Disbursement of Tenant Improvement Allowance. During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance, and shall authorize the release of monies for the benefit of Tenant as follows: (a) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant to the request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount. (b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.
Appears in 2 contracts
Sources: Office Lease (Audentes Therapeutics, Inc.), Office Lease (Audentes Therapeutics, Inc.)
Disbursement of Tenant Improvement Allowance. During the -------------------------------------------- construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance, and shall authorize the release of monies for the benefit of Tenant as follows:
(a) On or before the fifth (5th) day of each calendar Allowance once per month during the construction of the Tenant Improvements (or such other date on a more frequent basis as Landlord may designate), determine) to pay for the Tenant shall deliver to Improvement Allowance Items following Landlord's receipt of: (i) a request for payment of the contractorContractor, Architect and/or Engineers, as applicable (as such terms are defined below), approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; and (iii) executed mechanic’s 's lien releases from all of third parties to receive payment pursuant to the request for payment Tenant's Agents (as that term is defined in Section 4.1.2 below) which shall comply with the appropriate provisions, as reasonably determined by Landlord, ------------- provisions of applicable California law; and (iv) all other information reasonably requested by LandlordCivil Code Section 3262(d). Tenant’s request for payment shall be deemed Tenant’s acceptance and approval Landlord may make such disbursements of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made Improvement Allowance jointly payable to Tenant and Tenant’s contractor in the Contractor or jointly to the Tenant and the Architect, Engineers or other vendors to whom direct payment of the lesser of: (A) the amounts so requested by Tenantis to be made, less and may provide for up to a ten percent (10%) retention (the aggregate amount of so long as such retentions to be known as the “Final Retention”), and (B) the balance retention is not duplicative of any remaining available portion retention already provided in Tenant's payment request or specified in the applicable contractor's contract) for each such disbursement (but such retention shall not apply to payment of the Tenant Improvement Allowance (not including fees of the Final RetentionArchitect and/or Engineers unless expressly provided in the contracts with such entities), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant disburse all retentions following the Substantial Completion completion of construction of the Premises, provided that (i) Tenant delivers to Landlord Premises and Landlord's receipt of properly executed mechanics lien releases in compliance with applicable both California law; Civil Code Section 3262(d)(2) and (iieither Section 3262(d)(3) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the BuildingSection 3262(d)(4).
Appears in 2 contracts
Sources: Telecommunications Office Lease (Equinix Inc), Telecommunications Office Lease (Equinix Inc)
Disbursement of Tenant Improvement Allowance. During Once a month, on or before the 10th day of the month, Tenant shall present to Landlord a Request for Disbursement ("Request for Disbursement") requesting payment by Landlord of any costs associated with the design, engineering or construction of the Tenant Improvements, Landlord tenant improvements. The Request for Disbursement shall make monthly disbursements of include the Tenant Improvement Allowance, and shall authorize the release of monies for the benefit of Tenant as followsfollowing information:
(a1) On or before the fifth (5th) day of each calendar month during the construction of the A certificate from Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion confirming that all of the work contained in the Request for Disbursement has been completed and in accordance with the portion not completed, and demonstrating applicable contracts.
2) A Certificate from Tenant's Architect confirming that the relationship between the cost all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts and certifying that materials have arrived on the cost job.
3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid."
4) And such other reasonable documentation as may be requested by Landlord not later than the 25th day of the work to previous month. Payment shall not be completed; (ii) invoices made on any Request for labor rendered Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the Premises; . Landlord shall have five (iii5) executed mechanic’s lien releases calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) days of receipt of the Request for Disbursement. If any items are in dispute, Landlord shall not make payment on those items until the dispute is resolved, but Landlord shall make payment to Tenant of all amounts not in dispute within ten (10) days of third parties to receive payment pursuant to receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, made therein. A final disbursement of applicable California law; and Twenty-five Thousand Dollars (iv$25,000.00) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth held until all punchlist items in Tenant’s payment request. On 's Premises are complete, and the time for the filing of any mechanics liens claimed or before the last day which might be filed on account of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested any work performed by Tenant, less a ten percent (10%) retention (Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the aggregate entire amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including See Addendum P. 1.C.) to Tenant, except the Final Retention)final disbursement of $25,000.00, provided that Landlord does not dispute any request for payment based on non-compliance of any work and all costs associated with the Plans and Specifications design, engineering or due to any substandard work, or for any other reason. Landlord’s payment construction of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant 's Premises shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced paid directly by such amountTenant.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.
Appears in 2 contracts
Sources: Office Building Lease (Fair Isaac & Company Inc), Office Building Lease (Fair Isaac & Company Inc)
Disbursement of Tenant Improvement Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly periodic disbursements (no more often than once per month) of the Tenant Improvement Allowance, Allowance to reimburse Tenant for Tenant Improvement Allowance Items and shall authorize the release of monies for the benefit of Tenant funds as follows:.
