TeleNav 2011 Annual Report Download - page 167

approved by Landlord. No revision may be made to the approved Construction Drawings (the “ Approved Construction Drawings ”)
without
Landlord’
s prior consent, which consent shall be given or withheld in accordance with the procedure for resubmitted Construction Drawings set
forth above. Notwithstanding anything to the contrary in this Work Letter, (a) Landlord’s withholding of consent [*****]
shall be deemed
reasonable [*****] is not consistent with and a logical evolution of [*****] or would materially and adversely affect [*****] and (b) Landlord’
s
withholding of consent [*****] shall be deemed reasonable [*****] the planned work shown [*****] (1) is not consistent with and a logical
evolution [*****], (2) would materially and adversely affect [*****] or (3) materially differs from the work approved by Landlord [*****].
2.4 Permits
. Tenant shall submit the Approved Construction Drawings to the appropriate municipal authorities and otherwise
apply for and obtain from such authorities all applicable building permits necessary to allow the Contractor to commence and complete the
performance of the Tenant Improvement Work (the “ Permits ”).
Tenant shall coordinate with Landlord in order to allow Landlord, at its option,
to take part in all phases of the permitting process and shall supply Landlord, as soon as possible, with all plan check numbers and dates of
submittal; provided, however, Landlord shall not unreasonably delay the completion of the Tenant Improvement Work as a result of any such
participation in the permitting process. Notwithstanding any contrary provision of this Section 2.4
, Tenant, and not Landlord or its consultants,
shall be responsible for obtaining any Permit or certificate of occupancy; provided, however, that Landlord shall cooperate with Tenant in
executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any Permit or certificate of
occupancy; and provided, further, that the foregoing is not intended to relieve Landlord of the obligation to perform Landlord’
s Work as required
hereunder, including if Landlord’s failure to do so interferes with Tenant’
s obtaining any Permit or certificate of occupancy. Tenant shall not
commence construction until all Permits for the Tenant Improvement Work are obtained.
3.1 Selection of Contractors.
3.1.1 The Contractor . Tenant shall retain a general contractor (the “ Contractor ”)
to perform the Tenant Improvement
Work (i) in and to the 920 DeGuigne Building and 950 DeGuigne Building as soon as reasonably practicable following the Premises Delivery
Date, and (ii) in and to the 930 DeGuigne Building not later than the third anniversary of the Lease Commencement Date. The Contractor shall
be selected by Tenant, by notice to Landlord, from a list of general contractors provided by Tenant and approved by Landlord. For purposes of
this Section 3.1.1 , Landlord’
s approval of a proposed general contractor shall not be considered unreasonably withheld, if such general
contractor (a) does not have trade references reasonably acceptable to Landlord, (b) does not maintain insurance as required under the terms of
the Lease, (c) does not provide current financial statements reasonably acceptable to Landlord, or (d) is not licensed as a contractor in the
state/municipality in which the Premises is located. Tenant acknowledges that the foregoing is not an exclusive list of the reasons why Landlord
may reasonably disapprove a proposed general contractor.
3.1.2 Tenant’s Agents
. All subcontractors, laborers, materialmen and suppliers used by Tenant (such subcontractors,
laborers, materialmen, and suppliers, together with the Contractor, to be referred to herein collectively as “ Tenant’s Agents ”)
shall be
reputable and qualified in their respective trades.
3.2 Construction .
3.2.1 Construction Contract; Contractor’s Budget
. Tenant shall not enter into a construction contract with the
Contractor (the “ Contract ”) unless it complies with Section 3.2.3
below and has been reviewed and approved by Landlord, which approval
shall not be unreasonably withheld. Before commencing construction of the Tenant Improvement Work, Tenant shall deliver to Landlord a
detailed breakdown of the schedule of values, by trade, and, to the extent applicable, by Building, for use pursuant to Section 1.2.1 above (a “
Schedule of Values ”),
of the final costs that will be or have been incurred in connection with the performance of the Tenant Improvement Work
and that form the basis for the amount of the Contract. If the total expected cost of the Tenant Improvement Work as indicated on the Schedule
of Values (the “ Budgeted Cost ”)
exceeds the Allowance, or if the total expected cost of the Tenant Improvement Work applicable to any
Building as indicated on the Schedule of Values exceeds the Building Allowance applicable to such Building (after any allocation by Tenant of
the Unallocated Allowance to such Building, which allocation shall be set forth in the Schedule of Values), such amount shall be deemed the “
Over-Allowance Amount ”. Tenant shall pay directly to Contractor that portion of any Over-
Allowance Amount on the Contract as the
Contractor’
s work progresses, as and when the Allowance is disbursed by Landlord to the Contractor, in an amount for each such application,
equal to
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.
Exhibit B
5
3
CONSTRUCTION.
1