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EXHIBIT 3
<br />—CONSTRUCTION; DCLIVCRV Op PIi,-_CMJgES: SUBSTANTIAL COMPLETION (INCH LIST ITCMS
<br />3.1 ermit., Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the
<br />Appropriate governmental eolilies and otherwise apply for all applicable building and other permits and approvals (collectively, "Permit&") (if any)
<br />necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the
<br />Tenant improvements, Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant If say Pemlit (including, without
<br />limitation, any buliding permit, certificate o f occupancy, or equivalent) is not timely or otherwise Issued.
<br />3.2 Landlord's selection and Retentlon artht gontractig,.
<br />3.2.1 Landlord shall submit the Construction Drawings for tie Premises on a fixed contract amount (or OMAX) basis to a
<br />general contractor selected by Landlord (the "Contractor'), which Contractor shall be independently retained by Landlord (pursuant to such
<br />construction contract form as Landlord shall In good faith determine) to construct the Tenant Improvements in accordance with the Contraction
<br />Drawings. Landlord reserves the rfght to designate the subcontractor or subcontractors to perform particular trades (or components of) the Tenant
<br />Improvements such as fire/life safety, FIVAC, structural and electrical work.
<br />3.2.2 Landlord mserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the
<br />Contractor for nonperfomhance (as determined in good faith by Landlord) and in such case Landlord may select another general contractor to
<br />complete the Tenant Improvements, Notwithstanding oily provision of tills Work Utter to the contrary, Tenant hereby waives all claims against
<br />Landlord, and Landlord still)[ have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of any Contractor
<br />(or Any subcontractor lheeeoq for any reason,
<br />3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code g i 720.2, the following shall Apply:
<br />(a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with)
<br />prevailing wage requirements and be subject to restrictions and pcnahles In accordance with §1770 et seq. of the Labor Code which requires
<br />prevailing wages be paid to appropriate work classfficalions In all bid specifications and subcontracts.
<br />(b) Landlord shall require the Contractor to flamish oil &al)centractors/employees a copy arthe Department of
<br />Industrial Relations prevailing wo-e rates which Lessor will post at lie Job site. For further information on prevailing wage:
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<br />(c) Landlord shall require the Contrectar to comply, with (and to cause its subcontractors to comply with) the
<br />payroll record keeping and availability requirement of §1776 of [lie Labor Coda,
<br />(d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessodcono•Aetor to) make travel
<br />and subsistence payments to workers needed for performuace of work in accordance with the labor Code.
<br />(e) Prior to conhmeucement of work, Landlord shall require the Contractor to contact the Division of
<br />Apprenticeslhlp Standards and comply with § 1777.5, §1777,6, and § 1777.7 of the Labor Coda and Applicable Regulations,
<br />3.3 Dcfvery of P • miser• suhstnntial Com hlcfinn Pinch 1'st Items,
<br />3.31 Delivery at' Premises. Landlord shall deliver the Premises to Tenant upon Substantial Completion of the 'Tenant
<br />improvements. Subject to Landlord's obligations under this Work Letter (including Landlord's chtgatiousto perfamn(m'causa to he performed) the
<br />Landlord's Work and to construct (or cause to be constructed) die Tenant Improvements in accordance with the Construction Drawings) and to All of
<br />Landlord's other express obligations under the Lease (including, tinder Section9 of the Lease), Landlord shall have no duty or obligation to
<br />Improve, or pay for any improvement Far, the Prenises or any portion thereof and Tenant shall accept the same in its TennnL shall accept the
<br />Premises in its, then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS",
<br />3.3.2 uhstnnlinl Cmnulation. For purposes of thls Lease, "Substanlial Completion" shall occur upon (And the promises
<br />shall be "SolaiNn[inlly Cornpleie" upm)) the substandi d completion of construction of [he Tenant Improvements pursuant to the Approved Working
<br />Drawings, as evidenced by a 41sign,11" on the building permit card by an Inspector of the applicable governmental authority (typically the city in
<br />which the Building is located)• with he oxceptlun of any punch List Items (da(ined below) and Any tenant fixtures, work•sualon, bulk-Ift furniture,
<br />or equipment to be Installed by Tenant or under Iho supervision of Con tractor.
<br />3.3,3 I'r tch Lhl items. Alter the Substantial Completion by Landlord of the Tenant Inlprovenants. repmsentatives of
<br />Landlord, 'tenant and the Contractor shall completely inspect the promises and complete a list (the opmteh List") oral) Punch List items (detAad
<br />below). Autitorized represen tetvcs' of Landlord. Ten aI tint] the Con a•actur'shall execwesaid Punch List m 11 d to
<br />Listte their approval thereof. Landlord
<br />shall cause the Contractor m canrpicte all Punch List Items described oil the Punch Listre soon AS reasonably possible following the approval orsuch
<br />Patch Lis(. As used herein. "Punch List Items" nieuns all items of construction which entail one or more details of consuvction, decoration,
<br />mechanical Adjustment or installalion than tin not mmerially and adversely affect the use slid occupancy of any portico or[he Premises liver the normal
<br />candacL orTenant's business.
<br />161 O'Ch re C3 L'xh ibis C
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