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Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction of the
<br />Tenant Improvements) in excess of the Allowance Amount ("Excess Tenant Improvement Costs") in accordance with the provisions of this Work
<br />Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to incur any obligation to make any payment or
<br />disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount.
<br />In any event, at all times Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the
<br />design and construction of the Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord from
<br />time to time as Landlord's Architect.
<br />2. L2 "Tenant Improvement Costs" means the following: (i) the fees of the Architect and the Engineers in excess of the
<br />Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision Fee") in an amount equal to three percent (3%) of the total
<br />Tenant Improvement Costs (excluding the Supervision Fee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or
<br />modifications in or to the 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 of travel from/to public transportation and public rights-of-way, parking
<br />and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Consthiction
<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 contractors' fees and general conditions; (vii) the cost of cable and other
<br />telecommunications lines installed as part of the 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); (viii) plan check, permit fees, license fees, Title 24 fees and use
<br />taxes; and (ix) the cost of installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor walls and
<br />materials to be installed on the second floor relating to the drywall and, any finishes and hardware on the Premises side of such walls as designated by
<br />Landlord.
<br />2.2 Payment 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 (defined in Section 3.2.1 below). If at any time during the course of performance of the Tenant
<br />Improvements, Landlord in good faith determines that the Excess Tenant Improvement Costs to be incurred in connection with performance of the
<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 failure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2
<br />below) within the time periods specified above shall be treated as failure to pay Rent when the same is due under the Lease, and notwithstanding
<br />anything in this Work Letter or the Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its
<br />performance of the Tenant Improvements until such dine as Tenant complies with the requirements of this Section 2.2, (b) any delays associated with
<br />any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (c) 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 Section 2.2.
<br />2.3 Disbursement: Reconciliation of Costs. Landlord shall have the right to disburse the Allowance Amount together 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 />shall determine. Following final completion of the Tenant [improvements, Landlord shall reconcile (the "TI Cost Reconciliation") 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 cash 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 TT Cost Reconciliation indicates that the Tenant Credit Amount exceeds the total Tenant Improvement Costs
<br />incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at
<br />Landlord's election, credit against Tenant's obligations to pay Rent next coming due) the amount of such excess Deposits to Tenant, and (b) to the
<br />extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by
<br />Landlord hereunder (any such excess the "Unapplied Allowance Amount"), then Tenant shall have the right, exercisable on orbefore the first (14)
<br />anniversary of the Commencement Date to deliver a Disbursement Request (together with all of the other items described in Section 2.3.1 above)
<br />requesting: (i) disbursement of funds from the Unapplied Allowance Amount for (a) Tenant Improvement Costs paid directly by Tenant; (ii)
<br />disbursement of up to $193.210.00 (i.e., $10.00 per RSF in the Initial Premises) from the Unapplied Allowance Amount for FF&E Costs (defined
<br />below) incurred by Tenant; and/or (iii) disbursement of up to 596.60500 (i.e., $5.00 per RSF in the Initial Premises) from the Unapplied Allowance
<br />Amount for Cabling & Moving Costs (defined below) incurred by Tenant; provided that, for the avoidance of doubt, Landlord shall have no
<br />obligation under this Section 2.3.2 or otherwise to: (A) disburse any amount in excess of the Unapplied Allowance Amount, (B) disburse more than
<br />the amount specified in clause (ii) above for FF&E Costs, (C) disburse more than the amount specified in clause (iii) above for Cabling and Moving
<br />Costs, (D) disburse any funds firm the Unapplied Allowance Amount for which Tenant first requests disbursement on or after the first anniversary of
<br />the Commencement Date. "FF&E Costs" means costs incurred by Tenant for furniture, fixtures and equipment and cabling for the Premises, and
<br />"Cabling & Moving Costs" means costs incurred by Tenant for cabling installed in the Premises and orfor Tenant's move into the Premises.
<br />2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions of this Lease), if the
<br />Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenant
<br />under Section 2.3.2 above, Tenant shall not be entitled to any credit against or abatement of Rent.
<br />801 JV Civic Center Dr—City of Sana Ana Lease 2 Exhibit C
<br />25B-30
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