Common use of Substantial Completion Clause in Contracts

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER Owner determines construction is sufficiently complete, complete in accordance with the Contract Documents and as defined in the Technical Specifications, Specifications so the OWNER Owner may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications Contract Documents (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNEROwner’s intended use of the projectProject, including the intended normal business operations of the projectProject, or detract from the aesthetic appearance of the projectProject) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project Project or such portion thereof as the case may be, have been achieved and issued to OWNER Owner and posted for the project Project or such portion thereof, including, but not limited to, a finding by the building official that the Work does not violate applicable construction and fire prevention standards or other laws that may affect safe occupancy; (b) all elements and project Project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNEROwner’s personnel in the operation of the project Project systems has been completed; and (d) no claims, liens, claims or encumbrances have been filed made, filed, or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER Owner is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER Owner a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER Owner determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER Owner within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER Owner may complete or correct the items and deduct the cost thereof from the Contract amountSum and any payments due the Contractor.

Substantial Completion. A. When, in the opinion of Contractor, the Work is Substantially Complete, Contractor shall prepare a preliminary Punch List of Work remaining to be done and deliver that Punch List to Owner's Representative with a request for evaluation of Substantial Completion. If, in the opinion of Owner's Representative, items on the preliminary Punch List are consistent with Substantial Completion, Owner's Representative shall conduct an Inspection of the Work to evaluate compliance with the Contract Documents. B. The Date Project shall not be considered Substantially Complete until: (1) All utilities and services are connected and operating, (2) All installed equipment has been tested and found to be in working condition, (3) Contractor has completed performance tests required by the Contract Documents, (4) Reports, maintenance manuals, warranties, keys, control devices, and Drawings required by the Contract Documents have been delivered to Owner, (5) Debris, waste, and excess materials have been removed from the site, and (6) Final Inspection has been passed and occupancy has been approved by the public authority. C. If, after Inspection, the Project does not qualify as Substantially Complete, Owner or Owner's Representative shall provide Contractor with a written list of the Work found to be: (1) Incomplete, (2) Out of compliance with the Contract Documents, or (3) Defective in operation or workmanship. Contractor shall complete or correct all Work listed prior to requesting a subsequent Inspection for Substantial Completion. D. Before Owner takes possession or occupancy of the Project, Contractor shall receive a comprehensive Punch List of discrepancies to be corrected or Work to be finished by Contractor and a date for completing this Work. Contractor shall complete and correct items on the Punch List by the designated date. E. The Punch List given to Contractor is a complete and final list of Defective or incomplete Work on the Project. Owner shall be deemed to have accepted Work not on the Punch List. Nothing in this paragraph shall be interpreted as relieving Contractor of the obligation to meet warranty and call-back obligations. F. Contractor shall annotate the Punch List with: (1) A detailed breakdown of the Work required to complete or correct each item, (2) The Subcontractor or trade responsible for the Work, and (3) The dates Work will commence and be finished on each item. No annotation is required for any item on the Punch List which is beyond the control of Contractor. Failure of Contractor to furnish a detailed completion Schedule for items on the Punch List shall constitute grounds for withdrawing acknowledgment of Substantial Completion. G. Owner's Representative will prepare a certificate of Substantial Completion for signature by Owner and Contractor when the Project or a specific portion of the Work Project is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and ready for occupancy. Except as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled otherwise provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation , signing of the project systems has been completed; certificate of completion shall: (1) Transfer to Owner responsibility for maintenance, safety, utility expense, controlling access at the site, and (d2) no liensBegin running of any warranty or call-back period on the Project. H. After Substantial Completion, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the remain responsible for: (1) Damage caused by Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to while completing the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to (2) Safety of crews when completing the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. 7.10.1.1 The Date Authority will promptly issue a written certificate that Developer has achieved Substantial Completion (the “Certificate of Substantial Completion Completion”) upon satisfaction of all of the following conditions for the Project: (a) Developer has completed the Design Work is the date the OWNER determines construction is sufficiently complete, and Construction Work in accordance with the Contract Project Documents and as defined in necessary to satisfy the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work following conditions (including, without limitation, installation and commissioning of all life safety Project equipment and systems required to be installed and commissioned by Developer); (b) all certifications for the Final Design Documents, independent design check of the Final Design Documents, all mechanical, electrical and electronics systems) are operational , and functioning as designed bridge inspection and scheduled in the Contract Documents; load rating reports have been submitted; (c) all instruction lanes of OWNER’s personnel traffic as set forth in the operation of the project systems Design Documents are in their final configuration and Developer has been completed; and (d) no liens, claims or encumbrances certified that such lanes have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work constructed in accordance with the Contract requirements of the Project Documents and are available for continuous use by traffic subject only to Permitted Closures or Closures necessary for Planned Maintenance; (d) Developer has certified that all Design Work and Construction Work for the replacement of ▇▇▇▇▇▇ Spur Rail Bridge has been completed in accordance with the requirements of the Project Documents. When ; (e) certification that all Utility Adjustment Work (excluding any Utility Adjustment Work that relates to the OWNER determines Demolition Work) has been completed in accordance with the requirements of the relevant Utility Adjustment Agreement(s); (f) certification that Developer has received, and paid all associated fees due and owing for, all applicable Governmental Approvals required for maintenance of the Replacement Bridge, and there exists no uncured violation of the terms and conditions of any such Governmental Approval (except to the extent contested in good faith); (g) all plans, manuals and reports for the Maintenance Work or designated portion thereof to be performed during the Maintenance Period have been submitted and, if applicable, approved by the Authority as required under the Project Documents; (h) Developer has prepared, in consultation with the Authority (including as contemplated in Section 7.10.1.6), and submitted the Punch List in respect of the Replacement Bridge in accordance with the procedures and schedules set forth in the Project Management Plan and there remains no Construction Work to be completed other than the Construction Work described in the definition of "Punch List"; (i) all Insurance Policies required under Article 19 (Insurance) for the Maintenance Work have been obtained and are in full force and effect, and Developer has delivered to the Authority verification of insurance coverage as required by Article 19 (Insurance); (j) Developer has certified that it has completed necessary training of personnel that will be performing the Maintenance Work and has provided the Authority with copies of training records and course completion certificates issued to each of the relevant personnel; and (k) the Authority has issued NTP 3, provided that, for the avoidance of doubt, neither the commencement of the Demolition Work nor the achievement of Demolition Completion is substantially completea condition to the achievement of Substantial Completion. 7.10.1.2 Approximately ninety (90) days prior to the date on which Developer expects to achieve all of the conditions to Substantial Completion, it will issue a Developer shall provide written notice to the Contractor establishing Authority so as to allow the Authority to commence its review of those conditions to Substantial Completion amenable to being reviewed at the time of such notice. Notification shall include a list of all requirements that will be achieved to allow the Authority's issuance of a Certificate of Substantial Completion. 7.10.1.3 Sixty (60) days prior to satisfying all conditions of Substantial Completion, Developer shall meet and confer with the Authority to confirm that the list of requirements provided for in Section 7.10.1.2 is in accordance with the Project Documents. Subsequent to this initial meeting, Developer and the Authority will meet, confer and exchange information on a regular basis with the goal being the Authority's orderly, timely inspection of the Project, review of the Final Design Documents and final Construction Documents and determination of whether Developer has satisfied all of the conditions required for the Authority's issuance of a Certificate of Substantial Completion. 7.10.1.4 Developer shall thereafter provide written notification of the day it has satisfied all requirements for the Authority's issuance of a Certificate of Substantial Completion. Within thirty (30) days of receipt of Developer's written notification and all required conditions and submittals per the Project Documents, the Authority shall conduct an inspection of the Project and its components, a review of the Final Design Documents, Construction Documents, other Submittals and such other investigation as may be necessary to evaluate whether Substantial Completion has been achieved. 7.10.1.5 Within this thirty (30) day period, the Authority shall either: (a) issue the Certificate of Substantial Completion, effective as of the date the conditions to Substantial Completion were actually satisfied; or (b) notify Developer in writing of the reasons why Substantial Completion has not been achieved provided that, in the event that any condition has not been satisfied, Developer shall be entitled to resubmit the notification provided pursuant to Section 7.10.1.4 once the relevant condition has been satisfied, whereupon the Authority shall promptly issue a Certificate of Substantial Completion in accordance with this Section 7.10.1.5. If the Authority and Developer cannot agree as to the date of Substantial Completion. The notice , such Dispute shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage be resolved according to the WorkDispute Resolution Procedures provided, and insurancehowever, and shall list remaining items that with respect to be corrected or completed. The Work not fully completed or corrected shall be completed any such Dispute, the Parties may proceed directly to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountrelevant Disputes Review Board.

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. 9.8.1 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER thereof, is substantially complete as defined abovein Subparagraph 8.1.4 of these General Conditions, the Contractor shall prepare for submission to the OWNER Design Professional(s) and Project Manager a list (the “punch list”) of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When Contractor acknowledges that when the OWNER determines Design Professional(s) and Project Manager on the basis of an inspection determine that the Work or designated portion thereof is substantially complete, it will issue and the jurisdictional authority has granted a written notice to total or partial Certificate of Occupancy, the Contractor establishing will then prepare a Certificate of Substantial Completion which includes certifications of all Design Professionals. The Certificate of Substantial Completion shall establish the date Date of Substantial Completion. The notice , shall state the responsibilities of the OWNER State and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, 9.8.2 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor, approval for occupancy by the jurisdictional authority, certification by the Design Professional(s), and after the State has had a reasonable period of time to review and approve the Certificate, the State shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as provided in the Contract Documents. 9.8.3 The State may occupy or use any completed or partially completed portion of the Work at any stage, provided such occupancy or use is consented to by endorsement by the insurer provided property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the State and the Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to have agreed in writing concerning the satisfaction period for correction of the OWNER within the time period allowed Work and commencement of warranties required by the Contract Documents. In the event Consent of the Contractor fails shall not be unreasonably withheld. The process of Substantial Completion and Warranty Phase will apply to complete or correct occupied portions of the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date of d, the all oth portio Ow er g n fo grees to ac § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achieve have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveOwner a § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor shall prepare for submission and the Architect will jointly make an inspection to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section 9.8.3 there is not agreement between or among the Owner, Contractor and the Architect as to whether Substantial Completion has been achieved, the stage of the progress of the Work shall be determined by decision of the Architect. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date 7.1.1 When: (a) the Project is substantially complete and Contractor has complied with all provisions of Substantial Completion this EPC Contract relating to the installation of all components and systems of the Project (except for completion of insulation, painting, final grading and any other portion of the Work not affecting the operability, safety, mechanical and/or electrical integrity of the Project); (b) the Project is mechanically and electrically sound; (c) the date the OWNER determines construction is sufficiently completeProject has completed initial operation, in accordance with the Contract Documents adjustment and testing for Substantial Completion, as defined in Exhibit D hereto; and (d) Contractor has submitted draft as-built drawings and operation and maintenance manuals to the Technical SpecificationsOwner's Representative, so such drafts to be in sufficient detail for Owner to operate and maintain the OWNER may occupy Project; Contractor shall serve notice on the Owner's Representative to that effect. 7.1.2 The Owner's Representative shall inspect the Work within 14 (fourteen) days of receipt of Contractor's notice under Subsection 7.1.1, and shall either: (a) countersign Contractor's notice as described in Exhibit B hereto, at which stage, Substantial Completion shall have occurred as of the date of Contractor's notice; or (b) issue a notice to Contractor specifying the Work which is required to be done to comply with the requirements of Subsection 7.1.1 before Substantial Completion is achieved, in which case Contractor shall be entitled to receive the Owner's Representative's countersignature within 14 (fourteen) days of completion of the Work specified in such notice, and Substantial Completion shall occur on the date of completion of such Work. 7.1.3 Notwithstanding any other provision of this EPC Contract, if the Project has met the requirements set forth in Sections 7.1.1(a), (b) and (d), but due to the occurrence of any of the events described in Section 5.4.1(e) or use (f) Contractor is unable to carry out the Work, or designated portion thereof, testing for its intended purpose, without restriction and all punch list items completed Substantial Completion as defined in Exhibit D hereto within 60 (sixty) days after the Technical Specifications Scheduled Substantial Completion Date (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use taking into account any extensions of the project, including the intended normal business operations Scheduled Substantial Completion Date by virtue of the project, or detract from the aesthetic appearance occurrence of the projectevents described in Section 5.4.1(e) and: or (a) all designated or required governmental certificates of occupancy and other permitsf)), inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. then Substantial Completion date(s)shall be deemed to have occurred, if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the and Contractor shall prepare for submission be entitled to payments corresponding to Substantial Completion under the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountMilestone Payment Schedule.

Substantial Completion. The Date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. 9.7.1 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER of work, is substantially complete as defined abovein Subparagraph 8.1.3, the Contractor shall prepare for submission to the OWNER Project Manager a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When the OWNER Project Manager, on the basis of inspection, determines that the Work or designated portion thereof is substantially complete, it the Project Manager will issue then prepare a written notice to the Contractor establishing the date Certificate of Substantial Completion. The notice Completion of the Work, said time to be within the Contract time unless extended pursuant to paragraph 8.3 of the Work, shall state the responsibilities of the OWNER County and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining fix the time within which the Contractor shall complete the items to listed therein. AIA Document G704, Certificate of Substantial Completion, or other substitute form supplied and required by the County shall be corrected or completedused. The Certificate of Substantial Completion of the Work not fully completed or corrected shall be completed submitted to the satisfaction County and the Contractor for their written acceptance of the OWNER within responsibilities assigned to them in such Certificate. 9.7.2 Upon Substantial Completion of the time period allowed work or designated portion thereof, and upon application by the Contractor and certification by the Project Manager, the County shall make payment, reflecting adjustments in retainage, if any, for such Work or portion thereof as provided in the Contract Documents. In . 9.7.3 When the event Project Manager, on the basis of inspections, determines that the Project or designated portion thereof is substantially complete, the Project Manager will then prepare a Certificate of Substantial Completion of the Project which shall establish the Date of Substantial Completion of the Project and fix the time within which the Contractor fails to shall complete or correct any uncompleted items of the remaining items within Certificate of Substantial Completion of the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date 6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNER’s personnel in establishing Owner's and Design-Builder's responsibility for the operation of the project systems has been completed; Project's security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Upon Substantial Completion of the OWNER and the Contractor for (but not limited to) securityentire Work or, maintenanceif applicable, heat, utilities, damage to any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design-Builder and insuranceOwner have obtained the consent of their sureties and insurers, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design-Builder agree that Owner's use or occupancy will not interfere with Design-Builder's completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date Each of the following conditions must be met for “Substantial Completion” to occur: (a) Mechanical Completion and Phase I Substantial Completion have been achieved; (b) the most recent Completed Performance Test demonstrates concurrent achievement of (i) the Activated Carbon Production Requirement (or the Minimum Carbon Capacity Generation), (ii) the Activated Carbon Specification Requirement, (iii) the Lime Consumption Requirement (or the Maximum Lime Consumption Requirement), (iv) the Net Electrical Output Requirement (or the Minimum Net Electrical Output Requirement), (v) the Environmental Compliance Requirement and (vi) compliance with all Applicable Legal Requirements applicable to Contractor under this Agreement and necessary for the Project to be capable of operations in compliance therewith as applicable and in accordance with Appendix C, all as more particularly set forth in Appendix C; (c) during the Completed Performance Test, (i) the Project, its individual components, systems, subsystem and Equipment were not operated outside their designed continuous rated limits, (ii) only the normal contingent or operating Personnel performing their anticipated normal operations and maintenance activities with respect to the Project were required to operate and maintain the Project during the conduct of such Completed Performance Test and (iii) no temporary or special equipment that is not part of the Work is the date the OWNER determines construction is sufficiently complete, was required to conduct or complete such Completed Performance Test; (d) there are no Liens (except those for which a Contractor ▇▇▇▇ ▇▇▇▇ has been provided in accordance with the Contract Documents terms of this Agreement) resulting from the actions or failure to act of Contractor, its Personnel or any of the Owner Suppliers, other than Liens resulting from the failure of Owner to pay all amounts due to Contractor and/or Owner Suppliers in accordance with the terms of this Agreement; (e) Contractor has provided to Owner special tools and as defined spare parts identified by Owner after review of the special tools and supplier recommended spare parts list provided by Contractor pursuant to Appendix A which are required in connection with the Technical Specifications, so the OWNER Project. Special tools may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (be reconditioned subject to completion of minor punch list items, Owner approval; (f) the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding substantially final Project O&M Manual with respect to the Work. Project and all other Submittals required to be submitted prior to or as a condition of Substantial Completion date(s), if any, are specified elsewhere have been provided. (g) Contractor has completed all Work on or with respect to the Project so that the Project is capable of being operated in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list normal course of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work business in accordance with the Contract Documents. When operating procedures set forth in the OWNER determines that Project operations and the Work or designated portion thereof is substantially completeProject and Prudent Industry Practices, it will issue a written notice to except for any remaining items set forth in the Punch List; (h) Contractor establishing the date of has obtained all Contractor Permits required for Substantial Completion. The notice shall state ; and (i) Contractor has completed the responsibilities training of Owner-provided personnel required for the operation and maintenance of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage Project pursuant to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Appendix A.

