Health Net 2009 Annual Report Download - page 384

11. ALTERATIONS.
(a) Landlord’s Consent. Tenant shall not make any alterations, additions or improvements (collectively, “Alterations”) in
or to the Premises or make changes to locks on doors or add, disturb or in any way change any plumbing or wiring without
obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed
provided that the Alterations: (i) comply with all applicable laws, ordinances, rules and regulations; (ii) will not interfere with
the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iii) do not affect the structural
portions of the Building or the electrical, mechanical or life safety systems of the Building; (iv) do not affect the appearance of
the Building from the exterior thereof; (v) will not cause or involve the release of any Hazardous Material in violation of
applicable laws; and (vi) do not and will not, whether alone or taken together with other improvements, require the construction
of any other improvements or alterations within the Building (unless Tenant agrees in writing to pay the entire cost of the design
and construction of such other improvements or alterations and unless such other improvements or alterations would themselves
satisfy the foregoing criteria (i) through (vi), inclusive).
(b) Certain Alterations Permitted Without Landlord’s Consent. The provisions of Section 11(a) above notwithstanding,
Tenant may make or allow to be made Alterations in or to the Premises without obtaining the prior written consent of Landlord,
but only if such Alterations meet all of the following criteria: (i) such Alterations do not and will not affect the structural or
mechanical systems of the Building; and (ii) the cost of all such Alterations made without the consent of Landlord during any
period of twelve (12) consecutive calendar months does not exceed the sum of Ten Thousand Dollars ($10,000.00). In the event
that Tenant plans to make any Alterations without the prior written consent of Landlord pursuant to the provisions of this
Section 11(b), Tenant shall, within fifteen (15) days prior to the commencement of any work in connection with the construction
and/or installation of any such Alterations, (i) deliver to Landlord a copy of all plans and specifications for such Alterations, and
(ii) provide Landlord with the identity of any contractor or subcontractor to be employed on the work of such Alterations.
(c) Performance of Work. All Alterations shall be made at Tenant’s sole expense and by contractors or mechanics
reasonably acceptable to Landlord. All Alterations shall be made at such times and in such manner as Landlord may from time
to time designate, and shall become the property of Landlord without any obligation to pay therefor at the expiration or earlier
termination of this Lease. All work with respect to any Alterations shall be performed in a good and workmanlike manner, shall
be of a quality equal to or exceeding the then existing construction standards for the Project and must be of a type, and the floors
and ceilings must be finished in a manner, customary for general office use and other uses common to first-class (Class A) office
buildings in the vicinity. Alterations shall be diligently prosecuted to completion to the end that the Premises shall be at all times
a complete unit except during the period necessarily required for such work. If any Alteration requires that any improvement or
modification be made to areas outside of the Premises (including, without limitation, the Building Structure or Building Systems
outside of the Premises) which would not otherwise be required to be made at that time (even if such improvement or
modification would have been required to be made at some later time), then Tenant shall reimburse Landlord for the cost of such
improvement or modification. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances
relating thereto, and no interior improvements installed in the Premises may be removed unless the same are promptly replaced
with interior improvements of the same or better quality. Landlord hereby reserves the right to require any contractor or
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