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EXHIBIT 3
<br />Tenant Impravemont Costs (darned below) (slid all other mats or expenses Incurred by Tenant in connection with the design and construction of the
<br />Tenant Improve men is) in excess of pie Allowance Amount ("rxcess'ran Ant Improvement Costs") in Accordance with Ilia provisions of this Work
<br />Letter. Landlord shall have no obligation horaundw• to make any payments or disbursements, or to lucur any obligation to make any payment or
<br />disbumcnrent in connect lon with ilia design and cons illoilan of the Tenant Improvements, In a total amount which exceeds the Allowance Amount,
<br />In any even[, at all limes Ton ant shall pay and satisty in fulion a timely basis all alaligollons far payment incurred by Ten ant in connection with the
<br />design and construction oft lie Tenant Improvements, "Landlord's Architect" means the Cie all Red I ceased architect designated by Landlord from
<br />I me to time as Landlord's Architect.
<br />2.1,2 "Tenant Improvement Costs" means the following: (i) the fees oftha Architect and the Engineers In excess of the
<br />Space Planning Allowmicc; (ii) Landlord's customary supervision fee (the "Supervision Fee") in an aulotimequal to threeperearit (3%) of the tetaI
<br />Tenant Improvement Costs (excluding die Supervision Pee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord and Landlord's Considers It connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or
<br />modifications in or to ilia Common Areas or Base Building when such Changes are required In connection with the Tenant Improvements (which
<br />shall Include, without limitation, any modifications or alterations to the path ortravel frumflo public transportation and public rights -of -way, parking
<br />And rostroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to ilia Construction
<br />Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant improvements (without regard to
<br />the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection
<br />costs, trash •removal costs, parking fees, after-hours utilities usage, and conlrwars' fees and general conditions; (vii) die cost of cable And other
<br />telecommunications lines Installed as pat of Ilse Tenant Improvements, but specifically excluding Any costs in connection with the installation of
<br />Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vl() plan check, permit fees, license fees, Title 24 fees and use
<br />taxes; and (ix) the cost of installing Building Standard windowcoverings; and (x) the costs orthe tenatl demising walls and public corridor walls and
<br />materials to be installed on the second poor relating to the drywall and any finishes And hardware on the Premises side of such walls as designated by
<br />Landlord,
<br />2.2 Pliyment of Excess Tenant Improvement Costs by Tenant. Prior to commencement of performance of the Tenant
<br />Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the
<br />entire Estimated Excess Tenant Improvement Cost (darned in Section 3 2 1 below). Ifni any time during die course of performance or dis Tenant
<br />Improvements, Landlord In good faith detorridnes that the Excess Tenant lmprovemem Costs to be Ineumed In connection with performance critic
<br />Tenant improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section
<br />,2.2, then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord in cash the Amount of
<br />such excess. Any rdlure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 23.2
<br />below) within the time periods speelfied above shall be treated as failure to pay Real when the spore is due under the Lease, and notwithstanding
<br />anything in this Work Lotter Orbits Lease to the contrary, (a) Landlord shall have the riglu to require the Contractor (defined below) to discontinue its
<br />parformanee of the Tenatht Improvements until such time as Tenant oonnplies with the requiranents of this Section 12, (b) any delays associated with
<br />Any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (a) Landlord shall not be liable
<br />to Tenant for any additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from any such
<br />discontinuance by Landlord under this SectJon 2 2•
<br />2.3 Disbursement; Rccone)liptlon or Costs. Landlord shall have the right to disburse the Allawance Amount time tier with all
<br />Deposits previously made by Tenant (collectively, the "'tenant Credit Amount") for such Tenant Improvement Costs and In such order As Landlord
<br />sliall daterimine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die'°TI Cost I1ecouallfild0a") the total Tenant
<br />Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount.
<br />2.3.1 If the TI Cost Reconciliation indicates that the total Tenant Improvement Costs incurred or disbursed by Landlord
<br />hereunder exceed the Tenant Credit Amount, Tenant shall pay in Cush to Landlord, the Amount of the excess within three (3) business days of
<br />Landlord's written request therefor,
<br />2.3.2 If the TI Cost Reconciliation indicates that the Tonnnt Credit Amounl exceeds die total Tenant Improvement Costs
<br />Incurred or disbursed by Landlord hereunder, then: (a) to the extent of oily Deposits made by Tenant, Landlord shall promptly return (or at
<br />Landlord's election, credit against Tenant's obligaduns to pay Rent next corning due) the Amount Creech excess Deposits to Tenant, and (b) to the
<br />extent tint the 'I'I Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred m• disbursed by
<br />Landlord hereunder (any such excess the "Unapplied Allowance Amount"), then Tenant shall have the right, exercisable on or before the first (111)
<br />anniversary of the Commencement Date to daliver u Disbursement Request (together with all arthc other items described in Section 2 3.1 above)
<br />requesting: (i) disbursement of rinds from the Unapplied Allowance Amount liar (A) Tenant Improvement Costs pald directly by Tenant; (II)
<br />disbursement of up to $193,210.0g (Le., $10.00 per RSF in the Initial Prenhims) from the Unapplied Allowance Amount for FF&E Costs (defined
<br />below) Incurred by Tenant; and/or (iii) disbursement of up to $94,405,00 (i.e., $d.00 par RSr In the Initial Premises) from die Unapplied Allowance
<br />Amount for Cabling & Moving Costs (donned below) Incurred by Tcnanl; provided thal, for ilia Avoidance of doubt, Landlord shall have no
<br />obligation under this Section 2.3.2 or otherwise to: (A) disbm'se any Amount in excess of ille Unapplied Allowance Amount, (B) disburse more than
<br />ilia amount spocilicd in clause (11) above lux FF&E Costs. (C) disburse more than the Amnon speeilwil in clause (!if) Above for Cabling and Moving
<br />Costs, ( D) disburse oily rands li•onn the Unapplied Allowance Anaam for which Tenant first requests disbursement oil or Alter the first Anniversary of
<br />ilia Commencement Data "FF&E Casts" means Costs Incurred by 'Tenant fix Ibrnhure, fixtures and equipment and cabling for the Premises, and
<br />"Cabling & h4uving Costs" means costs ineuried by Truant for cabling installed in the Premises And ur for Tcnant's move into the Promises,
<br />2.3.3 Notwithstanding anything to the conlrury in this Work Letts, (or in oily other provisions ul'this Lease), 11'the
<br />Allowance Amount exceeds the tool Tenant Improvmnerl Costs incurred or dishursed by Landlord heraunder plus any amounts disbursed to Tenant
<br />under5eclion 2.33 above, Tonnut shall not be entitled to any credit Against o•abntemcnt of Real.
<br />401 WCAdr CenrrrDr—Cq OfSanfeivrwr Lease
<br />Exhibit C
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