Substantial Completion. Landlord shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in accordance with the Final Drawings by the Commencement Date of the Lease as set forth in Section 2 of the Lease (the “Completion Date”), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies and weather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as “Force Majeure Delays”), or (e) any Tenant Delays (defined in Section 7 below). Landlord agrees that the Tenant Improvements shall be constructed (i) in accordance with all Laws, (ii) in accordance with the Final Drawings and (iii) in a good and workmanlike manner. The Date Tenant Improvements shall be deemed “Substantially Complete” on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, final or temporary certificate of occupancy or the written approval evidencing its final inspection on the building permit(s), or the date on which Tenant first takes occupancy of the Premises, whichever first occurs (“Substantial Completion”, or “Substantially Completed, or “Substantially Complete”) and any failure of Tenant to obtain any necessary governmental approvals for installation of Tenant’s nitrogen tank and any failure of Tenant to install the nitrogen tank shall not affect the date of Substantial Completion of the Tenant Improvements, the commencement of the Term or Tenant’s obligation to commence payment of Rent. If the Work is not deemed to be Substantially Completed on or before the date scheduled Completion Date, (i) Landlord agrees to use reasonable efforts to Substantially Complete the OWNER determines construction is sufficiently completeWork as soon as practicable thereafter, (ii) the Lease shall remain in accordance with full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Contract Documents Lease or this Exhibit B as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of all or any portion of the Rent, or otherwise), and (iv) except in the event of any Tenant Delays, which will not affect the Commencement Date but will extend the Completion Date without any penalty or liability to Landlord, and notwithstanding anything to the contrary contained in the Lease, the Commencement Date and the Expiration Date of the term of the Lease (as defined in Section 2 of the Technical SpecificationsLease) shall be extended commensurately by the amount of time attributable to such Force Majeure Delays, so and Landlord and Tenant shall execute a written amendment to the OWNER may occupy or use the WorkLease evidencing such extensions of time, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined substantially in the Technical Specifications (subject form of Exhibit F to completion the Lease. Subject to the provisions of minor punch list itemsSection 10.2 of the Lease, the absence of completion of which does not interfere with OWNER’s intended use Tenant Improvements shall belong to Landlord and shall be deemed to be incorporated into the Premises for all purposes of the projectLease, including the intended normal business operations of the projectunless Landlord, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permitsin writing, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued indicates otherwise to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountTenant.

Substantial Completion. The Date of “Substantial Completion Completion” is hereby defined to be the point at which Lessor has satisfied all of the Work is following conditions: (i) completion of the date the OWNER determines construction is sufficiently complete, Premises in accordance with the Contract Documents and as defined Plans described in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (Paragraph 37(b)(ii)„ subject to completion of a minor punch list items, the absence of completion of which that does not interfere with OWNER’s intended use the ability of the project, including the intended normal Lessee to conduct its business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational Premises and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor punch list shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date within thirty (30) days of Substantial Completion. The notice shall state ; (ii) availability of dial-tone at the responsibilities building (internal phone and data wiring, connections and service are Lessee’s responsibility); and (iii) Issuance of a Certificate of Occupancy, unless Lessor is delayed providing a Certificate of Occupancy as a result of Lessee accessing and/or performing work or pulling permits (or having its contractors or subcontractors perform work or pull permits) within the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage Premises prior to the issuance of a Certificate of Occupancy, such work or permits hereinafter referred to as “Lessee’s Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents”. In the event of such a delay, a Temporary Certificate of Occupancy for the Contractor fails Premises will verify completion of Lessor’s Improvements. In the event that Lessor cannot provide a Certificate of Occupancy or a Temporary Certificate of Occupancy as a result of Lessee’s Work, Lessor’s architect shall inspect the Premises and issue a letter (“Architect’s Letter) verifying that Lessor has completed Lessor’s Improvements. Notwithstanding any Temporary Certificate of Occupancy or Architect’s Letter, Lessee shall diligently pursue obtaining all approvals and/or “sign-offs” for Lessee’s Work necessary to complete or correct enable Lessor to obtain a Certificate of Occupancy for the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPremises.

Substantial Completion. The Date 1. Landlord and Tenant specifically agree that Tenant shall be solely responsible for the installation of Substantial Completion of its server(s) and any associated data cabling (the “Excepted Work”). While the Excepted Work is shall be shown on the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsplans, the absence actual installation of completion such items shall be specifically excluded from the Budget and the scope of which does not interfere Landlord’s Work and shall be performed by Tenant at its sole cost and expense. Except as provided in Paragraph 6(b), the Expansion Premises shall be deemed to have been substantially complete when the work and materials to be provided pursuant to this Exhibit (except for items of work and adjustment of equipment and fixtures that can be completed after the Expansion Premises are occupied without causing substantial interference with OWNERTenant’s intended use of the projectExpansion Premises (i.e., including the intended normal business operations “punch list” items)) have been completed, as reasonably determined by Landlord. 2. If Landlord shall be delayed in completing the work and materials to be provided pursuant to this Exhibit as a result of any of the projectfollowing (each, a “Tenant Delay”): (1) Tenant’s failure to comply with any of the deadlines specified in this Exhibit or with any of the other requirements of this Exhibit or the Lease, (2) Tenant’s request for modifications to plans or working drawings subsequent to the date such plans or working drawings are approved by Landlord, (3) Tenant’s failure to pay when due any amount required pursuant to this Exhibit, (4) Tenant’s request for long lead time materials, finishes or installations, or detract from (5) the aesthetic appearance performance of any work, or the project) and: (a) all designated entry into the Leased Premises, by Tenant or required governmental certificates any person or firm employed or retained by Tenant, then for purposes of occupancy determining the Term Commencement Date and other permitsthe Rent Commencement Date, inspections the work and certifications for the project or such portion thereof as the case may be, materials to be provided pursuant to this Exhibit shall be deemed to have been achieved substantially complete on the date that Landlord determines in its reasonable judgment that such work and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances materials would have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on if such list does delay(s) had not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountoccurred.

Substantial Completion. The Date of 7.3.1 Substantial Completion of shall be achieved not later than the Work Substantial Completion Date set forth in the Project Schedule. 7.3.2 When CM@R considers that the Construction Work, phase, or a portion thereof that City agrees to accept separately, is the date the OWNER determines construction is sufficiently substantially complete, CM@R will prepare and submit to the Project Manager a comprehensive Punch List of items to be completed or corrected prior to Final Completion and Final Payment. Failure to include an item on such Punch List does not alter the responsibility of CM@R to complete all Construction Work in accordance with the Contract Documents. 7.3.3 Upon receipt of CM@R’s Punch List, Project Manager will make an inspection to determine whether the Construction Work, or designated portion thereof, is substantially complete. Project Manager may, at Project Manager’s sole option, be assisted in such inspection by the Design Professional for the Project. If the inspection by the Project Manager discloses any item, whether or not included on CM@R’s Punch List, which is not sufficiently completed in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may that City can occupy or use utilize the Work, phase, or designated portion thereof, for its intended purposeuse, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use CM@R shall complete or correct such item upon notification by Project Manager before issuance of the projectCertificate of Substantial Completion. In such case, including the intended normal business operations CM@R shall submit a request for another inspection by Project Manager to determine Substantial Completion. 7.3.4 The Project Manager will not issue a Certificate of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy Substantial Completion unless and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in until the Work (including, without limitation, all life safety systems) are operational and functioning or separable units or Phases as designed and scheduled provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; is essentially and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially satisfactorily complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines , such that the Work or designated portion thereof Project is substantially completeready for use by City for its intended purpose, it will issue a written notice including, to the Contractor establishing extent applicable to the date Work, the following: all materials, equipment, systems, controls, features, facilities, accessories, and similar elements are installed in the proper manner and in operating condition, inspected and approved; surfaces have been painted; masonry and concrete cleaned with any sealer or other finish applied; utilities and systems connected and functioning; site work complete; permanent heating, ventilation, air condition, vertical transportation, and other systems properly operating with proper controls; lighting and electrical systems installed, operable, and controlled; paving completed, signage installed, and/or other work as applicable, has been performed to a similar state of essential and satisfactory completion. A minor amount of Work, as determined by and at the discretion of the Project Manager, such as installation of minor accessories or items, a minor amount of painting, minor replacement of defective work, minor adjustment of controls or sound systems, or completion or correction of minor exterior work that cannot be completed as a result of weather conditions, will not delay determination of Substantial Completion. The notice shall state the responsibilities If prior written approval is obtained from City for purposes of Substantial Completion, specified areas of the OWNER entire Work or Project may be individually certified as Substantially Complete. In no event may Substantial Completion be deemed to have occurred unless and until: (i) a temporary certificate of occupancy has been issued by the Contractor for appropriate Governmental Authorities (but not limited toas applicable) securityand (ii) all terms and Work required under this Agreement have been fulfilled by CM@R and same approved and accepted by City, maintenance, heat, utilities, damage subject only to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPunch List items.

Substantial Completion. The Date Landlord shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements within a commercially reasonable time (the “Completion Date”), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of Substantial Completion God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy any utility or use other service required for performance of the Work, or designated portion thereofmoratoriums, for its intended purposegovernmental agencies, without restriction delays on the part of governmental agencies and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsweather, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included the lack of availability or shortage of specialized materials used in the Work (includingconstruction of the Tenant Improvements, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction any matters beyond the control of OWNERLandlord, the General Contractor or any subcontractors, or (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s personnel use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the operation of the project systems has been completed; events and matters set forth in Subsections (a), (b), (c) and (d) no liens, claims or encumbrances have been filed or are outstanding with respect collectively referred to as “Force Majeure Delays”). The Tenant Improvements shall be deemed substantially complete on the Work. Substantial Completion date(s), if any, are specified elsewhere in earlier of the Contract Documents. When the Contractor considers date that the WorkGeneral Contractor issues to Landlord a notice of substantial completion, or a designated portion thereof which is acceptable to so long as Tenant may legally occupy the OWNER is substantially complete as defined above, the Contractor shall prepare Expansion Premises but for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Tenant’s Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction date that the building officials of the OWNER within applicable governmental agency(s) issues its final approval of the time period allowed by construction of the Contract Documents. In Tenant Improvements whether in the event form of the Contractor fails to complete or correct the remaining items within the allotted timeissuance of a final permit, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.certificate

Substantial Completion. 38.1 When the Contractor considers the entire Work or any portion thereof Substantially Complete, the Contractor shall notify the Architect and Owner of such condition and request that a certificate of Substantial Completion be issued. Accompanying this notification, the Contractor shall submit a list of all Work not completed or Work that the Contractor believes to be not completed in accordance with requirements of the Contract Documents (the “Work Completion List”). Prior to Substantial Completion and prior to a certificate of Substantial Completion being issued, the Contractor shall complete all training of Owner personnel required by the Contract Documents. The Date Owner may elect at its sole discretion, in writing, to exempt certain portions of the Work from Substantial Completion. If any element is approved for such exemption by the Owner, the Contractor must nonetheless satisfactorily complete this item as a condition for Final Payment. The Owner is not obligated to exempt any elements of the Work. 38.2 Within a reasonable time after being notified, the Architect will review the list of Work not complete and with the Owner, make a preliminary inspection of the Work Completion List and the Work to determine if the list is complete and if the Work is Substantially Complete (the “Preliminary Inspection”). If, in the opinion of the Owner and/or Architect, the Work is not Substantially Complete, the Contractor will be notified of such conditions and will be required to bring the Work to a state of Substantial Completion before a final inspection takes place, at no additional cost to Owner. 38.3 If, after the Preliminary Inspection and joint consultation by and between the Architect and the Owner, in the opinion of the Owner and the Architect the Work is Substantially Complete, the Architect will issue a certificate of Substantial Completion and prepare a punchlist of any Work that it concludes is not in compliance with the requirements of the Contract Documents (the “Punchlist”). The Contractor shall be responsible for completing or correcting all items contained on the Work Completion List as well as the Architect’s Punchlist. 38.4 Upon the issuance of the certificate of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the entire Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined abovethereof, the Contractor Owner shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the assume responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the from Contractor for (but not limited to) security, maintenance, heatutility costs, utilitiesand operations of the facility, damage or that portion of the facility for which Substantial Completion has been granted. The Contractor, however, shall be responsible for any damages caused by the Contractor's efforts to fully complete the Work, and insuranceincluding any clean up costs. The Contractor's insurance will remain in force until the Final Completion of the Work. The Contractor shall remain responsible for any safety precautions associated with the Contractor's completion of any Work. 38.5 If the Architect, through its inspection, finds that the Contractor has failed to achieve Substantial Completion, and shall list remaining items is required to be corrected repeat all or completed. The Work any portion of its Substantial Completion inspection, and provided such failure was not fully completed or corrected caused by the improper actions of the Owner: (i) the Contractor will bear the cost of the repeat inspection(s), which costs shall be completed deducted from any payment then or thereafter due to the satisfaction Contractor; and (ii) the Contractor shall not be entitled to additional Contract Time resulting therefrom. 38.6 Guarantees and equipment warranties required by Section 8 of these General Conditions shall commence on the date the Contractor achieves Substantial Completion of the OWNER within Work or the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted timeCorrection Period Start Date, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountwhichever is later.

Substantial Completion. The Date Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work (other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Premises) has been performed and Landlord has obtained a temporary or final Certificate of Occupancy for the Premises from the City of Austin (or Landlord would otherwise be able to obtain such a certificate but for work not then completed by Tenant’s contractors, vendors, employees or agents). Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedies for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be (i) the resulting postponement (if any) of the commencement of rental payments under the Lease and (ii) the rights expressly provided Tenant in Section 3.A of the Lease. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Landlord Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) andincluding: (a) all designated Tenant’s failure to furnish information or required governmental certificates of occupancy and other permitsapprovals within any time period specified in the Lease, inspections and certifications for including the project failure to prepare or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project approve preliminary or such portion thereoffinal plans by any applicable due date; (b) all elements and project systems included in Tenant’s selection of non-building standard equipment or materials, but only to the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in extent the Contract Documentsavailability of such materials differs from the availability of building standard equipment or materials; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completedchanges requested or made by Tenant to previously approved plans and specifications; and (d) no liens, claims activities or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere performance of work in the Contract Documents. When Premises by Tenant or Tenant’s contractor(s) during the Contractor considers that performance of the Landlord Work, or (e) any acts or omissions of Tenant that delay or prohibit Landlord from obtaining a designated portion thereof which is acceptable to Certificate of Occupancy for the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPremises.

