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EXHIBIT 1A
<br />3.3.4 Assfunment of Warn nib, Effective upon conhpledon of the Tenant Improvements, Landlord shall assign to Tenant
<br />all warranties and guaranties by Contractor ref ftfng to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against
<br />Landlord relating to, or arising cot of ilne construction of, the Tenant hnprovements.
<br />C1O 4
<br />TIMICI DELAYS
<br />4.1 Thus,
<br />4.1.1 Tin,c or the Essence in Thh Work Letter. Unless otherwise indicated, all references herein to a "number ofdays"
<br />shall menu and refer to calendar days. In all fnstanecs where Tenant Is required to approve or deliver an item, if no written notice of approval is
<br />given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the item shall automatically be
<br />deemed approved or delivered by Tenant and the next succeeding time period shall commence. Except where specific time periods are speclffed
<br />herein, all references to a "roasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to die request or
<br />submission in question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable
<br />ditigenee; provided, however, in no case shall such period ever be less than five'(S) business days.
<br />4.1.2 Time Doadlines. Tenant shall use its best, good faith, efforts End all due diligence to cooperate with Landlord,
<br />Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits,
<br />and to achieve Substantial Completion as soon as possible, mid, in that regard, shall meet with Landlord on a scheduled basis to be determined by
<br />Landlord. to discuss Landlord's progress in connection with the same.
<br />4.2 kdans
<br />4.21 Tenant Dclays, A"Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission
<br />of Tenant or any or Tenant's Agents, including, without limitation, any of the following; (a) Tenant's failure to timely approve any matter requiring
<br />Tenants approval hereunder; (b) any breach by Tenant or the provisions of this Work Letter or of the Lease; (a) any Changes requested by Tenant;
<br />(if) any requirement or Tenant for materials, components, finishes or improvements which are not available within a commercially reasonable period,
<br />or which are different from, or not included in, the Building Standards; (a) changes to die Base Building andlor Building Systems required by the
<br />Final Space Plan, the Approved Woildng Drawings (or any Changes); (1) any unreasonable interference by Tiount or any ofTonant's Agents with
<br />the perfionnnnee of the Tenant Improvements; or (g) any other event speciEed In this Work letter to be a Tenant Delay,
<br />4.2.2 Landlord Delays. A "Landlord Delay" means on actual delay us a result of any of the following: (a) Landlord's
<br />failure (I•or any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter requiring Landlord's approval under this Work
<br />Letter Mthin the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's
<br />employees, contractors or agents (except as otherwise allowed under this Work Letter) with Tenant's perRummnca of any of its obligations under Nis
<br />Work Leiter; or (c) any other Failure by Landlord, which pursuant to the leans of this work Letter Is deemed a Landlord Delay. Notwithstanding any
<br />provision of this Work Letter to the contrary, in the event that Tenant claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the
<br />effectiveness offlia claimed Landlord Delay, within three (3) days of its discovery offs a claimed Landlord Delay, notify Landlord in writing of the
<br />existence cifthe claimed Landlord Delay and the probable estimated duration orsuch claimed Landlord Delay.
<br />4.2.3 Force Nlnhaure Dcl{ry�s. A "Force rVlojeure Delay" means any; (a) actual delay attributable to any strike, lookout or
<br />other labor or tndusuial disturbance (whellier or not on the part of the employees or either party heroic) other than any such disturbance caused by or
<br />related to any default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Lsndlord or any of Landlord's agents, employees or
<br />contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public onemy, war, lemorfsm, riot, sabotage,
<br />blockade, c r embargo, (c) actual delay attributable to liglaning, earthquake, fire, stone, hurricane, tornado, hued, washout or explosion, or (d) actual
<br />delay caused by governmental delay In the issuance of the Permits not due to the fault or negligence of'renant or any Tenant's Agents (trchomed by
<br />Temunt) or gross nogligence or willRd misconduct of Landlord (ff claimed by Landlord), or (a) tiny delay due to any other similar cause beyond the
<br />reasonable control or the party Iran, whom perfomnmots is required, and beyond the reasonable control of'its contractors and representatives
<br />(including, without limitation, In the case of Tenant. the Tonert's Agents). Notwithstanding any provision of this Work Letter to the contrary, in die
<br />event [list uny party claims that it has sulibred a Force Majouro Delay, such party shall, as u condition of the effectiveness of such Force ]VIgjeure
<br />Delay, within three (3) days of discovery orthe scorer of such delay, notify the other party hereto in writing of the existence orsuch Force Majewe
<br />Dchay. the nature orthe steps being taken bysuch party to minimize such delay mid the probable estimated duration of such Force tvla�eure Delay,
<br />SEC.CION 5
<br />0 ENEILI L PROVISIONS
<br />5.1 Rem•esuntad'S - Tcunnt has designnted DEBORAH SANCNII2.. ECONOMIC DEVELOPMENT SPECIALISTIll as Its sole
<br />rcpresenuilve with respect to the matters set firth fit this Work Leiter, who, until further notice to Landlord, shall have full audhority and
<br />responsibility to act oil behuil'of the Tenant its required in tills Work Letter, Landlord has designated'I•ed Bischnk as Ila suit representative with
<br />aspect to the nmuers set froth in [Ills Work Letter who, until t'urther notice to Tenant, shall have fill authority and responsibility to ant on belmlfol•
<br />Ile Landlord its required in this Work Leiter
<br />5.2 Tenant's Elmo tint, tile Pren,isw Yrin• to Substantial Crionlikilioll. Provided that Tenant m,d Tenant's Agents do not
<br />interfere In any vspuct with Canlroctor's work (at- perforninnce ol•the Tenant Improvements) in the Building and the Premises. Landlord shall allow
<br />Tenant reasonable access to the Premises tit least thirty (30) (lays prior to the Subsantial Congsletimn Ibr (he purpose ol• T'ennnt fnstolliiig over
<br />Silt If'('lire C'vnrer Or—CrovrJ'Sannr Arta /.elan 4 Exhlbil C
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