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Tenant Improvement Agreement

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Sectors: Retail
Effective Date: August 12, 1999
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TENANT IMPROVEMENT AGREEMENT


This TENANT IMPROVEMENT AGREEMENT (this "Agreement") is being entered into as of August 12, 1999 by and between 1900 BRYANT STREET INVESTORS, LLC, a California limited liability company ("Landlord"), and WILLIAMS-SONOMA, INC., a California corporation ("Tenant"), in connection with the execution of the Industrial Lease between Landlord and Tenant dated of even date herewith (the "Lease"), who hereby agree as follows:


1. GENERAL.


A. The purpose of this Agreement is to set forth the terms and conditions relating to the construction of the interior improvements in the Lease Premises (the "Tenant Improvements"), in particular to specify who will be responsible for the construction of the Tenant Improvements, who will pay for the construction of the Tenant Improvements, and the time schedule for completion of the construction of the Tenant Improvements.


B. Any terms not otherwise defined in this Agreement shall have the same meaning given to them in the Lease.


C. In the event of any conflicts between the provisions of the Lease and of this Agreement, the provisions of this Agreement shall control.


2. TENANT IMPROVEMENTS.


Landlord shall select and engage a contractor ("Contractor") to construct the Tenant Improvements in accordance with approved Plans (as described below). Landlord shall exercise commercially reasonable efforts to construct the Tenant Improvements within the Premises by January 17, 2000, as may be extended by any Tenant Delays (as defined below); provided, however, that Landlord shall not be liable to Tenant for any delay in completion of the Tenant Improvements. The Tenant Improvements (including the payment of all permits and other fees associated therewith) shall be performed at Tenant's cost, subject to the Landlord's contribution of the Tenant Improvement Allowance (as defined below).


Landlord represents and warrants to Tenant that the Base Building Improvements will be done in a good and workmanlike manner using materials of good quality.


3. PLANS AND BUDGET.


A. No later than September 15, 1999, Tenant shall provide Landlord with the program document and schematic design for the Tenant Improvements. On the basis of this information, Landlord shall engage MBH Architects ("Architect") to prepare plans and specifications for the Tenant Improvements (the "Plans"). The Plans shall be prepared in compliance with all applicable local, state and federal laws and regulations. Within five (5) days of receipt of the program document and schematic design from Tenant, Landlord shall furnish


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the initial draft of the Plans for the Tenant Improvements to Tenant for Tenant's review and approval, which Tenant shall not unreasonably withhold or delay, Tenant shall review and approve (or provide written comment regarding) such Plans within three (3) business days after receipt thereof. Tenant's failure to deliver the program document and schematic design, or detailed written comments on the draft Plans, within the time periods specified herein shall be deemed to be a "Tenant Delay" for purposes of this Agreement. In addition, any changes or modifications to the Plans requested by Tenant which delay the completion of the Tenant improvements shall be deemed to be a "Tenant Delay" for purposes of this Agreement, unless Tenant can demonstrate that the Plans prepared by Landlord were materially inconsistent with the program document and schematic design provided to Landlord by Tenant. Landlord shall construct the Tenant Improvements in compliance with all applicable local, state and federal laws and regulations.


B. The Architect shall prepare working drawings on the basis of the Plans, which shall be provided to the Contractor for preparation of a construction budget (the "Budget"). The Architect shall be paid on a base contract of $210,000 plus reimbursable expenses at cost plus fifteen percent (15%). The Budget shall include five percent (5%) for "overhead and profit" and seven percent (7%) for "general conditions," which amounts shall constitute the entire Contractor's fee to be charged against the Budget. The Contractor shall solicit bids from three (3) subcontractors whenever possible for each trade or item in connection with construction of the Tenant Improvements, shall select the lowest bidder (provided that such bidder shall be able to perform the wor
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