTION 2.3 OF THE LEASE WITH REASONABLE
DILIGENCE AS REASONABLY REQUIRED TO ALLOW TENANT TO OBTAIN A PERMIT OR
CERTIFICATE OF OCCUPANCY.
PRIOR TO COMMENCING CONSTRUCTION OF THE TENANT
IMPROVEMENTS, TENANT SHALL PROVIDE LANDLORD WITH A COPY OF ALL REQUIRED PERMITS.
(B)
COST OF IMPROVEMENTS.
"COST OF IMPROVEMENT"
SHALL MEAN, WITH RESPECT TO ANY ITEM OR COMPONENT FOR WHICH A COST MUST BE
DETERMINED IN ORDER TO ALLOCATE SUCH COST, OR AN INCREASE IN SUCH COST, TO
LANDLORD AND/OR TENANT PURSUANT TO THIS WORKLETTER, THE SUM OF THE FOLLOWING
(UNLESS OTHERWISE AGREED IN WRITING BY LANDLORD AND TENANT WITH RESPECT TO ANY
SPECIFIC ITEM OR COMPONENT OR ANY CATEGORY OF ITEMS OR COMPONENTS):
(I) ALL
SUMS PAID TO CONTRACTORS OR SUBCONTRACTORS FOR LABOR AND MATERIALS FURNISHED IN
CONNECTION WITH CONSTRUCTION OF SUCH ITEM OR COMPONENT; (II) ALL COSTS,
EXPENSES, PAYMENTS, FEES AND CHARGES (OTHER THAN PENALTIES) PAID OR INCURRED TO
OR AT THE DIRECTION OF ANY CITY, COUNTY OR OTHER GOVERNMENTAL OR
QUASI-GOVERNMENTAL AUTHORITY OR AGENCY WHICH ARE REQUIRED TO BE PAID IN ORDER TO
OBTAIN ALL NECESSARY GOVERNMENTAL PERMITS, LICENSES, INSPECTIONS AND APPROVALS
RELATING TO CONSTRUCTION OF SUCH ITEM OR COMPONENT; (III) ENGINEERING AND
ARCHITECTURAL FEES FOR SERVICES RENDERED IN
B-2
CONNECTION WITH THE DESIGN AND CONSTRUCTION OF SUCH ITEM OR COMPONENT
(INCLUDING, BUT NOT LIMITED TO, THE ARCHITECT FOR SUCH ITEM OR COMPONENT AND AN
ELECTRICAL ENGINEER, MECHANICAL ENGINEER AND CIVIL ENGINEER, IF APPLICABLE);
(IV) SALES AND USE TAXES; (V) TESTING AND INSPECTION COSTS; (VI) THE COST OF
POWER, WATER AND OTHER UTILITY FACILITIES AND THE COST OF COLLECTION AND REMOVAL
OF DEBRIS REQUIRED IN CONNECTION WITH CONSTRUCTION OF SUCH ITEM OR COMPONENT;
AND (VII) ALL OTHER "HARD" AND "SOFT" COSTS INCURRED IN THE CONSTRUCTION OF SUCH
ITEM OR COMPONENT IN ACCORDANCE WITH THE APPROVED PLANS AND THIS WORKLETTER.
(C)
CHANGES.
IF TENANT AT ANY TIME DESIRES TO
MAKE ANY SUBSTANTIAL CHANGES, ALTERATIONS OR ADDITIONS TO THE APPROVED PLANS,
SUCH CHANGES, ALTERATIONS OR ADDITIONS SHALL BE SUBJECT TO APPROVAL BY LANDLORD
IN THE SAME MANNER AS THE ORIGINAL APPROVED PLANS AS PROVIDED ABOVE.
FOR
PURPOSES OF THIS PARAGRAPH, A "SUBSTANTIAL" CHANGE, ALTERATION OR ADDITION SHALL
MEAN ONE WHICH AFFECTS THE BUILDING SHELL (INCLUDING, BUT NOT LIMITED TO,
STRUCTURAL ELEMENTS, ROOF AND EXTERIOR WALLS AND WINDOWS), BUILDING SYSTEMS,
COMMON AREAS OF THE BUILDING, OR PREMISES LEASED TO OTHER TENANTS WITHIN THE
BUILDING, OR WHICH HAS A COST IMPACT IN EXCESS OF $25,000.
(D)
PROJECT MANAGEMENT.
UNLESS AND UNTIL
REVOKED BY LANDLORD BY WRITTEN NOTICE DELIVERED TO TENANT, LANDLORD HEREBY
(I) DELEGATES TO PROJECT MANAGER THE AUTHORITY TO EXERCISE ALL APPROVAL RIGHTS
AND OTHER RIGHTS AND POWERS OF LANDLORD UNDER THIS WORKLETTER WITH RESPECT TO
THE DESIGN AND CONSTRUCTION OF THE TENANT IMPROVEMENTS,