Substantial Completion. The Date Landlord shall cause the Work to be ---------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.5 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.5 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.5 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.6 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof (which the OWNER determines construction Owner shall have agreed to accept separately) is sufficiently complete, complete in accordance with the Contract Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a temporary certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Certificate of Substantial Completion. The Work will not be considered not Substantially Complete if the Owner determines that the Work will not achieve Final Completion on the specified date. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred, if all systems and as defined in parts are not commissioned and usable, including balancing of the Technical SpecificationsHVAC system, so if utilities are not connected and operating normally, if all required occupancy permits or inspections have not been issued and/or passed, or if the OWNER Work is not safely accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in indicate that the Work (includingis Substantially Complete or is acceptable in whole or in part, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims nor does such occupation toll or encumbrances have been filed or are outstanding with respect change liquidated damages owed to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. Owner. § 9.8.2 When the Contractor Design-Builder considers that the Work, or a designated portion thereof which the Owner agrees to accept separately, is acceptable substantially complete, the Design-Builder shall prepare and submit to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER Owner a comprehensive list of items to be completed or correctedcorrected prior to final acceptance, to indicate the readiness level of that part of the Work for Substantial Completion. The failure Design-Builder will further provide a written request to include any have the Owner certify that this Work has reached Substantial Completion and is ready for use or occupancy as applicable. The Owner will then inspect this Work for acceptance as Substantially Complete, pending completion of all work items on such list does not alter necessary for Final Completion. The Design-Builder shall then expeditiously complete all work items necessary in the responsibility judgment of the Contractor Owner to complete achieve Substantial Completion, after which the Owner, upon Substantial Completion, will issue a Certificate of Substantial Completion and the Owner may use and occupy this portion of the Work in accordance with for his beneficial use. If the Contract Documents. When the OWNER Owner determines that the Work or designated portion thereof is substantially completenot Substantially Complete, it the Design-Builder shall expeditiously complete the Work or designated portion, again request an inspection, and pay the costs associated with the re-inspection. § 9.8.3 Once Substantial Completion of the Work has been certified, the Owner and Design-Builder will jointly tour all of the area of the Work and record items still remaining to be finished and/or corrected to achieve Final Completion. This list will be referred to as the Punchlist. The Design-Builder shall expeditiously complete the Punchlist items before the required Final Completion date. Any proposed Punchlist items that the Design-Builder does not agree is his work scope will be identified by the Design-Builder in writing on the Punchlist, which the parties shall endeavor to resolve by negotiation; alternatively, the Owner may remove the disputed items from the Punchlist or direct the Design-Builder to perform such disputed items, and the issue of whether the Design-Builder is entitled to additional compensation for the disputed items shall be subject to Claims resolution as provided in the Design-Build Documents. Any items missed by the inspection but required or necessary for Final Completion of the Contract shall be supplied and installed by the Design-Builder as a written notice to part of the Contractor establishing Contract Sum, notwithstanding their not being recorded on the Punchlist. § 9.8.4 The Certificate of Substantial Completion issued by the Owner shall establish the date of Substantial Completion. The notice , shall state the establish responsibilities of the OWNER Owner and the Contractor Design-Builder for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. Upon execution of the Certificate of Substantial Completion, the Design-Builder shall attach a list of each outstanding and unresolved Claim; any Claim not so attached and identified, other than retainage and the undisputed balance of the Contract Sum identified by Design-Builder in writing at that time, shall be deemed waived and abandoned. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Design-Builder for their written acceptance of responsibilities assigned to them in such Certificate. Upon such written acceptance of the Certificate of Substantial Completion and consent of surety, if any, and upon the Design-Builder’s application, the Owner shall make payment as provided in the Design-Build Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Such payment shall be adjusted for a value of 150% of Work that is

Substantial Completion. The Date Landlord shall cause the Work to be substantially completed on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.6 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.6 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction Landlord shall not be deemed to be in breach or default or the Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of OWNER’s personnel any delay in the operation occupancy (whether for damages, abatement of the project systems has been completed; Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.6 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.7 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Landlord and Tenant shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in accordance with the Final Drawings by the Commencement Date of the Lease as set forth in Section 2 of the Lease (THE "COMPLETION DATE"), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, moratoriums, governmental agencies and weather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant's use or Tenant's specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as "Force Majeure Delays"), or (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, certificate of occupancy or the written approval evidencing its final inspection on the building permit(s), or the date on which Tenant first takes occupancy of the Premises, whichever first occurs ("Substantial Completion", or "Substantially Completed, or "Substantially Complete"). If the Work is not deemed to be Substantially Completed on or before the scheduled COMPLETION DATE, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Work as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease or this EXHIBIT B as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of all or any portion of the Rent, or otherwise), and (iv) except in the event of any Tenant Delays, which will not affect the Commencement Date but will extend the Completion Date without any penalty or liability to Landlord, and notwithstanding anything to the contrary contained in the Lease, the Commencement Date and the Expiration Date of the term of the Lease (as defined in Section 2 of the Lease) shall be extended commensurately by the amount of time attributable to such Force Majeure Delays, and Landlord and Tenant shall execute a written amendment to the Lease evidencing such extensions of time, substantially in the form of EXHIBIT F to the Lease. Subject to the provisions of Section 10.2 of the Lease, the Tenant Improvements shall belong to Landlord and shall be deemed to be incorporated into the Premises for all purposes of the Lease, unless Landlord, in writing, indicates otherwise to Tenant. As soon as practicable after Substantial Completion of the Work is Tenant Improvements, representatives of Landlord and Tenant shall make a joint inspection of the date Premises, and the OWNER determines construction is sufficiently completeresults of such inspection shall be set forth in a written list specifying the incomplete items as well as those items for which corrections need to be made (the "Punchlist Items"). Landlord and Tenant shall promptly approve the written list of Punchlist Items in writing. Landlord, in accordance at its sole cost and expense, shall use commercially reasonable efforts to cause the Punchlist Items to be promptly completed and/or corrected, as applicable. The performance of the work associated with the Contract Documents and Punchlist Items shall be performed in such a manner so as defined not to preclude or substantially prevent Tenant's conduct of its operations in the Technical Specifications, so Premises. Upon the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or Punchlist Items Tenant shall promptly notify Landlord in writing that such portion thereof as the case may be, items have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountTenant's reasonable satisfaction.

Substantial Completion. The Date of ed, the all oth portio Ow er g n fo agrees to a § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achiev have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveOwner § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor shall prepare for submission and the Architect will jointly make an inspection to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date Lessor shall endeavor to cause the Work to ---------------------- be "substantially completed" on or before May 1, 1997, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of Substantial Completion any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Lessor (or beyond the OWNER determines construction is sufficiently completecontrol of Lessor's contractors or subcontractors performing the Work) and also subject to "Lessee Delays" (as defined and described in Paragraph 7 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Second Amendment if and when Lessor's architect issues a written certificate to Lessor and Lessee, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Lessee first takes occupancy of the projectExpansion Premises, including whichever first occurs. If the intended normal business operations of the projectWork is not deemed to be substantially completed on or before May 1, or detract from the aesthetic appearance of the project) and: 1997, (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued Lessor agrees to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Second Amendment shall remain in accordance with the Contract Documents. When the OWNER determines that the Work full force and effect, and (c) Lessor shall not be deemed to be in breach or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities default of the OWNER Second Amendment or this Work Letter as a result thereof and the Contractor Lessor shall have no liability to Lessee as a result of any delay in occupancy (whether for (but not limited to) securitydamages, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected abatement of Rent or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documentsotherwise). In the event the Contractor fails substantial completion of the Work is delayed as a result of any Lessee Delay, the substantial completion of the Work shall be deemed to be the date that the Work would have been substantially complete, but for the Lessee Delay. Lessor agrees to use reasonable diligence to complete or correct all punchlist work listed in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date “Substantial Completion” or “Substantially Completed” as used herein shall mean both (i) delivery of Substantial Completion a factually correct written notice to Tenant of the Work is completion of construction of the date Tenant Improvements in the OWNER determines construction is sufficiently complete, Premises substantially in accordance with the Contract Documents approved T.I. Plans and as defined in Specifications with the Technical Specificationsexception of minor details of construction installation, so the OWNER may occupy or use the Workdecoration, or designated portion thereof, for its intended purpose, without restriction mechanical adjustments and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list punchlist items, the absence of completion of which does items will not materially interfere with OWNERTenant’s intended use of any portion of the Premises for the use set forth in Section 5.1 of this Lease, such notice to be in substantially the form of Attachment “A” hereto, (ii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or equivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the projectPremises, including and (iii) the intended normal business operations Premises is vacant and broom clean. Substantial Completion shall be deemed to have occurred notwithstanding the requirement to complete “punchlist” items or similar minor corrective work. Tenant agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the projectevents described herein (or elsewhere in the Lease) as a “Tenant Delay,” then such delay shall be the responsibility of Tenant. In any such event, or detract from Substantial Completion shall be deemed to have occurred the aesthetic appearance of the project) andearlier of: (a) all designated the date of Substantial Completion or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be required to work on an overtime basis. For the purposes of this Work Letter, a “Tenant Delay” is defined as any delay that actually delays Substantial Completion and project systems included directly results from: (1) Tenant’s failure to comply with any time frames set forth herein or in the Work Lease, (2) any changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such stage, including, without limitation, all life safety systemsany Change Order or changes made to reduce the Preliminary Pricing Plan or the Estimated Construction Cost, (3) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNERTenant’s personnel in the operation of the project systems has been completed; and (d) no liens, claims failure to furnish any documents required herein or encumbrances have been filed approve any item or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveany cost estimates, the Contractor shall prepare for submission to Preliminary Pricing Plan, the OWNER a list of items to be completed Estimated Construction Costs or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially completeChange Orders, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Workas required, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed frame set forth herein, (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items that Landlord previously informed Tenant would delay Substantial Completion and which actually do delay Substantial Completion, (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by the Contract Documents. In Lease or this Work Letter as and when requested thereunder or hereunder, (6) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of occupancy (or equivalent); or (7) any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion of the event the Contractor fails to complete or correct the remaining items within the allotted timeTenant Improvements, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountas reasonably determined by Landlord.

Substantial Completion. The Date of 9.8.1 “Substantial Completion Completion” of the entire Work is shall be achieved by the date Contractor and shall mean the OWNER determines construction stage in the progress of the project when the Work required by this Contract is sufficiently complete, complete in accordance with this Contract so that the Contract Documents and as defined in the Technical Specifications, so the OWNER Owner may occupy or use utilize the Work, or designated portion thereof, Work for its intended purposeuse. The parties agree that, without restriction limitation, the Owner will not be able to occupy or utilize the Work for its intended use unless all equipment and all punch list items completed as defined systems included in the Technical Specifications (subject to completion of minor punch list itemsWork are operational as designed and have been substantially balanced, the absence of completion of which does not interfere with OWNER’s intended use of the projectcommissioned and demonstrated, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental inspections, tests and approvals have been successfully completed and obtained including unconditional certificates of occupancy and other permits(or, inspections and certifications for if unissued or issued with conditions, such lack of issuance or conditions relate solely to matters not included within the project or such portion thereof as the case may beWork), have completion has been achieved of all finish paving and issued landscaping to OWNER the extent weather then allows and posted for fine cleaning of all spaces to be occupied and all public spaces has occurred. In general, the project only remaining Work shall be minor in nature, so that completion of the Work by the Contractor will not materially interfere with or hamper the Owner’s occupancy of the Project. The Contractor shall cooperate with the Owner’s facilities personnel so that such portion thereof; (b) all elements and project systems included personnel may be involved in the balancing and commissioning of all building systems. When the Work (includingreaches Substantial Completion, the Contractor shall promptly deliver to the Owner and Architect a notice of completion in recordable form and in accordance with the requirements of California Civil Code §8182. In transmitting such notice to the Owner and Architect, the transmittal shall prominently state in capital letters, “THE OWNER MUST ACCEPT OR REJECT THIS NOTICE OF COMPLETION WITHIN SEVEN DAYS OF RECEIPT. UNLESS THE OWNER REJECTS THIS NOTICE BY GIVING THE CONTRACTOR NOTICE OF THE FACTUAL AND CONTRACTUAL BASIS FOR REJECTION AND CERTIFYING THE SAME AS MADE IN GOOD FAITH WITHIN SUCH SEVEN DAY PERIOD, THE OWNER SHALL BE DEEMED TO HAVE ACCEPTED THE SUBSTANTIAL COMPLETION.” The Owner shall accept or reject such notices within seven days of receipt, and if it rejects the notices it shall give the Contractor notice of the factual and contractual basis for rejection certifying the same as made in good faith within such seven-day period. If the Contractor disputes the Owner’s rejection of a notice of completion, it may proceed as described in Section 4.4 above. The Owner’s acceptance or deemed acceptance of a notice of completion shall not limit or preclude the effect of any warranty, guarantee or other obligation on the part of the Contractor or any third party to repair, replace or correct defective Work after substantial or final completion, including without limitationlimitation warranties and obligations set forth in this Contract or in third party contracts, all life safety systems) are operational of which shall remain in full force and functioning as designed effect after such acceptance. Unless this Contract expressly permits Substantial and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation Final Completion for specifically defined phases of the project systems has been completed; and (d) no liensWork, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in and Final Completion respectively shall mean Substantial Completion and Final Completion of all of the Contract Documents. Work required under the Contract. 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to expressly designated in the OWNER is substantially complete as defined aboveContract Documents for separate completion, will reach Substantial Completion within ten (10) days, the Contractor shall prepare for submission submit to the OWNER Architect and Owner a proposed list of items to be completed or correctedcorrected together with the estimated value of completing or correcting such items (the “Proposed Punchlist”). The Architect shall have the right to modify and supplement the list of items on the Proposed Punchlist and to modify or, for items added by the Architect, establish, the estimated value of completing or correcting such items. The failure to include any items on such list the Proposed Punchlist does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When the OWNER determines . 9.8.3 The parties shall cooperate in good faith so that the Work Owner or designated portion thereof is substantially complete, it will issue a written notice Architect can deliver the final punchlist (“Final Punchlist”) to the Contractor establishing within 14 days after the accepted date of substantial completion which Final Punchlist shall identify in good faith the defective and incomplete Work and the deliverables (including all project close-out documents) required for Final Completion under the Contract. 9.8.4 When the Owner has accepted the notices of substantial completion, the Architect will prepare a Certificate of Substantial Completion. The notice Completion which shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or expressly designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In The Certificate of Substantial Completion shall be submitted to the event the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountthem in such Certificate.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use utilize the Work, or designated portion thereof, Work for its intended purpose, without restriction and use; all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project Project systems included in the Work (includingor designated portion thereof have been successfully tested and are fully operational; all required governmental inspections and certifications required of the Work have been made, without limitation, all life safety systems) are operational approved and functioning as designed and scheduled in the Contract Documentsposted; (c) all designated initial instruction of OWNEROwner’s personnel in the operation of the project Project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to all the Work. Substantial Completion date(s), if any, are specified elsewhere required finishes set out in the Contract DocumentsConstruction Documents are in place. The only remaining Work shall be minor in nature so that the Owner can occupy the Work or the applicable portion of the Work for all of its intended purposes on that date; and the completion of the Work by the Contractor will not materially interfere with or hamper Owner’s normal school operations or other intended use. As a further condition of a determination of Substantial Completion, the Contractor shall certify that all remaining Work shall be § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect a comprehensive list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not § 9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it the Architect will prepare, sign and issue a written notice to the Contractor establishing Owner’s Certificate of Final Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents. In Documents shall commence on the event date of Final Completion of the Work or designated portion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use utilize the Work for its intended use.The Work or designated portions thereof as set out herein will not be considered Substantially Complete until (and the term Substantial Completion shall mean) the performance of the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in is to the Technical Specifications point where (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a1) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project Project systems included in the Work or designated portion thereof are operational, (including, without limitation2) as to such Work or designated portion thereof, all life safety systemsrequired governmental inspections and certifications required of Contractor have been made and posted, (3) are operational and functioning as designed and scheduled to such Work or designated portion thereof, designated initial instruction described in the Contract Documents; (c) all instruction Documents of OWNEROwner’s personnel in the operation of the project systems has been completed; , and (d4) no liensas to such Work or designated portion thereof, claims all the required finishes set out in the Contract Documents are in place. The only remaining work shall be minor in nature, so that the Owner or encumbrances have been filed Owner’s tenants could occupy the applicable portion of the Project on that date, and the completion of the work by the Contractor would not materially interfere with or are outstanding hamper the Owner or Owner’s tenant’s normal school operations or other intended use. As a further condition of Substantial Completion of the whole or designated portion thereof, the Contractor shall certify that all remaining Work with respect to thereto will be completed within the Worktime specified by the Contract Documents for Final Completion. Substantial Completion date(s), if any, are specified elsewhere As provided in the Contract Documents. , Owner may occupy a portion of the facility prior to Substantial Completion. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect Substantially Complete, the Architect and the Dallas ISD Construction Services department shall prepare a comprehensive list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s When Contractor notifies Architect and the Dallas ISD Construction Services department that it has completed or corrected items on the list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. Except with the consent of the Owner, the Architect shall perform no more than two inspections to determine whether the Work or a designated portion thereof has attained Substantial Completion in accordance with Contract Documents. One inspection may require multiple visits and more than one day to complete .The Owner shall be entitled to reimbursement from the Contractor for amounts paid to the Architect for any additional inspections caused by act or omission of Contractor. § 9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it the Architect will prepare timely prepare, sign and issue a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice , shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. In the event the Contractor fails to complete or correct the remaining items within the allotted timeUpon such acceptance and consent of surety, if any, the OWNER Owner shall may complete make payment of retainage applying to such Work or correct designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the items and deduct the cost thereof from requirements of the Contract amountDocuments. § 9.8.6 The Contractor shall keep all required insurance in full force, and utilities on, until the Certificate of Substantial Completion is issued, and accepted by the Owner in writing, regardless of the stated date of Substantial Completion, subject to 11.2.2. Acceptance shall not be unreasonably withheld.

