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engineering and consultant fees associated with the preparation of the Plans; (b) governmental <br />agency plan review, permit, license and other fees (including, without limitation, any charges <br />required by any governmental entity or authority having jurisdiction over the Premises); (c) sales <br />and use taxes; (d) insurance costs and expenses; (e) testing and inspecting costs; (f) costs and <br />expenses of material and labor, including without limitation, General Contractor’s profit and <br />general overhead; (g) costs and expenses associated with the compliance with applicable Laws; <br />(h) costs and expenses of alterations of the Premises and all life safety systems necessitated by <br />any applicable Law; (i) costs and expenses associated with any modification or addition to the <br />Premises or any street or public right of way; (j) all costs and expenses of construction work <br />required to complete the Work; (k) costs and expenses of Lessee signage, if any; (I) costs and <br />expenses associated with the placement of any new, additional or supplemental mechanical, <br />electrical, plumbing or life safety systems on the Premises, including, without limitation, costs <br />associated with any repair or replacement of any HVAC units or systems, and running piping and <br />conduit to such systems (the location for such piping and conduit shall be selected by Lessor); <br />(m) costs and expenses associated with any Lessee Changes or Lessor Changes; and (n) any out- <br />of-pocket costs and expenses incurred by Lessor or Lessor’s consultants associated with the <br />review of the Plans. Lessor proposed that the entire Cost of Work would be $8,500,000 for the <br />completion of the Work (“Cost Estimate”). Any changes to the scope of Work that would <br />increase the “Cost Estimate” must be approved in writing by Lessee prior to commencement of <br />such extra Work ("Change Order”) provided, however, that Lessor and Lessee also agree to a <br />10% contingency amount equal to $850,000 (“Contingency Amount”), which such Contingency <br />Amount may be incurred in connection with any Lessor Change, and is to be paid and reimbursed <br />to Lessor by Lessee, without such prior written approval of Lessee. Concurrently upon the <br />execution of this Lease, Lessee shall deposit with Lessor, the sum of $850,000, which such <br />amount shall be a “retainer” against fees and costs incurred by Lessor in connection with Lessor’s <br />completion of the Work. All Work shall be completed by a general contractor chosen by Lessor <br />but approved by Lessee, which approval shall not be unreasonably withheld, conditioned or <br />delayed (the “General Contractor”). Lessor shall be required to obtain the required permits for <br />the Work, with any costs and expenses included within the Cost Estimate. Lessee hereby <br />approves Bentley Construction as the General Contractor. Lessee must arrange with an insurance <br />company to provide the coverage required under the Lease, the cost of which is not included in <br />the Cost Estimate. Prior to the start of Work, Lessor must receive the certificates of insurance <br />required under the Lease. Such certificate of insurance shall name Lessor as additional insured. <br />Lessor shall cause the General Contractor to perform all Work in a good and workmanlike <br />manner and in accordance with good industry practice, applicable Laws and the Lessor’s Work <br />Standards, and in material compliance with die Plans. Lessor shall deliver to Lessee a request for <br />payment from the General Contractor, approved by Lessor, showing the schedule, by trade, of <br />percentage of completion of the Work and the cost of labor rendered and materials delivered to <br />the Premises for which such payment is being requested, which such request for payment may be <br />submitted weekly and on or before the seventh (7th) Business Day after receipt of such request <br />for payment, Lessee shall deliver a check to Lessor made payable to either Lessor or General <br />Contractor, the amounts so requested by Lessor, During the construction of the Work, Lessor’s <br />Representative and Lessee’s Representative shall meet as often as deemed reasonably necessary <br />by Lessor and/or Lessee to discuss construction progress. For purposes hereof, “Substantial <br />Completion” (and any correlative variations thereof) of the Work shall mean completion of <br />construction of the Work in material compliance with the Plans, with the exception of any Punch <br />List Items. For the purposes hereof, the term “Punch List Items” shall mean minor details of <br />construction or decoration or mechanical adjustments that can reasonably be completed after the <br />date Lessee commences its operations within the Premises without causing substantial <br />interference with Lessee’s operations at the Premises. Lessor shall use its good faith efforts to <br />12926447.1 <br />8