|
39.4 Assignment of Warranties. Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant
<br />all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against
<br />Landlord refiling to, or arising out of the construction of, the Tenant Improvements,
<br />SECTION 4
<br />TIME: DELAYS
<br />4.1 Time.
<br />4.1.1 Time or the Essence in This Work Letter. Unless otheiwise indicated, all references herein to a "number of days"
<br />shall mean and refer to calendar days. In all instances where Tenant Is required to approve or deliver an item, F 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 am specified
<br />herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or
<br />submission iu question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable
<br />diligence; provided, however, in no case shall such period ever be less than five (5) business days,
<br />4.1 .2 Time Deadlines. Tenant shall use its best, good faith, efforts and 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, and, 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 sane.
<br />4.2 Delays.
<br />4.2.1 Tenant Delayer, A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission
<br />orTetant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring
<br />Tenant's approvnl hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant;
<br />(d) any requirement orTenant 1'or materials, components, finishes or improvements which are not available within o commercially reasonable period,
<br />or which are different from, or not included in, the Building Standards; (e) changes to the Base Building and/or Building Systems required by the
<br />Final Space Plan, the Approved Woidng Drawings for any Changes); (f) any unreasonable interference by Tenant or any of Tenant's Agents with
<br />the performance of tlhe Tenant hnprovements; or (g) any other event specified In this Work Letter to be a Tenant Delay.
<br />4.2.2 Landlord Delays. A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's
<br />failure (for tiny reason outer than a Tenant Delay or a Farce Majeure Delay) to approve any matter requiring Landlord's approval under this Work
<br />Letter within 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 "rennin's performance of any ofits obligations under this
<br />Work Letter; m• (c) any otter failure by Landlord, which pursuant to the tenths 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 of the claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the
<br />existence of the claimed Landlord Delay and the probable estimated duration of such claimed Landlord Delay.
<br />4.29 Force Majeure Delays. A "Force Nlnjeure Delay" means any: (a) actual delay attributable to any strike, lockout or
<br />other labor or industrial disturbance (whether or not on the part of the employees oreither party hereto) other than any such disturbance caused by or
<br />related to nary deflult or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or
<br />contractors 6r claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage,
<br />blockade, or embargo, (c) actual delay attributable to lightning, earthquake, fro, storm, hurricane, tornado, flood, washout or explosion, or (d) actual
<br />delay Caused by governmental delay in the issuance of the Pewits not due to the fault or negligence Of'Tenant or any Tenant's Agents (irclainsed by
<br />Tenant) or gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (c) any delay due to any other similer cause heyond the
<br />reasonable control of' the party from wbom performance is required, and beyond the reasonable control of its contractors and representatives
<br />(including, without limitation, in the case of Tenant, the Tannin's Agents). Notwithstanding any provision of this Work Letter to the contrary, in tie
<br />event that Lilly party, claims that it has suffered a Force Majourc Delay, such party shall, ns a condition of the effectiveness of such Force Majeure
<br />Delay. within three (3) days ordiscovery, orthe source of such delay, notify the other pity hereto in writing of the existence ot'sach l7orce Majem•e
<br />Delay. the nature of the steps being taken by such party to minimize Stroh delay slid the probable estinated duration of such Force Majeure Delay,
<br />SECTION 5
<br />CE NERAL PROVIS IONS
<br />5.1 12corusenhriives. Tenant has designated DEBORAH SANCI-I Ii 2. ECONOMIC DEVI:iLOPMENI' SPECIALIST Ill ns its sole
<br />representative Willa respect to the matters set forth In this Work Letter, who, until further notice to Landlord, shall have full authority and
<br />responsibility to act on behall'of the 'Tenant as required in this Work Letter, Lundkod has designated "Fed Bischak as its sole representative with
<br />respect to the msuurs set firth in this Work Letter who, until further notice to Truant. shall have fill authority and responsibility to act on behalf or
<br />the Landlord as mquiral in V4 Work Letter
<br />5.2 Tenant's Entry into the promises Prior to Substantiol C'onudetlnn. P ovided that Tennnt and TennnCs Agents do not
<br />interfere in any respect with Contromor's work (or performance orlhe Tenant Improvements) in the Building and the Premises. Landlod shall allow
<br />"tenant reasonable access to the Premises at least thirty (30) clays prior to the Subsintlel Completion for the purpose of Tenant Insmilina over
<br />801 WC'iric Cewe,-D, — Cull' ufSann Alia Lease 4 Ezh ibis C
<br />
|