Substantial Completion. The Date For purposes of this Agreement, "Substantial Completion Completion" of the Work is shall be deemed to have occurred upon the date the OWNER determines construction last of the following provisions have been complied with and satisfied by Developer (unless any of such provisions are waived by CNT in its sole discretion): i. Developer shall have furnished to CNT and Title Insurer copies of all final waivers or lien and final sworn statements from General Contractor, all subcontractors and materialmen; ii. Substantial Completion as defined in the Lease shall have occurred; iii. Developer shall have delivered to CNT a certificate from General Contractor dated within fifteen (15) days prior to the exercise of the Put Option certifying that no notices of violations of laws or ordinances arising from the Work were served upon General Contractor during the performance of the Work and General Contractor has no knowledge that the Project is in violation of any applicable laws or ordinances; iv. Developer shall have furnished to CNT an "as built" set of Plans, showing all paving, driveways, fences, interior and exterior improvements and original guaranties and warranties from the General Contractor and all subcontractors and material suppliers, including, but not limited to, a ____________ (_____) year full system roof warranty; v. Developer shall have caused Architect to furnish to CNT a certificate stating (a) that the Work is sufficiently complete, complete in accordance with the Contract Documents and as defined in Plans so that Tenant can occupy the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications Building for the project or such portion thereof as use intended under the case may beLease, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) that the Building complies with all elements applicable laws and project systems included in the Work (including, without limitation, all life safety systems) are operational ordinances and functioning as designed and scheduled in the Contract Documents; (c) all instruction such other information reasonably requested by CNT or Tenant. vi. Developer shall have furnished to CNT a final certificate of OWNER’s personnel in occupancy for the operation of Project or, if available and if sufficient to permit the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)tenant, if any, are specified elsewhere in for the Contract Documents. When Project to occupy and use the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete Project as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed contemplated by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted timeLease for such Project, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amounta temporary certificate of occupancy.

Substantial Completion. The Date 6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of Owner’s receipt of Design-Builder’s notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete in the opinion of the Owner, Design – Builder shall prepare a Certificate of Substantial Completion for approval and issue by the Owner that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s personnel in and Design-Builder’s responsibility for the operation of the project systems has been completed; Project’s security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Upon Substantial Completion of the OWNER and the Contractor for (but not limited to) securityentire Work or, maintenanceif applicable, heat, utilities, damage to any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to that specified in the Agreement for the estimated value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for that portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design- Builder and insuranceOwner have obtained the consent of their sureties and insurers and the appropriate government authorities having jurisdiction over the Project, and shall list remaining items to be corrected (iii) Owner and Design-Builder agree that Owner’s use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Design-Builder’s completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when (i) the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use utilize the Work, Work (or a designated portion thereof, ) for its intended purpose, without restriction use (ii) all remaining Punch List items can reasonably and ordinarily be expected to be completed within thirty (30) days and (iii) all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use necessary governmental approvals of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systemsa Temporary Certificate of Occupancy (having terms acceptable to the Owner in its sole discretion) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. received. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect and Owner a comprehensive list of items to be completed or correctedcorrected prior to final payment (as modified in accordance with Section 9.8.3 below, the “Punch List”). The failure Failure to include any items an item on such list Punch List does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Final Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. In the event the Contractor fails to complete or correct the remaining items within the allotted timeUpon such acceptance, and consent of surety if any, the OWNER may complete Owner shall make payment of 4% of the retainage applying to the Work or correct designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the items and deduct the cost thereof from requirements of the Contract amountDocuments.

Substantial Completion. The Date For purposes of this Agreement, "Substantial Completion Completion" of the Work is shall be deemed to have occurred upon the date the OWNER determines construction last of the following provisions have been complied with and satisfied by Seller (unless waived by Purchaser in its sole discretion): (i) Seller shall have furnished to Purchaser and Title Insurer copies of all final waivers or lien and final sworn statements from General Contractor, all subcontractors and materialmen; (ii) Substantial Completion as defined in the Lease has occurred; (iii) Seller shall have delivered to Purchaser a certificate from General Contractor dated within fifteen (15) days of the Closing Date certifying that no notices of violations of laws or ordinances arising from the Work were served upon General Contractor during the performance of the Work and General Contractor has no knowledge that the Project is in violation of any applicable laws or ordinances; (iv) Seller shall have furnished to Purchaser an "as built" set of Plans, showing all paving, driveways, fences and exterior improvements and all original guaranties and warranties from the General Contractor and all subcontractors and material suppliers including, but not limited to, a ____________ year roof warranty; (v) Seller shall have caused Architect to furnish to Purchaser a certificate stating that (a) the Work is sufficiently complete, complete in accordance with the Contract Documents and as defined in Plans so that Tenant can occupy the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications Building for the project or such portion thereof as use intended under the case may beLease, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) the Building complies with all elements applicable laws and project systems included in the Work (including, without limitation, all life safety systems) are operational ordinances and functioning as designed and scheduled in the Contract Documents; (c) all instruction such other information reasonably requested by Purchaser ("Architect's Certificate"); and (vi) Developer shall have furnished to CNT a final certificate of OWNER’s personnel in occupancy for the operation of Project or, if available and if sufficient to permit the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s)tenant, if any, are specified elsewhere in for the Contract Documents. When Project to occupy and use the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete Project as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed contemplated by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted timeLease for such Project, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amounta temporary certificate of occupancy.

Substantial Completion. The Date Landlord shall cause the Work to be ---------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the Term subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's general contractor issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate, which "punchlist items" shall include the items in the "punchlist" contemplated by Article 1 of the Lease) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: Term, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liens, claims or encumbrances have been filed or are outstanding with respect except in the event of Tenant Delays and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the WorkTerm, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid general contractor's certificate promptly after substantial completion.

Substantial Completion. Landlord shall cause the Work to be ---------------------- "substantially completed" on or before twelve (12) months following the issuance of building permits by the appropriate governmental authorities, subject to delays caused by strikes, lockouts, boycotts or other labor problems not directly related to the project, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials, force majeure as defined in Section 2.3(b) of the Lease Agreement or other problems in obtaining materials necessary for performance of the Work, and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Build-to-Suit Letter). No allowance shall be made for any time lost due to fault of Landlord or Landlord's general contractor. The Date Work shall be deemed to be "substantially completed" for all purposes under this Build-to-Suit Letter and the Lease if and when a certificate of Substantial Completion occupancy or temporary certificate of occupancy is issued, regardless of any "punch list" items that remain to be completed. Subject to the Drop Dead provisions of Section 2.3, if the Work is not deemed to be substantially completed on or before twelve (12) months following the date issuance of building permits by the OWNER determines construction is sufficiently completeappropriate governmental authorities, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect subject to Section 2.4, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Build-to-Suit Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that Commencement Date and Expiration Date of the WorkTerm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall all punch-list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountpromptly after substantial completion.

Substantial Completion. The Date of criteria and process for Substantial Completion of set forth in this Section 4.4.9 shall apply to all Projects. .1 For Projects to which the Work is Retainage Act does not apply, “Substantial Completion” shall be defined as the date certified by the OWNER determines construction A/E when the Project is sufficiently completeavailable for occupancy by Owner such that Owner can occupy and operate in a safe and healthy manner, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purposeall Applicable Laws, without restriction unreasonable interference or interruption by Contractor, and all with temporary or final certificate of occupancy issued by the building inspector within the municipality where the Project is being constructed. Notwithstanding the foregoing, Substantial Completion shall be achieved even with outstanding so- called punch list items completed as defined (determined by the A/E in accordance with Section 4.4.9) of a minor nature. Without limiting the Technical Specifications (subject to completion of minor foregoing, the punch list items, the absence shall not indicate final cleaning or completion and balancing of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: HVAC and other systems. (a) all designated or required governmental certificates of occupancy Substantial Completion shall not occur until the commissioning inspection, verification, and other permits, inspections and certifications testing work for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; Project is complete. (b) all elements and project systems included in At least ten (10) days before Contractor expects the Work Project (includingor a portion thereof that Owner agrees to accept separately) to be substantially complete, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect Contractor shall submit to the WorkA/E and Owner a Punchlist. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveUpon receipt thereof, the Contractor shall prepare for submission A/E will make an inspection to determine whether the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work Project or designated portion thereof is in fact, substantially complete. (c) If the A/E determines that the Work (or designated portion thereof) is substantially complete, the A/E will: (a) supplement, revise and annotate Contractor’s Punchlist to reflect additional Work to be completed or corrected prior to Final Completion and submit it will issue to Owner and Contractor; and (b) execute a written notice to the Contractor establishing the date certificate of Substantial Completion. The notice shall state the , assigning responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, correction of damaged or incomplete Work and insurance, and fixing the time within which Contractor shall list remaining complete all items on the Punchlist. (d) If the A/E determines that the Work (or designated portion thereof) is not substantially complete, the A/E will so notify Contractor in writing, specifying which items of the Work must be performed prior to be corrected issuance of a certificate of Substantial Completion. (e) If the A/E is required to perform more than two (2) Substantial Completion inspections through no error or completed. The Work not fully completed omission of the A/E or corrected Owner, such additional inspections shall be completed performed at the cost of Contractor. .2 For Projects to which the Retainage Act applies, “Substantial Completion” shall be defined as the stage in the progress of the Project when the Work is sufficiently complete in accordance with the Contract Documents so that Owner may occupy or utilize the work for its intended use without unreasonable interference or interruption by Contractor and with an unconditional permanent and full certificate of occupancy issued by the building inspector within the municipality where the Project is being constructed; provided that Substantial Completion may apply to the satisfaction only a phase of the OWNER entire Project if the Contract Documents expressly permits substantial completion to apply to defined phases of the Project.‌ (a) Substantial Completion shall not occur until the commissioning inspection, verification, and testing work for the Project is complete. (b) Not later than fourteen (14) days after reaching Substantial Completion, Contractor shall submit to Owner a Notice of Substantial Completion (in the form provided in the Retainage Act) stating the date on which the Project was substantially complete. (c) Owner shall accept or reject the Notice of Substantial Completion within fourteen (14) days of receipt of the notice and shall indicate its acceptance by signing the Notice in the space provided and shall deliver the Notice to Contractor within the time period allowed by the Contract Documentssame fourteen (14) day period. In the event the Contractor If Owner fails to complete or correct deliver the remaining items Notice to Contractor within the allotted timesuch fourteen (14) day period, the OWNER may complete Notice shall be considered accepted. (d) If Owner rejects the Notice of Substantial Completion, Owner shall, within 14 (fourteen) days of receipt of the Notice, notify Contractor, in writing, of the rejection and include in the rejection the factual and contractual basis for the rejection and a certification that the rejection is made in good (e) Upon an express or correct deemed acceptance of a Notice of Substantial Completion, the items date of Substantial Completion shall be the date stated in the Construction Manger’s Notice for all purposes and deduct the cost thereof from the Contract amountacceptance shall be final and binding on Owner and its successors and assignees.

Substantial Completion. The Date of Substantial Completion of shall be achieved not later than the Work Substantial Completion Date set forth in the Project Schedule. When CM@R considers that the Construction Work, phase, or a portion thereof that City agrees to accept separately, is the date the OWNER determines construction is sufficiently substantially complete, CM@R will prepare and submit to the Project Manager a comprehensive Punch List of items to be completed or corrected prior to Final Completion and Final Payment. Failure to include an item on such Punch List does not alter the responsibility of CM@R to complete all Construction Work in accordance with the Contract Documents. Upon receipt of CM@R’s Punch List, Project Manager will make an inspection to determine whether the Construction Work, or designated portion thereof, is substantially complete. Project Manager may, at Project Manager’s sole option, be assisted in such inspection by the Design Professional for the Project. If the inspection by the Project Manager discloses any item, whether or not included on CM@R’s Punch List, which is not sufficiently completed in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may that City can occupy or use utilize the Work, phase, or designated portion thereof, for its intended purposeuse, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use CM@R shall complete or correct such item upon notification by Project Manager before issuance of the projectCertificate of Substantial Completion. In such case, including the intended normal business operations CM@R shall submit a request for another inspection by Project Manager to determine Substantial Completion. The Project Manager will not issue a Certificate of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy Substantial Completion unless and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in until the Work (including, without limitation, all life safety systems) are operational and functioning or separable units or Phases as designed and scheduled provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; is essentially and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially satisfactorily complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines , such that the Work or designated portion thereof Project is substantially completeready for use by City for its intended purpose, it will issue a written notice including, to the Contractor establishing extent applicable to the date Work, the following: all materials, equipment, systems, controls, features, facilities, accessories, and similar elements are installed in the proper manner and in operating condition, inspected and approved; surfaces have been painted; masonry and concrete cleaned with any sealer or other finish applied; utilities and systems connected and functioning; site work complete; permanent heating, ventilation, air condition, vertical transportation, and other systems properly operating with proper controls; lighting and electrical systems installed, operable, and controlled; paving completed, signage installed, and/or other work as applicable, has been performed to a similar state of essential and satisfactory completion. A minor amount of Work, as determined by and at the discretion of the Project Manager, such as installation of minor accessories or items, a minor amount of painting, minor replacement of defective work, minor adjustment of controls or sound systems, or completion or correction of minor exterior work that cannot be completed as a result of weather conditions, will not delay determination of Substantial Completion. The notice shall state the responsibilities If prior written approval is obtained from City for purposes of Substantial Completion, specified areas of the OWNER entire Work or Project may be individually certified as Substantially Complete. In no event may Substantial Completion be deemed to have occurred unless and until: (i) a temporary certificate of occupancy has been issued by the Contractor for appropriate Governmental Authorities (but not limited toas applicable), and (ii) securityall terms and Work required under this Contract have been fulfilled by CM@R and same approved and accepted by City, maintenance, heat, utilities, damage subject only to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPunch List items.

