TeleNav 2011 Annual Report Download - page 171

5.2. Compliance. Subject to Landlord’s obligation to fund the Allowance and complete the Landlord’
s Work and to remedy any
deficiencies in the Required Delivery Condition as provided in Section 1.1.2
of the Lease: (a) the Tenant Improvement Work shall comply in all
respects with (i) all applicable Laws; (ii) all applicable standards of the American Insurance Association (formerly, the National Board of Fire
Underwriters) and the National Electrical Code; and (iii) all applicable building material manufacturer’
s specifications; and (b) without limiting
the foregoing, if, as a result of Tenant’
s performance of the Tenant Improvement Work, Landlord becomes required under Law to perform any
inspection or give any notice relating to the Premises or the Tenant Improvement Work, or to ensure that the Tenant Improvement Work is
performed in any particular manner, then Tenant shall comply with such requirement on Landlord’
s behalf, and promptly thereafter provide
Landlord with reasonable documentation of such compliance.
5.3 Inspection by Landlord or Tenant .
Notwithstanding any contrary provision of the Lease or this Tenant Work Letter,
Landlord, at any time and without notice to Tenant, may enter the Premises to inspect the Tenant Improvement Work. Neither Landlord’
s
performance of such inspection nor its failure to perform such inspection shall result in a waiver of any of Landlord’
s rights hereunder or be
deemed to imply Landlord’s approval of the Tenant Improvement Work. Without in any way limiting Tenant’
s Repair Obligations or the
obligations of Tenant set forth in Article 25
of the Lease, if, by notice to Tenant, Landlord reasonably identifies any failure of the Tenant
Improvement Work to comply with the Plans therefore or any Law applicable thereto at the time of issuance of the Permits therefor and notifies
Tenant of such fact at any time prior to the 180th day following the Lease Commencement Date with respect to 920 and 950 DeGuigne or at any
time prior to the 180th day following the substantial completion of the initial Tenant Improvements for 930 DeGuigne, or if at any time any
governmental authority determines that the Tenant Improvement Work does not comply with the Laws applicable thereto at the time the Permit
is issued, then Tenant shall promptly cause the Contractor to correct such defect at no expense to Landlord. Notwithstanding any contrary
provision of this Tenant Work Letter, if a defect in the Tenant Improvements so identified by Landlord might adversely affect the Base Building
or any Building Systems, or might give rise to liability on the part of Landlord to any third party, and Tenant does not undertake to correct the
defect within 5 business days following written notice to Tenant (or, in the event of an emergency, within such period of time as is reasonable
under the circumstances and without notice), then (a) Landlord, at Tenant’
s expense, may take such action (including suspension of the Tenant
Improvement Work) as Landlord reasonably deems necessary to correct such defect, and (b) until such defect is corrected, Landlord shall have
no obligation to disburse any portion of the Allowance in payment of such defective work.
5.4 Meetings
. Commencing upon execution of this Tenant Work Letter, Tenant shall hold weekly meetings with the Architect
and the Contractor regarding the progress of the preparation of Plans, the obtaining of the Permits, and the performance of the Tenant
Improvement Work. Such meetings shall be held at a location designated by Landlord and at a reasonable time of which Tenant shall provide
Landlord with at least three (3) business days’ prior notice. Landlord may attend such meetings, and, upon Landlord’
s request, Tenant shall
cause Tenant’
s Agents to attend such meetings. Tenant shall cause minutes of such meetings to be prepared and copies thereof to be delivered
promptly to Landlord. One such meeting per month shall include a review of the Contractor’s current request for payment.
5.5 Additional Covenants .
Within 10 days after completing the Tenant Improvement Work, Tenant shall cause a Notice of
Completion to be recorded in the office of the Recorder of the county in which the Project is located, in accordance with California Civil Code
§ 3093 or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may
execute and file the same on behalf of Tenant as Tenant’s agent for such purpose, at Tenant’
s expense (subject to application of the Allowance as
permitted hereunder). Within 30 days after completing the Tenant Improvement Work, (a) Tenant shall cause the Architect and the Contractor to
(i) update the Approved Construction Drawings as necessary to reflect all changes made to the Approved Construction Drawings during the
course of construction, (ii) certify to the best of their knowledge that the updated drawings are true and correct, which certification shall survive
the expiration or termination of the Lease, and (iii) deliver to Landlord two (2) CD ROMS of such updated drawings in accordance with
Landlord’
s CAD Format Requirements (defined below); and (b) Tenant shall deliver to Landlord copies of all warranties, guaranties, and
operating manuals and information required from the Contractor relating to the improvements, equipment, and systems in the Tenant
Improvement Work. Tenant’
s cost of preparing such updated drawings and CD ROMS are Allowance Items. Within 30 days after completing
the Landlord’
s Work, (a) Landlord shall cause its architect and contractor to (i) update any drawing previously provided to Tenant for any
changes in the work shown thereon during the course of construction of Landlord’
s Work, and deliver to Tenant two (2) CD ROMS of such
updated drawings in accordance with Landlord’
s CAD Format Requirements; and (b) Landlord shall deliver to Tenant copies of all warranties,
guaranties, and operating manuals and information relating to the Premises or the Landlord’s Work that are applicable to Tenant’
s repair
obligations under the Lease. For purposes hereof, “ Landlord’s CAD Format Requirements ”
shall mean (w) the version is no later than
current Autodesk version of AutoCAD plus the most recent release version, (x) files must be unlocked and fully accessible (no “cad-lock”, read-
only, password protected or “signature” files), (y) files must be in “.dwg” format, and
Exhibit B
9