Substantial Completion. The Date of ed, the all oth portio Ow er g n fo agrees to a § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achiev have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER Owner ner also must overnmental r its intended ccept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect and the Owner a comprehensive punch list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such punch list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When . § 9.8.3 Upon receipt of the OWNER determines that Contractor’s punch list, the Owner, Contractor and the Architect will jointly make an inspection to determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section 9.8.3 there is not agreement between or among the Owner, Contractor and the Architect as to whether Substantial Completion has been achieved, the stage of the progress of the Work shall be determined by decision of the Architect. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. Landlord shall cause the initial Part of the Work to be "substantially completed" on or before the scheduled date of commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the initial Part of the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Date initial Part of Substantial Completion the Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the initial Part of the Work has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or when Tenant first takes occupancy of the Premises, whichever first occurs. If the initial Part of the Work is not deemed to be substantially completed on or before the scheduled date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations commencement of the project, or detract from the aesthetic appearance term of the project) and: Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates Landlord agrees to use reasonable efforts to complete the initial Part of occupancy and other permitsthe Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date on which the initial Part of the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documentsevent of such extensions in the commencement and expiration dates of the term of the Lease. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date Lessor shall use its reasonable efforts ---------------------- to cause the Work to be "substantially completed" on or before May 1, 1994, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of Substantial Completion any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the control of Lessor (or beyond the control of Lessor's contractors or subcontractors performing the Work) and also subject to "Lessee Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease upon the earlier of the date Lessee first takes occupancy of the OWNER determines construction is sufficiently completeDemised Premises, or Lessor's architect issues a written certificate to Lessor and Lessee, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents Working Drawings such that Lessee can legally occupy the Demised Premises and utilize same for the purposes intended under the Lease. If the Work is not deemed to be substantially completed on or before May 1, 1994, (a) Lessor agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, except that, subject to the succeeding sentence, the Commencement Date (as defined in the Technical Specifications, so Lease) shall not occur until the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to substantial completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and (c) Lessor shall list remaining items not be deemed to be corrected in breach or completed. The Work not fully completed or corrected shall be completed to the satisfaction default of the OWNER within Lease or this Work Letter as a result thereof and Lessor shall have no liability to Lessee as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise). Notwithstanding the time period allowed by the Contract Documents. In foregoing, in the event the Contractor fails Work is not substantially complete by May 1, 1994, as a result of a Lessee Delay (defined below), the Work shall be deemed to be substantially complete on the date that construction of the Work would have been substantially complete, but for Lessee's Delay (as reasonably determined by Lessor). Lessor agrees to use reasonable diligence to complete or correct all punchlist work listed in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date of Substantial Completion 7.11.1 When the ▇▇▇▇ believes the entire Work or a phase of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in when the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled is being done in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Workphases, or a designated portion thereof which the Owner agrees to accept separately, is acceptable Substantially Complete, the ▇▇▇▇ shall notify the Owner and the DP and submit to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER Owner and DP a comprehensive list of items to be completed or correctedcorrected relating to the entire Work, the phase of the Work or the portion thereof, as applicable. Within five (5) working days of receipt of the ▇▇▇▇’▇ notice and list, the Owner or its representatives, the DP and ▇▇▇▇ will jointly make an inspection to determine whether Substantial Completion has occurred. If it is determined by the Owner that the entire Work, the phase of the Work or a portion thereof, as applicable, is Substantially Complete, the DP shall issue the Punch List and the certificate of substantial completion stating the date of Substantial Completion which shall be executed by the Owner or its representatives, the DP and the ▇▇▇▇. The failure ▇▇▇▇ shall proceed promptly to complete or correct Punch List items. Failure to include any items an item on such list the Punch List does not alter the responsibility of the Contractor ▇▇▇▇ to complete the all Work in accordance with the Contract Documents. When . 7.12 FINAL COMPLETION AND FINAL PAYMENT 7.12.1 Completion of all outstanding Work items noted in the OWNER determines Punch List and other Contract Documents requirements is required for DP and Owner to certify Final Completion of the entire Work, a phase of the Work if the Work is being done in phases or a portion thereof that the Work or designated portion thereof is substantially completeOwner has agreed to accept separately. Requirements also include, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but are not limited to) security, maintenanceequipment operations training for Owner, heatsatisfaction of the conditions precedent in Section 7.12.2, utilities, damage the ▇▇▇▇ being in compliance with the Contract Documents as to all matters relating to the Work, submission to and insurancereview and approval by DP and Owner of as-built drawings and all record and close out documents as specified in Owner’s project specifications, including but not limited to all operating manuals, warranties, assignments of warranties from Subcontractors and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed other deliverables required by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date of Substantial Completion 7.11.1 When the CMAR believes the entire Work or a phase of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in when the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled is being done in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Workphases, or a designated portion thereof which the Owner agrees to accept separately, is acceptable Substantially Complete, the CMAR shall notify the Owner and the DP and submit to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER Owner and DP a comprehensive list of items to be completed or correctedcorrected relating to the entire Work, the phase of the Work or the portion thereof, as applicable. Within five (5) working days of receipt of the ▇▇▇▇’▇ notice and list, the Owner or its representatives, the DP and CMAR will jointly make an inspection to determine whether Substantial Completion has occurred. If it is determined by the Owner that the entire Work, the phase of the Work or a portion thereof, as applicable, is Substantially Complete, the DP shall issue the Punch List and the certificate of substantial completion stating the date of Substantial Completion which shall be executed by the Owner or its representatives, the DP and the CMAR. The failure CMAR shall proceed promptly to complete or correct Punch List items. Failure to include any items an item on such list the Punch List does not alter the responsibility of the Contractor CMAR to complete the all Work in accordance with the Contract Documents. When . 7.12 FINAL COMPLETION AND FINAL PAYMENT 7.12.1 Completion of all outstanding Work items noted in the OWNER determines Punch List and other Contract Documents requirements is required for DP and Owner to certify Final Completion of the entire Work, a phase of the Work if the Work is being done in phases or a portion thereof that the Work or designated portion thereof is substantially completeOwner has agreed to accept separately. Requirements also include, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but are not limited to) security, maintenanceequipment operations training for Owner, heatsatisfaction of the conditions precedent in Section 7.12.2, utilities, damage the ▇▇▇▇ being in compliance with the Contract Documents as to all matters relating to the Work, submission to and insurancereview and approval by DP and Owner of as-built drawings and all record and close out documents as specified in Owner’s project specifications, including but not limited to all operating manuals, warranties, assignments of warranties from Subcontractors and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed other deliverables required by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date of ed, the all ot portio Ow her g n fo agrees to a § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which thereof alone does not interfere with OWNER’s intended use indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the project, including the intended normal business operations of the project, Work or detract from the aesthetic appearance of the project) and: (a) all designated portion thereof to be achiev have received a temporary or required governmental certificates final certificate of occupancy (if necessary for occupancy) and other permits, inspections approvals necessary and certifications required for the project Owner to occupy or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in utilize the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. designated purpose. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined aboveOwner § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor shall prepare for submission and the Architect will jointly make an inspection to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date of Substantial Completion of the Work shall be met when: i) The Project is the date the OWNER determines construction is sufficiently materially complete, all essential equipment and systems are operational in accordance with the Contract, and has been fully designed, constructed and equipped in accordance with the Contract Documents and (except as defined provided in the Technical Specifications, so Final Completion punchlist submitted by Contractor); and ii) The Project demonstrates the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to following criteria after completion of minor punch list items, a *** period during the absence Performance Tests: a) No less than *** of completion Guaranteed Net Capacity ; and b) No more than *** of which does not interfere with OWNER’s intended use Guaranteed Net Heat Rate; and c) Air emission levels meeting the less stringent of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work guaranteed levels in accordance with permit test procedures. Notwithstanding the Contract Documents. When foregoing, in the OWNER determines that event the Work actual level exceeds the less stringent of the level set forth herein or designated portion thereof the permit level but nonetheless the Project is substantially completenot precluded from commercial operation by any Government Authority, it will issue a written notice to air emission levels for the Contractor establishing the date purposes of Substantial Completion. The notice Completion shall state the responsibilities of the OWNER be deemed to be achieved and the parties agree that Contractor shall not be liable for (but not limited to) security, maintenance, heat, utilities, damage delay liquidated damages as a result of failure to meet the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documentsemissions requirements. In the event the Project is precluded from commercial operation by any Governmental Authority at any time prior to meeting the lesser of the guaranteed levels as a result of the actual air emission levels, Contractor fails shall immediately commence necessary modifications/repairs of the Project so as not to complete exceed the less stringent of aforementioned levels. For each day until such level is demonstrated, Contractor shall be liable for the delay liquidated damages; and iii) Owner has received from Contractor all information necessary to secure permits, licenses, and approvals required at the time of commercial operation. Substantial Completion shall also be deemed to occur in the event a) that Owner operates the Project for its commercial benefit or correct b) Contractor is prevented from conducting performance tests within thirty (30) days of the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountdate Contractor provides notice to Owner it is ready to commence such tests.

Substantial Completion. The Date 5.7.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete (including the completion of performance testing). Within five (5) days of Owner’s receipt of Design-Builder’s notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s personnel in and Design- Builder’s responsibility for the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) Project’s security, maintenance, heatutilities and insurance pending final payment, utilitiesand (iv) an acknowledgment that warranties commence to run on the date of 5.7.2 Upon Substantial Completion of the entire Work or, damage to if applicable, any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion. 5.7.3 Owner, at its option, may use a portion to the Work which has been determined to be substantially complete, provided that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in GC 5.7.1, (ii) Design-Builder and insuranceOwner have obtained the consent of their sureties and insurers, and shall list remaining items to be corrected (iii) Owner and Design-Builder, agree that Owner’s use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Design-Builder’s completion of the OWNER within remaining Work. 5.7.4 Upon Substantial Completion, Design-Builder shall conduct performance testing of the time period allowed by Facility using Owner’s operations and maintenance staff to demonstrate that the Contract Documents. In Performance Criteria set forth in Attachment F, Owner’s Project Criteria, have been satisfied and that the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPerformance Guarantees have been met.

Substantial Completion. A. When, in the opinion of Contractor, the Work is Substantially Complete, Contractor shall prepare a preliminary Punch List of Work remaining to be done and deliver that Punch List to Owner's Representative with a request for evaluation of Substantial Completion. If, in the opinion of Owner's Representative, items on the preliminary Punch List are consistent with Substantial Completion, Owner's Representative shall conduct an Inspection of the Work to evaluate compliance with the Contract Documents. B. The Date Project shall not be considered Substantially Complete until: (1) All utilities and services are connected and operating, (2) All installed equipment has been tested and found to be in working condition, (3) Contractor has completed performance tests required by the Contract Documents, (4) Reports, maintenance manuals, warranties, keys, control devices, and Drawings required by the Contract Documents have been delivered to Owner, (5) Debris, waste, and excess materials have been removed from the site, and (6) Final Inspection has been passed and occupancy has been approved by the public authority. C. Any acknowledgment of Substantial Completion may be annotated to indicate that it is not applicable to specified portions of the Work. D. If, after Inspection, the Project does not qualify as Substantially Complete, Owner or Owner's Representative shall provide Contractor with a written list of the Work is the date the OWNER determines construction is sufficiently completefound to be: (1) Incomplete, in accordance (2) Out of compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkDocuments, or designated portion thereof, (3) Defective in operation or workmanship. Contractor shall complete or correct all Work listed prior to requesting a subsequent Inspection for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use Substantial Completion. E. Before Owner takes possession or occupancy of the projectProject, including Contractor shall receive a comprehensive Punch List of discrepancies to be corrected or Work to be finished by Contractor and a date for completing this Work. Contractor shall complete and correct items on the intended normal business operations Punch List by the designated date. F. The Punch List given to Contractor is a complete and final list of Defective or incomplete Work on the Project. Owner shall be deemed to have accepted Work not on the Punch List. Nothing in this paragraph shall be interpreted as relieving Contractor of the project, obligation to meet warranty and call-back obligations. G. Owner's Representative will prepare a certificate of Substantial Completion for signature by Owner and Contractor when the Project or detract from the aesthetic appearance a specific portion of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications Project is ready for the project or such portion thereof occupancy. Except as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled otherwise provided in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation , signing of the project systems has been completed; certificate of completion shall: (1) Transfer to Owner responsibility for maintenance, safety, utility expense, controlling access at the site, and (d2) no liens, claims Begin running of any warranty or encumbrances have been filed or call-back period on the Project. Notice required by California Business and Professions Code § 7030: Contractors are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items required by law to be completed licensed and regulated by the Contractors State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or corrected. The failure to include any items on such list does not alter the responsibility omission is filed within four years of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completionthe alleged violation. The notice shall state the responsibilities A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the OWNER and date of the Contractor for (but not limited to) security, maintenance, heat, utilities, damage alleged violation. Any questions concerning a contractor may be referred to the WorkRegistrar, and insuranceContractors State License Board, and shall list remaining items to be corrected or completed▇.▇. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time▇▇▇ ▇▇▇▇▇, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Substantial Completion. The Date Landlord shall cause the Work to be "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Work. Substantial Completion date(s)contrary, if any, are the Commencement Date of the Lease Term as specified elsewhere in Section 1.05 of the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Lease shall be extended to the OWNER date on which the Work is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items deemed to be substantially completed or corrected. The failure to include any items on such list does not alter and the responsibility Expiration Date of the Contractor to complete the Work Lease Term as specified in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date Section 1.06 of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.the

Substantial Completion. The Date of Substantial Completion of Landlord's obligations to substantially complete the Premises shall be deemed to be met when the Landlord's Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and (as defined in the Technical SpecificationsWork Letter) is completed as specified in the Work Letter, notwithstanding the fact that minor or insubstantial details of construction, decoration or mechanical adjustment remain to be completed, provided that the noncompletion of such items does not materially interfere with Tena▇▇'▇ ▇se of or access to the Premises or the ability of Tenant to prepare the Premises for Tenant's occupancy ("SUBSTANTIAL COMPLETION"). Except for minor or insubstantial details of construction, decoration or mechanical adjustment, which do not materially detract from the appearance or usability of the Building, substantial completion of the Building shall mean the completion, of (1) the structural and enclosure work to be performed in the construction of the exterior portion of the Building, (2) the plaza area on the Land and public lobbies of the Building that are necessary for access to Washington Street and Rand▇▇▇▇ ▇▇▇eet and access to the Premises and (3) all facilities necessary to provide the services required to be performed by Landlord pursuant to Paragraph 8 of this Lease. Tena▇▇ ▇▇▇ees that substantial completion of the Building shall not be deemed to have been delayed so long as the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all only remaining items preventing substantial completion from occurring are: (1) Completion of punch list items completed as defined in the Technical Specifications Building lobby provided that the lobby shall be usable as designed and Landlord has substantially completed all finishes and fixtures; (subject 2) Completion of the plaza, which has been delayed because of weather taking into account that the plaza is among the last items to completion be completed under a customary construction schedule; and (3) Removal of minor punch list itemsthe hoist from the exterior of Building and exterior finishes on window bays with hoist located below Tenant's lowest occupied floor, except in the absence event of completion Tenant Delay which results in the necessity of which does not interfere with OWNER’s intended use of the projecthoist, including for the intended period that the hoist is so required. Landlord shall promptly and diligently complete the punch list items for the lobby. Any work in the lobby that interferes with access to the Premises or materially detracts from the Tenant's ability to use the lobby areas shall be done after normal business operations hours. Landlord shall promptly and diligently complete the plaza landscaping as soon as weather conditions permit. The hoist shall be removed and all window bays utilized in connection therewith shall be completed within one hundred twenty (120) days of the project, or detract from Commencement Date; provided that such date for removal shall be extended to the aesthetic appearance extent of Tenant Delays which result in the necessity of use of the project) and: (a) all designated hoist. On or required governmental certificates before a date that is two months after the date of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation substantial completion of the project systems has been completed; and (d) no liensBuilding, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, Landlord shall complete all work to be performed in the Contractor shall prepare construction of the Building other than tenant improvements for submission persons other than Tenant and the plaza, lobby and exterior portions affected by the hoist to the OWNER a list of items extent specifically set forth above, subject to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for Unavoidable Delay (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountas hereinafter defined).

Substantial Completion. The Date of 9.8.1 Substantial Completion of is the date determined by the Architect when the Work is sufficiently complete (including completion of “punchlist” items) that the date Owner can fully occupy and utilize the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, Work for its intended purpose, without restriction and with all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the projectProject's parts and systems operable as required by the Contract Documents, including the intended normal business operations of the projectand a Final Occupancy Permit has been obtained. To be Substantially Compete, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project Project systems included in the Work (includinghave been successfully tested and are fully operational; all required governmental inspections and certifications required of the Work have been made, without limitation, all life safety systems) are operational approved and functioning as designed and scheduled in the Contract Documentsposted; (c) all designated initial instruction of OWNEROwner’s personnel in the operation of the project Project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to all the Work. Substantial Completion date(s), if any, are specified elsewhere required finishes set out in the Contract DocumentsDocuments are in place. The only remaining Work shall be minor in nature so that the Owner can occupy the Work for its intended purposes on that date, and the completion of the Work by the Contractor will not materially interfere with or hamper Owner’s normal school operations or intended use. Only incidental cleaning, if required beyond cleaning needed for the Owner's full use, may remain for final completion. As a further condition of a determination of Substantial Completion, the Contractor shall certify that all remaining Work shall be completed within 30 days. Refer to the Project Manual and Owner’s specifications for for additional requirements for Substantial Completion. 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to designated in the OWNER Contract Documents for separate completion, is substantially complete as defined aboveand the premises comply with subparagraph 3.15.1, the Contractor shall prepare for submission submit to the OWNER Architect (1) a list of items to be completed or corrected, (2) all special warranties required by the Contract Documents, endorsed by the Contractor and in a form reasonably acceptable to the Architect and (3) the permits and certificates referred to in subparagraph 13.5.4. The failure to include any items on such the list mentioned in the preceding sentence does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When the OWNER Architect on the basis of an inspection determines that the Work or designated portion thereof is substantially completecomplete and the other conditions have been met, it the Architect will issue then prepare a written notice to Certificate of Substantial Completion which shall establish the Contractor establishing the date Date of Substantial Completion. The notice , shall state the responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall complete the items listed therein. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In The Certificate of Substantial Completion shall be submitted to the event Owner and Contractor for their written acceptance of the Contractor fails responsibilities assigned to complete them in such Certificate. 9.8.3 Upon Substantial Completion of the Work or correct the remaining items within the allotted timedesignated portion thereof, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Owner shall not adjust retainage. Any payments due shall be made subject to subparagraph

Substantial Completion. The Date of Substantial Completion Completion" is hereby defined to be the point at which ▇▇▇▇▇▇ has satisfied all of the Work is following conditions: (i) completion of the date the OWNER determines construction is sufficiently complete, Premises in accordance with the Contract Documents and as defined Plans described in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (Paragraph 37(b)(ii)" subject to completion of a minor punch list items, the absence of completion of which that does not interfere with OWNER’s intended use the ability of the project, including the intended normal Lessee to conduct its business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational Premises and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor punch list shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date within thirty (30) days of Substantial Completion. The notice shall state ; (ii) availability of dial-tone at the responsibilities building (internal phone and data wiring, connections and service are Lessee's responsibility); and (iii) Issuance of a Certificate of Occupancy, unless Lessor is delayed providing a Certificate of Occupancy as a result of Lessee accessing and/or performing work or pulling permits (or having its contractors or subcontractors perform work or pull permits) within the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage Premises prior to the issuance of a Certificate of Occupancy, such work or permits hereinafter referred to as "Lessee's Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents". In the event of such a delay, a Temporary Certificate of Occupancy for the Contractor fails Premises will verify completion of ▇▇▇▇▇▇'s Improvements. In the event that Lessor cannot provide a Certificate of Occupancy or a Temporary Certificate of Occupancy as a result of ▇▇▇▇▇▇'s Work, ▇▇▇▇▇▇'s architect shall inspect the Premises and issue a letter ("Architect's Letter) verifying that Lessor has completed ▇▇▇▇▇▇'s Improvements. Notwithstanding any Temporary Certificate of Occupancy or Architect's Letter, Lessee shall diligently pursue obtaining all approvals and/or "sign-offs" for Lessee's Work necessary to complete or correct enable Lessor to obtain a Certificate of Occupancy for the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountPremises.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use utilize the Work, or designated portion thereof, Work for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. use. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect a comprehensive list of items to be completed or correctedcorrected prior to final payment (the "Punch List"). The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. In the event the Contractor fails to complete or correct the remaining items within the allotted timeUpon such acceptance, and consent of surety if any, the OWNER may complete Owner shall make payment of retainage applying to the Work or correct designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the items and deduct the cost thereof from requirements of the Contract amountDocuments.

Substantial Completion. The Date Coordinate with the Architect the issuance of a Certificate of Substantial Completion (as contemplated under AIA Form B141) for the Project Development and supervise and conduct with the Architect and General Contractor a final inspection of the Work is Project Development in the date presence of Owner. Following such final inspection, Solomon shall prepare, in concert with the OWNER determines construction is sufficiently completeArchitect and General Contractor, a final report describing the Punchlist Items and, after approval thereof by Owner (which approval shall not be unreasonably withheld or delayed), supervise the General Contractor and/or subcontractors, as appropriate, in the satisfaction of the Punchlist Items in accordance with the Contract Documents terms of this Agreement. The project completion date (the “Project Completion Date”) shall be the date that each of the following have occurred: (i) A final certificate of occupancy has been issued by the appropriate governmental authority; (ii) A certificate of substantial completion has been provided by the Project architect; (iii) A written notice from the Construction Lender and/or its inspecting engineer that the Project is “completed” to the Construction Lender’s satisfaction and, if applicable, written notice for the inspecting engineer retained by Owner that the Project is substantially completed; (iv) The compilation of a “punchlist of items requiring work, the aggregate cost of which is no more than 2.5% of the Project Budget; (v) The General Contractor’s final affidavit and lien release, unless outstanding items are bonded over the Owner’s satisfaction and an ALTA Policy of Title Insurance is delivered that shows no liens or rights to liens on the Project; and (vi) The execution, delivery and recording of all easement and other agreements between Owner and Original Purchaser, the owner of Lot 2 adjacent to the Property, contemplated pursuant to the Declaration of Restrictions and Agreement to Convey Easements; (vii) Receipt of all Operational Licenses and Permits that are necessary for the Manager to supervise, direct and control the day to day business activities and management of the Project and all phases of its operations in the name of and on behalf of Tenant upon the terms and conditions stated in the Management Agreement and in compliance with all Legal Requirements (as such term is defined in the Technical SpecificationsManagement Agreement). (viii) Assignment by Solomon of all contractor warranties and warranties and guaranties given covering any furniture, so the OWNER may occupy or use the Workequipment, or designated portion thereofmachinery, for its intended purposebuilding supplies and materials, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsappliances, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy fixtures and other permitsproperty now or hereafter located on or placed upon or relating to the Project , inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in warranties on the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Workroof, and insurancewarranties on the air conditioning, heating and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items other appliances and deduct the cost thereof from the Contract amountequipment.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the stage in the progress of the Work is when the date Work or designated portion thereof, which the OWNER determines construction Owner agrees in writing to accept separately, is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or utilize the Work for its intended use without any meaningful interference or disruption. § 9.8.1.1 For Substantial Completion of the Work, Work or designated portion thereofthereof to be achieved, the Owner also must have received a temporary or final certificate of occupancy and all other governmental approvals necessary and required for the Owner to occupy or utilize the Work or designated portion for its intended purpose. The requirement shall be deemed satisfied if all construction, without restriction submittals and all punch list items completed as defined in other performance by the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use Contractor required for issuance of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates certificate of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, approvals have been achieved completed but the certificate and approvals have not been issued to OWNER and posted for solely because of factors beyond the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation reasonable control of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. Contractor. § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees in writing to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Owner and Design Professional a written punch list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such punch list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s punch list, the Owner, Contractor, and Design Professional will make an observation to determine whether the Work or designated portion thereof, which the Owner agrees in writing to accept separately, is substantially complete. When If the OWNER determines Owner’s and Design Professional’s observation discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Owner’s formal letter acknowledging Substantial Completion, complete or correct such item upon notification by the Design Professional or Owner. In such case, the Contractor shall then submit a request for another observation by the Owner, Contractor, and Design Professional to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees in writing to accept separately, is substantially complete, it the Owner will issue a written notice to the Contractor establishing determine the date of Substantial Completion. The notice , shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall include a punch list of items remaining items to be corrected or completed. The Work not fully completed or corrected notwithstanding achievement of Substantial Completion, and shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the formal letter from Owner. Warranties required by the Contract Documents. In Documents shall commence on the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.date of

Substantial Completion. The Date Landlord shall give Tenant at least twenty (20) days prior written notice of the date that Landlord reasonably anticipates that the Landlord Work and Tenant Improvements will be Substantially Complete (as defined below); provided, however, Landlord’s failure to accurately estimate such date shall in no event affect the actual date of Substantial Completion or any other obligations of Landlord or Tenant hereunder. For purposes of this Lease, “Substantial Completion” shall occur upon the completion of the last of the following to occur: (i) the completion of construction of the Landlord Work is and the date Tenant Improvements substantially pursuant to the OWNER determines construction is sufficiently completeApproved Working Drawings for such Tenant Improvements (each as reasonably determined by Landlordand Architect), in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all exception of any punch list items completed as defined in which do not impair Tenant’s ability to occupy the Technical Specifications Premises for their contemplated use, (subject to completion ii) the acquisition of minor punch list items, the absence a certificate of completion of which does not interfere with OWNER’s intended use occupancy or its legal equivalent allowing occupancy of the projectPremises (a “Sign Off”), including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (aiii) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project base building systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed fully-commissioned except to the extent effected by the Tenant Improvements, which commissioning shall be part of the punchlist described below, (iv) delivery of the Premises to Tenant, and scheduled (v) delivery of a certificate of substantial completion from the Architect confirming the matters set forth in the Contract Documents; foregoing clause (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(si), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event that the Contractor fails Sign Off is not a final certificate of occupancy, Landlord shall diligently prosecute the work necessary to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items achieve a full certificate of occupancy and deduct the cost thereof from the Contract amountuse commercially reasonable efforts to obtain such full certificate of occupancy as soon as reasonably practicable following Substantial Completion.

Substantial Completion. A. Design-Builder shall notify Owner/DES when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is Substantially Complete. Within five (5) days of Owner’s/DES’ receipt of Design-Builder’s notice, Owner/DES and Design-Builder will jointly inspect such Work to verify that it is Substantially Complete in accordance with the requirements of the Contract Documents. The Date Owner/DES and Design-Builder will create a punch list of items requiring correction or completion. When such Work is Substantially Complete, including substantially complete punch list items, Owner/DES shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose(ii) the remaining items of Work that have to be completed before final payment, without restriction and all punch list items completed as defined in (iii) provisions (to the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does extent not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s/DES’ and Design-Builder’s personnel in responsibility for the operation of the project systems has been completed; Project’s security, maintenance, utilities and insurance pending final payment, and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. B. Owner/DES, at its option, may use a portion of the OWNER Work which has been determined to be Substantially Complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 8.3.A above, (ii) Design-Builder and Owner/DES have obtained the Contractor for (but not limited to) securityconsent of their sureties and insurers, maintenance, heat, utilities, damage and to the Workextent applicable, the appropriate government authorities having jurisdiction over the Project, and insurance, (iii) Owner/DES and shall list remaining items to be corrected Design-Builder agree that Owner’s/DES’ use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Design-Builder’s completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date Contractor shall deliver an application for Substantial Completion to the Authority when all of the following have occurred:  The Contractor has completed all Work (except for punch list items, final cleanup and other items included in the requirements for Final Acceptance);  All necessary work by Included Third Parties has been completed, and the Contractor has obtained all design and construction approvals by Included Third Parties that are required under the relevant Third Party Agreements or by Law;  The Contractor has satisfied all conditions to acceptance by Third Parties and railroads;  There is no existing default of Authority's obligations under any Included Third Party Agreement or Railroad Agreement that are the Contractor's responsibility pursuant to the Contract Documents, and no event has occurred which, with the passing of time or giving of notice or both, would lead to a claim relating to the Work or an event of default under any Included Third Party Agreement or any Railroad Agreement;  The Contractor has delivered to the Authority the close-out report as provided in the “Reporting” clause (Section 44.4) of the General Provisions;  The Contractor has delivered to the Authority the warranty service plan required in the “Warranty Service” clause (Section 7.8.6) of the General Provisions;  The Contractor has ensured that all Work has been performed in accordance with the requirements of the Contract Documents;  The Contractor has ensured that the Project may be used without damage to the Project or any other property on or off the Site, and without injury to any Person; and  Any special tools purchased by the Contractor as provided in the Contract Documents shall have been delivered to the Authority and all replacement spare parts shall have been purchased and delivered to the Authority free and clear of liens. Upon receipt of the Contractor's application for Substantial Completion, the Authority shall conduct such inspections, surveys and/or testing as the Authority deems desirable. If such inspections, surveys and/or tests disclose that any Work does not meet the requirements of the Contract Documents, the Authority will promptly advise the Contractor as to any errors, omissions, deviations, defects or deficiencies in the Work necessary to be corrected as a condition to Substantial Completion and as to any errors, omissions, deviations, defects or deficiencies which may be corrected as punch list items. Upon correction of the errors, omissions, deviations, defects or deficiencies identified as a prerequisite to Substantial Completion, the Contractor shall provide written notification to the Authority and the Authority shall conduct another round of inspections, surveys and/or tests. This procedure shall be repeated until the Authority finds that all prerequisites to Substantial Completion have been met. Substantial Completion of the Work is the date the OWNER Project shall be deemed to have occurred when:  The Authority determines construction is sufficiently completethat all errors, in accordance with the Contract Documents omissions, deviations, defects and deficiencies identified as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction prerequisites to Substantial Completion have been corrected; and all  The Authority and Contractor have agreed upon a punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or Project. The Authority will issue a Certificate of Substantial Completion to the Contractor at such portion thereof time as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems Authority determines that Substantial Completion has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Workoccurred. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable shall be deemed to the OWNER is substantially complete have occurred as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of the Certificate of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date Landlord shall cause the Work to be ---------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.6 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed' for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.6 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction Landlord shall not be deemed to be in breach or default or the Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of OWNER’s personnel any delay in the operation occupancy (whether for damages, abatement of the project systems has been completed; Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.6 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.7 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documentsaforesaid architect's certificate promptly after substantial completion. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice See Addendum to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountLease Section B6.

Substantial Completion. The Date Landlord shall cause the Work to be ----------------------- "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punchlist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date Landlord shall cause the Work to be "substantially completed" on or before the scheduled date of Substantial Completion commencement of the term of the Lease as specified in Section 1.05 of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work is or any other matter beyond the date control of Landlord (or beyond the OWNER determines construction is sufficiently completecontrol of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in accordance such architect's certificate) in substantial compliance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the WorkWorking Drawings, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use when Tenant first takes occupancy of the projectPremises, including whichever first occurs. If the intended normal business operations Work is not deemed to be substantially completed on or before the scheduled date of the project, or detract from the aesthetic appearance commencement of the project) and: term of the Lease as specified in Section 1.05 of the Lease, (a) all designated or required governmental certificates of occupancy and other permitsLandlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements the Lease shall remain in full force and project systems included in the Work (includingeffect, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel Landlord shall not be deemed to be in the operation breach or default of the project systems has been completed; Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) no liensexcept in the event of Tenant Delays, claims or encumbrances have been filed or are outstanding with respect and notwithstanding anything contained in the Lease to the Workcontrary, the Commencement Date of the Lease Term as specified in Section 1.05 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1.06 of the Lease shall be extended by an equal number of days. Substantial Completion date(s), if any, are specified elsewhere At the request of either Landlord or Tenant in the Contract Documents. When event of such extensions in the Contractor considers that commencement and expiration dates of the Workterm of the Lease, or a designated portion thereof which is acceptable Tenant and Landlord shall execute and deliver an amendment to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission Lease reflecting such extensions. Landlord agrees to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor use reasonable diligence to complete all punch1ist work listed in the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. The Date of § 9.8.1 Substantial Completion is the latest of (a) the stage in the progress of the Work is when the date Work or designated portion thereof that the OWNER determines construction Owner agrees to accept separately is sufficiently complete, complete in accordance with the Contract Documents and as defined so that the Owner can occupy or utilize the Work for its intended use, including without limitation issuance of a certificate of occupancy or passage of any necessary governmental inspection; or (b) the date of the Owner’s receipt of the Certificate of Substantial Completion from the Architect. The Work will be considered not Substantially Complete if the Owner determines that appropriate cleaning has not occurred. The only remaining Work after Substantial Completion shall be minor in the Technical Specificationsnature, so that the OWNER Owner could occupy the Project on that date and the completion of the Work by the Contractor would not interfere with or hamper the Owner’s or its occupants’ normal operations. Without limitation, no building or facility will be considered to have reached Substantial Completion unless all utilities and systems (mechanical, electrical, etc.) are connected, commissioned, and operating as required for normal use including balancing of the HVAC system, any receiving area and areas for loading and unloading are completed, the Contractor has completed all of the building systems training procedures with the Owner and the building or facility is accessible by normal vehicular and pedestrian traffic routes. The fact that the Owner may occupy or use the Work, Work or designated portion thereofthereof alone does not indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change liquidated damages owed to the Owner and the Owner can perform “move-in” activities without interruption or risk of damages to people or property. § 9.8.1.1 For Substantial Completion of the Work or designated portion thereof to be achieved, the Owner also must have received a temporary or final certificate of occupancy (if necessary for occupancy) and all other governmental approvals necessary and required for the Owner to occupy or utilize the Work or designated portion for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. . § 9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable the Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect and the Owner a comprehensive punch list of items to be completed or correctedcorrected prior to final payment. The failure Failure to include any items an item on such punch list does not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When . § 9.8.3 Upon receipt of the OWNER determines that Contractor’s punch list, the Owner, Contractor and the Architect will jointly make an inspection to determine whether the Work or designated portion thereof the Owner agrees to accept separately, is substantially complete. If the Owner’s and the Architect’s inspection discloses any item, whether or not included on the Contractor’s punch list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Owner, Contractor and the Architect to determine Substantial Completion. In the event the Architect is required to make more than two (2) observations to determine Substantial Completion because of the Contractor’s fault, the Contractor shall reimburse the Owner for compensation for the Architect’s services and expenses incurred in conducting the third (3rd) and subsequent such observations. If upon observation of the Work or designated portion thereof pursuant to this Section 9.8.3 there is not agreement between or among the Owner, Contractor and the Architect as to whether Substantial Completion has been achieved, the stage of the progress of the Work shall be determined by decision of the Architect. § 9.8.4 When the Work or designated portion thereof, which the Owner agrees to accept separately, is substantially complete, it the Architect will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion that shall establish the date of Substantial Completion. The notice shall state the ; establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, ; and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which the Contractor shall finish all items on the punch list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. In With respect to components or portions of the event Work for which Substantial Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor fails for their written acceptance of responsibilities assigned to complete or correct them in the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCertificate.

Substantial Completion. The Date 6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete and, with or before such notice, shall provide Owner a draft list of items of Work that have to be completed before final payment. Owner may add items to this list. Within five (5)days of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If such Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch (ii) the remaining items of Work that have to be completed before final payment(omissions of an item from the list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does shall not interfere with OWNER’s intended use be a waiver of the projectright to have such items of Work done or an admission that it was done), including (iii) provisions (to the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled extent not already provided in the Contract Documents; (c) all instruction of OWNER’s personnel in establishing Owner's and Design-Builder's responsibility for the operation of the project systems has been completed; Project's security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Upon Substantial Completion of the OWNER and the Contractor for (but not limited to) securityentire Work or, maintenanceif applicable, heat, utilities, damage to any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to 150% of the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion or as later identified plus such other amounts as may be reasonably necessary to protect Owner. 6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design-Builder and insuranceOwner have obtained the consent of their sureties and insurers, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner's use or occupancy will not significantly interfere with Design-Builder's completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.

Substantial Completion. The Date of §9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may that Owner can occupy or utilize the Work for its intended use without any meaningful interference or disruption. §9.8.1.1 For Substantial Completion to be achieved, Owner must have received a temporary or final certificate of occupancy and all other governmental approvals as necessary and required for Owner to occupy or utilize the Work, Work or designated portion thereof, thereof for its intended purpose. The requirement set out in this Section shall be deemed satisfied if all construction, without restriction submittals, and all punch list items other performance by Contractor required for issuance of the temporary or permanent certificate of occupancy has been completed as defined but the certificate has not been issued solely because of factors beyond the reasonable control of Contractor. A delay in the Technical Specifications (subject to applicable governmental agency’s issuance of a Certificate of Occupancy, following Contractor’s completion of minor punch list itemsconstruction, the absence of completion of which does not interfere with OWNER’s intended use of the projectsubmittals, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications performance that is of normal duration for that agency shall not constitute a factor “beyond the project or such portion thereof reasonable control of Contractor,” as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included that phrase is used in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. prior sentence. §9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect/Engineer a comprehensive list of items to be completed or corrected. The failure corrected prior to include any items on such list does not alter the responsibility Final Payment (“Punch List”). §9.8.3 Upon receipt of the Contractor Contractor’s list, Architect/Engineer will make an inspection, accompanied by Owner, to complete determine whether the Work or designated portion thereof is substantially complete. If Architect/Engineer’s inspection discloses any item, whether or not included on the Punch List, which is not sufficiently complete in accordance with the Contract Documents, so that Owner can occupy or utilize the Work or designated portion thereof for its intended use, Contractor shall, before issuance of the certificate of Substantial Completion, complete or correct such item upon notification by Architect/Engineer. In such case, Contractor shall then submit a request for another inspection by Architect/Engineer to determine Substantial Completion. §9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it Architect/Engineer will issue prepare a written notice Certificate of Substantial Completion which shall be within the Contract Time unless extended pursuant to the Contractor establishing Section 8.3, shall establish the date of Substantial Completion. The notice , shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining fix the time within which Contractor shall finish all items to be corrected or completed. on the list §9.8.5 The Work not fully completed or corrected Certificate of Substantial Completion shall be completed submitted to Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete and not in accordance with the satisfaction requirements of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion (as defined below) for any reason nor shall it render the Lease or this the Third Amendment void or voidable, and Tenant's sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (as defined below) shall be the resulting postponement (if any) of the commencement of rental payments for the Expansion Space pursuant to the terms of the Third Amendment. Moreover, notwithstanding anything contained in the Third Amendment or this Work Letter to the contrary, Tenant acknowledges that Landlord will be performing its obligations under this Work Letter while Tenant is occupying the Premises contiguous to the Expansion Space, and agrees that Landlord, its agents, employees and contractors shall have the right to enter the Premises during business hours to perform the Work. Tenant understands that the work to be performed pursuant to this Work Letter may result in noise, vibration, dirt dust and other circumstances commonly attendant to construction. Tenant hereby waives any claim of injury or inconvenience to its business, interference with Tenant's business, loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by such entry or the performance of the Work required pursuant to the terms of this Work Letter, nor shall the same relieve Tenant of any obligations under the Lease (as amended by the Third Amendment). Landlord will attempt to minimize the disruption to Tenant's business during its performance of the Work. No entry of the Premises or Expansion Space by Landlord under this Work Letter shall be deemed a forcible or unlawful entry into the Premises or a detainer of the Premises, or an eviction, actual or constructive, of Tenant from the Premises, or any part of the Premises, nor shall such entry entitle Tenant to damages or an abatement of monthly Base Rent, Tenant's share of EOE, or other charges that the Lease requires Tenant to pay. Tenant shall fully cooperate with Landlord and its contractors and shall not in any way impeded, inhibit or hinder any of the Work to be performed pursuant to the terms of this Work Letter. For purposes of this Work Letter, the Work shall be deemed to be "Substantially Complete" on the date that all Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant's use or occupancy of the Expansion Space. However, if Landlord is delayed in the performance of the Work as a result of any Tenant Delay(s), the Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Work absent any Tenant Delay. "Tenant Dela means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation: (i) Tenant's failure to furnish information or approvals within any time period specified in this Work Letter, all life safety systemsincluding the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) are operational Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord in writing that the selection may result in a delay; (iii) changes requested or made by Tenant to previously approved plans and functioning as designed and scheduled specifications; or (iv) performance of work in the Contract Documents; (cExpansion Space by Tenant or Tenant's contractor(s) all instruction of OWNER’s personnel in during the operation performance of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.

Substantial Completion. The Date of Substantial Completion of Landlord shall cause the Work is General Contractor to Substantially Complete (defined below) the date the OWNER determines construction is sufficiently complete, Tenant Improvements in accordance with the Contract Documents and Approved Final Drawings by the Anticipated Commencement Date of the Lease as defined set forth in Section 2 of the Technical SpecificationsLease (the “Completion Date”), so the OWNER may occupy subject to delays due to (a) acts or use events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, provided such discontinuance is not the result of Landlord’s failure to pay any utility or designated portion thereofservice invoice(s), for its intended purposemoratoriums, without restriction governmental agencies, delays on the part of governmental agencies and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsweather, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included the lack of availability or shortage of specialized materials used in the Work (includingconstruction of the Tenant Improvements, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction any matters beyond the control of OWNERLandlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s personnel use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the operation of the project systems has been completed; events and matters set forth in Subsections (a), (b), (c) and (d) no liensare collectively referred to as “Force Majeure Delays”), claims or encumbrances have been filed (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, certificate of occupancy or are outstanding the written approval evidencing its final inspection on the building permit(s), or the date on which Tenant first takes occupancy of the Premises, whichever first occurs (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the term “Substantial Completion” of the Tenant Improvements as used herein will not include the completion of any work associated with Tenant’s Installations, including without limitation, Tenant’s high-pile storage requirements, Tenant’s racking systems, and work related to any requirements of governmental and regulatory agencies with respect to any of Tenant’s Installations. If the Work. Substantial Work is not deemed to be Substantially Completed on or before the scheduled Completion date(sDate, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Work as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease or this Exhibit B as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of all or any portion of the Rent, or otherwise), if any, are specified elsewhere and (iv) except in the Contract Documents. When event of any Tenant Delays, which will not affect the Contractor considers that Commencement Date but will extend the WorkCompletion Date without any penalty or liability to Landlord, or a designated portion thereof which is acceptable and notwithstanding anything to the OWNER is substantially complete contrary contained in the Lease, the Commencement Date and the Expiration Date of the term of the Lease (as defined abovein Section 2 of the Lease) shall be extended commensurately by the amount of time attributable to such Force Majeure Delays, and Landlord and Tenant shall execute a written amendment to the Lease evidencing such extensions of time, substantially in the form of Exhibit F to the Lease. Subject to the provisions of Section 10.2 of the Lease, the Contractor Tenant Improvements shall prepare for submission belong to the OWNER a list of items Landlord and shall be deemed to be completed or corrected. The failure to include any items on such list does not alter incorporated into the responsibility Premises for all purposes of the Contractor Lease, unless Landlord, in writing, indicates otherwise to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountTenant.

Substantial Completion. The Date of “Substantial Completion of Completion” shall have been achieved when the Work is the date the OWNER determines construction is sufficiently complete, complete in accordance with the Contract Documents so (i) Owner can occupy and as defined in utilize the Technical SpecificationsSite for its intended use, so (ii) a temporary or permanent certificate of occupancy for the OWNER may occupy or Project (or, if the AHJ does not issue certificates of occupancy for projects like the Project and a certificate of occupancy is not necessary for Owner’s use of the Work, or designated portion thereof, Project for its intended purpose, without restriction a certificate of compliance) and all punch list other governmental permits for the occupancy and use of all of the Project have been issued, (iii) all systems to be constructed or installed by Contractor are fully functional, (iv) Contractor has delivered the As-Builts, and (v) the Work is complete except for minor items set forth on the Punch List which are not required to be completed as defined in for Owner to occupy and use the Technical Specifications Building for its intended purpose, which can reasonably be completed within thirty (subject to completion of minor punch list items30) days, and the absence of completion of which does while Owner and its licensees occupy the Site will not interfere with OWNER’s intended such use and occupancy of the project, Site (including applicable parking and recreational facilities) for their intended purpose and will not delay or render more expensive in any material way the intended normal business operations completion and correction of the project, or detract from Punch List items. Contractor acknowledges that the aesthetic appearance standard for Substantial Completion of an educational facility is significantly more stringent than the standard customary in the construction industry generally because of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued intensive uses to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in which educational facilities are put. Contractor shall construct the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. achieve Substantial Completion date(s), if any, are specified elsewhere in of all Work on or before the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Required Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountCompletion Date.

Substantial Completion. The Date of 31.1 When the Contractor requests a Substantial Completion of Inspection for the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or a designated portion thereof, for its intended purpose, without restriction the DP and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, Owner shall determine the absence of completion of which does not interfere with OWNER’s intended use validity of the project, including request. A list of items to be completed or corrected shall be prepared by the intended normal business operations Contractor and presented to the Owner and the DP with the request for inspection. By submitting a request for Substantial Completion Inspection the Contractor thereby certifies that it has performed a thorough inspection of the project, or detract from Project in preparing the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected, has consulted with its subcontractors, and that the remaining incomplete or defective work shall be completed within thirty (30) days of submission of the request. The Owner or the DP or both shall evaluate the Contractor's request and list of uncompleted items and, if appropriate in their judgment, add to or delete items from the list necessary to complete the work. The failure to include any items on such any punch list does shall not alter the responsibility of the Contractor to complete the all Work in accordance with the Contract Documents. When By submitting a request for Substantial Completion Inspection, the OWNER determines Contractor thereby certifies that the remaining incomplete or defective Work required by the Contract Documents shall be completed within thirty (30) calendar days, or as specified in Task Order Amendment specific to the Project. 31.2 If the DP and/or the Owner, on the basis of Substantial Completion inspection, determine that the Work or designated portion thereof is has been substantially completecompleted in accordance with the Contract Documents, it then the DP will issue prepare a written notice to the Contractor establishing Certificate of Substantial Completion, which shall establish the date of Substantial Completion. The notice ; shall state the responsibilities of the OWNER Contractor for remaining punch list items, maintenance, heat and utilities, security, and damage to the work; and shall fix the time, not to exceed thirty (30) days, within which the Contractor shall complete the punch list. The Certificate of Substantial Completion shall be submitted by the DP to the Owner and the Contractor for (their written acceptance of the responsibilities assigned to them in such Certificate. The Project shall not be deemed substantially complete until the Certificate is issued irrespective of Owner occupancy. The Contractor shall reimburse the Owner, via a deductive Change Order, any and all reinspection costs, including trip charges, beyond the second inspection for Substantial Completion. 31.3 At the Owner’s written request, Project Closeout Documents normally required for submission by the Contractor to the Owner for Substantial Completion may include, but are not limited to: A. Fire Marshal Acceptance Alarm/Sprinkler and State Fire Marshal Acceptance Report B. State Elevator Inspection Report C. Insurance Carrier Certificate for Boiler Inspection D. Preliminary Balance Report E. Preliminary As-Builts F. Attic Stock G. Substantial Completion Project Inspection (FS #15) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction H. Punchlist Issued (FS#24) I. Certificate of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amount.Substantial Completion (FS#81) J. Schedule of Required Maintenance (FS#88)

Substantial Completion. The Date of Substantial Completion of Landlord and Tenant shall attempt to cause the Work is General Contractor to Substantially Complete (defined below) the date the OWNER determines construction is sufficiently complete, Tenant Improvements in accordance with the Contract Documents and as defined in Approved Final Drawings within a commercially reasonable time (the Technical Specifications“Completion Date”), so the OWNER may occupy subject to delays due to (a) acts or use events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Work, or designated portion thereofmoratoriums, for its intended purposegovernmental agencies, without restriction delays on the part of governmental agencies and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list itemsweather, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included the lack of availability or shortage of specialized materials used in the Work (includingconstruction of the Tenant Improvements, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction any matters beyond the control of OWNERLandlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, the Work and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s personnel use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the operation of the project systems has been completed; events and matters set forth in Subsections (a), (b), (c) and (d) no liensare collectively referred to as “Force Majeure Delays”), claims or encumbrances have been filed (e) any Tenant Delays (defined in Section 7 below). The Tenant Improvements shall be deemed substantially complete on the earlier of the date that the General Contractor issues to Landlord a notice of substantial completion; the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, certificate of occupancy or are outstanding the written approval evidencing its final inspection on the building permit(s); or the date on which Tenant first takes occupancy of the Premises in order to conduct business and so commences its business operations at the Premises, whichever first occurs (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the term “Substantial Completion” of the Tenant Improvements as used herein will not include the completion of any work associated with Tenant’s Installations, including without limitation, Tenant’s high-pile storage requirements, Tenant’s racking systems, and work related to any requirements of governmental and regulatory agencies with respect to the Workany of Tenant’s Installations. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable Subject to the OWNER is substantially complete as defined aboveprovisions of the Lease, the Contractor Tenant Improvements shall prepare for submission belong to the OWNER a list of items Landlord and shall be deemed to be completed or corrected. The failure to include any items on such list does not alter incorporated into the responsibility Premises for all purposes of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the WorkLease, and insurance, and Tenant shall list remaining items to be corrected have no responsibility for any removal or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountrestoration thereof.

Substantial Completion. The Date of §9.8.1 Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may that Owner can occupy or utilize the Work for its intended use without any meaningful interference or disruption. §9.8.1.1 For Substantial Completion to be achieved, Owner must have received a temporary or final certificate of occupancy and all other governmental approvals as necessary and required for Owner to occupy or utilize the Work, Work or designated portion thereof, thereof for its intended purpose. The requirement set out in this Section shall be deemed satisfied if all construction, without restriction submittals, and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use other performance by Contractor required for issuance of the project, including the intended normal business operations of the project, temporary or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates permanent certificate of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. been §9.8.2 When the Contractor considers that the Work, or a designated portion thereof which is acceptable Owner agrees to the OWNER accept separately, is substantially complete as defined abovecomplete, the Contractor shall prepare for submission and submit to the OWNER Architect/Engineer a comprehensive list of items to be completed or correctedcorrected prior to Final Payment (“Punch List”). The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor to complete all the Work in accordance with the Contract Documents. §9.8.3 Upon receipt of Contractor’s list, Architect/Engineer will make an inspection, accompanied by Owner, to determine whether the Work or designated portion thereof is substantially complete. If Architect/Engineer’s inspection discloses any item, whether or not included on the Punch List, which is not sufficiently complete in accordance with the Contract Documents, so that Owner can occupy or utilize the Work or designated portion thereof for its intended use, Contractor shall, before issuance of the certificate of Substantial Completion, complete or correct such item upon notification by Architect/Engineer. In such case, Contractor shall then submit a request for another inspection by Architect/Engineer to determine Substantial Completion. §9.8.4 When the OWNER determines that the Work or designated portion thereof is substantially complete, it Architect/Engineer will issue prepare a written notice Certificate of Substantial Completion which shall be within the Contract Time unless extended pursuant to the Contractor establishing Section 8.3, shall establish the date of Substantial Completion. The notice , shall state the establish responsibilities of the OWNER Owner and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, Work and insurance, and shall list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within fix the time period allowed within which Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract DocumentsDocuments shall commence on the date of Substantial Completion of the Work or designated portion thereof unless the warranty relates to Work that is incomplete or requires correction (in which case, such warranty shall commence upon completion or correction of the Work) and unless otherwise provided in the Certificate of Substantial Completion. §9.8.5 The Certificate of Substantial Completion shall be submitted to Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. In Upon such acceptance and consent of surety, if any, Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete and not in accordance with the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from requirements of the Contract amountDocuments.

Substantial Completion. The Date of Substantial Completion of When the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use Contractor has completed the Work, or designated portion parts thereof, for its intended purposeto a point that, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use opinion of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may be, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in Contractor the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled in the Contract Documents; (c) all instruction of OWNER’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding with respect to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined abovecomplete, the Contractor shall prepare so notify the Owner’s Representative in writing. However, unless specifically scheduled in the Special Conditions or agreed to in advance by the Owner, the Owner shall not be obligated to consider any part of the Work for submission substantial completion until all of the Work of the Contract is substantially complete. 1. As soon as reasonably practical after receiving such notification, the Owner’s Representative will inspect the Work and thereafter advice the Contractor of any deficiencies or other impediments to determining the OWNER a list of items Work to be completed substantially complete. Note that any such inspection and listing of impediments to substantial completion shall not be construed to be a “final inspection” or corrected. The failure to include any items on “punch list,” unless specifically identified as such list does not alter by the responsibility of the Contractor to complete the Work in accordance with the Contract DocumentsOwner’s Representative. 2. When the OWNER Owner’s Representative determines that the Work or designated portion thereof is is, in fact, substantially complete, it a final inspection involving all interested parties will be scheduled and conducted by the Owner’s Representative. The Owner’s operation and maintenance personnel may participate in this inspection or may perform their inspections separately. Following the inspection(s), the Owner’s Representative will provide the Contractor with a compiled list of defective, deficient, incomplete or otherwise unacceptable Work. This list is commonly referred to as a “punch list”. The Owner’s Representative will indicate on the punch list its opinion of the estimated cost of completing or correcting each of the items listed thereon. 3. After preparation of the punch list, the Owner’s Representative will prepare and issue a written notice to the Contractor establishing the date Certificate of Substantial Completion. The notice shall state This document will clearly identify the parts of the Work which are substantially complete, the value of the substantially completed Work, including any fully executed change orders applicable thereto, the date of substantial completion, the beginning and end date of the warranty period, and the continuing responsibilities of the OWNER and the Contractor parties for (but not limited to) securityoperation, maintenance, heat, utilities, damage security, insurance, etc. The punch list will be attached to the Work, Certificate of Substantial Completion and insurance, and shall list remaining items to be corrected or completedmade a part thereof. (The value of substantially completed Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof determined from the Contract amountbid items, or, if no applicable bid items exist, from the Contractor’s approved lump sum breakdown.)

Substantial Completion. The Date of A. Substantial Completion is the stage in the progress of the Work is when the date the OWNER determines construction Work or designated portion thereof is sufficiently complete, complete in accordance with the Contract Documents and as defined in so that the Technical Specifications, so the OWNER may Owner can occupy or use the Work, Work or designated a portion thereof, thereof for its intended purposeuse and that the following minimum requirements are met: 1. The Work is complete, without restriction ready for occupancy, and all punch list items completed as defined in persons or entities having jurisdiction over the Technical Specifications (subject to completion of minor punch list itemsProject have issued the appropriate permits, the absence of completion of which does not interfere with OWNER’s intended use of the projectauthorizations, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental and temporary certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as the case may beProject, have been achieved and issued to OWNER and posted for the project or such portion thereof; (b) all elements and project systems included in the Work has passed all necessary inspections; 2. The exterior elements, such as Site cleanup and restoration (includingincluding without limitation removal of all excess materials, without limitationrock, sand, paving, debris, supplies, equipment, temporary structures, and trailers), paving, parking, landscaping and exterior building finishes, the interior spaces and finishes of the Work and all mechanical, electrical, plumbing and technical systems required by the Contract Documents, fire and life safety systems) , are complete and fully operational and functioning as designed and scheduled in are ready for occupancy, the Contract Documents; (c) all instruction of OWNERConstruction Manager has submitted the Construction Manager’s personnel in the operation of the project systems has been completed; and (d) no liens, claims or encumbrances have been filed or are outstanding punch list with respect to such items and they have been inspected and approved by the WorkArchitect and Owner as to scope, number, and content; 3. All warranties required by the Contract Documents have been delivered to Owner; 4. All equipment manuals and operational videos have been delivered to Owner and training by Construction Manager of Owner’s staff is complete; and 5. The Architect has issued the Certificate of Substantial Completion date(s)Completion, which shall be signed by the Architect and the Architect/Designer, if any. B. When Construction Manager considers the entire Work ready for its intended use and all other requirements of Article 14.04A. have been satisfied, are specified elsewhere Construction Manager shall notify Owner and Architect in the Contract Documents. When the Contractor considers writing that the Work, or a designated portion thereof which is acceptable to the OWNER entire Work is substantially complete (except for items specifically listed by Construction Manager as defined aboveincomplete) and request that Architect issue a certificate of Substantial Completion. The Owner may, at its sole discretion, accept portions of the Contractor Project separately, in which event the applicable parts of this Article 14.04A. shall prepare for submission apply to such portions of the Project; C. Promptly after Construction Manager’s notification, Owner, Construction Manager, and Architect shall make an inspection of the Work to determine the status of completion. If Architect does not consider the Work substantially complete, Architect will notify Construction Manager in writing giving the reasons therefor. SAMPLE D. If Architect considers the Work substantially complete, Architect will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the OWNER certificate a tentative list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the tentative certificate during which to make written objection to Architect as to any provisions of the certificate or attached list. If, after considering such objections, Architect concludes that the Work is not substantially complete, Architect will, within 14 days after submission of the tentative certificate to Owner, notify Construction Manager in writing, stating the reasons therefor. If, after consideration of Owner’s objections, Architect considers the Work substantially complete, Architect will, within said 14 days, execute and deliver to Owner and Construction Manager a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as Architect believes justified after consideration of any objections from Owner. The failure Failure to include any items an item on such list does not alter the responsibility of the Contractor Construction Manager to complete the all Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state the responsibilities of the OWNER and the Contractor for (but not limited to) security, maintenance, heat, utilities, damage to the Work, and insurance, and shall Construction Manager must complete all punch list remaining items to be corrected or completed. The Work not fully completed or corrected shall be completed to the satisfaction of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails Owner prior to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountFinal Payment.

Substantial Completion. The Date 6.6.1 Construction Manager at Risk shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is substantially complete. Within five (5) days of Owner’s receipt of Construction Manager at Risk’s notice, Owner and Construction Manager at Risk will jointly inspect such Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. If the parties agree that such Work is substantially complete, Construction Manager at Risk shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work is the date the OWNER determines construction is sufficiently complete, in accordance with the Contract Documents and as defined in the Technical Specifications, so the OWNER may occupy or use the Work, or designated portion thereof, for its intended purpose, without restriction and all punch list items completed as defined in the Technical Specifications (subject to completion of minor punch list items, the absence of completion of which does not interfere with OWNER’s intended use of the project, including the intended normal business operations of the project, or detract from the aesthetic appearance of the project) and: (a) all designated or required governmental certificates of occupancy and other permits, inspections and certifications for the project or such portion thereof as agreed upon by the case may beparties, (ii) the remaining items of Work that have been achieved and issued to OWNER and posted for be completed before final payment, (iii) provisions (to the project or such portion thereof; (b) all elements and project systems included in the Work (including, without limitation, all life safety systems) are operational and functioning as designed and scheduled extent not already provided in the Contract Documents; (c) all instruction of OWNERestablishing Owner’s personnel in and Construction Manager’s at Risk responsibility for the operation of the project systems has been completed; Project’s security, maintenance, utilities and insurance pending final payment and (div) no liens, claims or encumbrances have been filed or are outstanding with respect an acknowledgment that warranties commence to the Work. Substantial Completion date(s), if any, are specified elsewhere in the Contract Documents. When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the OWNER is substantially complete as defined above, the Contractor shall prepare for submission to the OWNER a list of items to be completed or corrected. The failure to include any items run on such list does not alter the responsibility of the Contractor to complete the Work in accordance with the Contract Documents. When the OWNER determines that the Work or designated portion thereof is substantially complete, it will issue a written notice to the Contractor establishing the date of Substantial Completion. The notice shall state , except as may otherwise be noted in the responsibilities Certificate of Substantial Completion. 6.6.2 Owner, at its option, may use a portion of the OWNER Work which has been determined to be substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Construction Manager at Risk and Owner have obtained the Contractor for (but not limited to) securityconsent of their sureties and insurers, maintenance, heat, utilities, damage and to the Workextent applicable, the appropriate government authorities having jurisdiction over the Project, and insurance, (iii) Owner and shall list remaining items to be corrected Construction Manager at Risk agree that Owner’s use or completed. The Work occupancy will not fully completed or corrected shall be completed to the satisfaction interfere with Construction Manager at Risk’s completion of the OWNER within the time period allowed by the Contract Documents. In the event the Contractor fails to complete or correct the remaining items within the allotted time, the OWNER may complete or correct the items and deduct the cost thereof from the Contract amountWork.