(ai) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate)To request a periodic disbursement, Tenant shall deliver to Landlord: (iA) a request for payment of the contractor, from Contractor (defined below) approved by Tenant, in a reasonable form to be provided or approved in advance by Landlord, including a schedule of values and showing the schedulepercentage of completion, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovements, detailing which details the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (iiB) invoices from all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the Premises; (iiiC) executed conditional mechanic’s lien releases from all of third parties to receive payment pursuant Tenant’s Agents who have lien rights with respect to the subject request for payment which shall comply (along with the appropriate provisions, as reasonably determined by unconditional mechanics’ lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) in compliance with all applicable laws; (D) if not already supplied to Landlord, a copy of applicable California lawthe construction permits referenced in Section 3.2(a) below; and (ivE) all other information reasonably requested by Landlord. Landlord (collectively, the “Payment Request Supporting Documentation”).
(ii) Within forty (40) days after Tenant’s request for payment shall be deemed Tenant’s acceptance and approval delivery to Landlord of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar monthall Payment Request Supporting Documentation, Landlord shall deliver a check to Tenant made jointly payable payment in an amount equal to Tenant and Tenant’s contractor in payment of the lesser of: (Ax) the amounts amount so requested by Tenant, as set forth in Section 1.2(b)(i) above, less (i) the applicable Over-Tenant Improvement Allowance Amount (defined in Section 3.2(a) below and (ii) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (By) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Plans and Specifications Approved Working Drawings (defined below) or due to any substandard workwork (reasonably determined by Landlord) and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within ten (10) days following Tenant’s submission of its Payment Request Supporting Documentation, or for Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any other reasonsuch dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(biii) Subject to the provisions hereofof this Work Agreement, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion final completion of construction of the PremisesTenant Improvements, Landlord shall deliver to Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (iA) Tenant delivers to Landlord properly executed mechanics unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with all applicable California lawlaws, as reasonably determined by Landlord; and (iiB) Landlord has determined in good faith that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building; (C) Architect delivers to Landlord a certificate, or any other tenantin a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements has been finally completed; (D) Tenant supplies Landlord with evidence that all governmental approvals required for an occupant to legally occupy the Premises has been obtained; and (E) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord’s use of such other tenantstandard “close-out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Tenant’s leased premises in the Buildingvendors.
Appears in 1 contract
Sources: Sublease (Dynavax Technologies Corp)
Disbursement of Tenant Improvement Allowance. During The Tenant Improvement Allowance shall be paid upon completion of the Leasehold Improvements on the basis set forth below. Tenant shall submit to Landlord, from time-to-time during construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance, and shall authorize the release of monies for the benefit of Tenant as follows:
(a) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Leasehold Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (ibut not more than once per month) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of and upon completion of the Tenant Improvements in the PremisesLeasehold Improvements, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant to the a written request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, disbursement of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention“Request”), provided that Landlord does not dispute any request for payment based on non-compliance . The Request shall include a copy of any work all bills and invoices (“Bills and Invoices”) which Tenant has or is required to pay in connection with the Plans amount then being requested for reimbursement and Specifications or due to any substandard work, or for any other reason. Landlorda certification from Tenant’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of construction representative and the work furnished or materials supplied Selected Contractor (as defined below) that the amount set forth in Tenant’s payment requestthe Request has been paid or is due and owing, together with a copy of all conditional and final lien releases and waivers, as applicable for a project in progress or a completed project, and if a completed project, a temporary certificate of occupancy, and all other information reasonably requested by Landlord relating to the amount then being reimbursed. Notwithstanding Disbursement of the foregoing, if Landlord reasonably determines at any time that Tenant Improvement Allowance shall be conditioned upon the following: (a) the cost Landlord’s receipt of such Bills and Invoices, information, and lien releases and waivers, (b) upon completion of the Tenant Improvements will exceed Improvements, the determination that the Tenant Improvement AllowanceImprovements are Substantially Complete, or and (bc) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined determination that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety Building systems or other systems of the Building, the curtain wall of the Building, the structure structural or exterior appearance of the Building, Building or any other tenant’s use of such other tenant’s its leased premises in the Building. Provided Tenant delivers such Bills and Invoices, information, and lien releases and waivers to Landlord on or before the 15th day of a calendar month and otherwise satisfies the conditions set forth in clauses (a) through (c), above, Landlord shall issue a check equal to the sum of the Bills and Invoices but not to exceed the remaining amount of the Tenant Improvement Allowance on or before the 15th day of the immediately following calendar month. Landlord shall have the option to issue all checks issued in connection with this Work Letter Agreement as payable to Tenant.
Appears in 1 contract
Sources: Lease Agreement (First California Financial Group, Inc.)
Disbursement of Tenant Improvement Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance, Allowance to reimburse Tenant for Tenant Improvement Allowance Items and shall authorize the release of monies for the benefit of Tenant funds as follows:, and otherwise in accordance with Landlord’s standard disbursement process.
(ai) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (iA) a request for payment of the contractor, from Contractor (defined below) approved by TenantTenant and the Architect (hereafter defined), in a reasonable form to be provided or approved in advance by Landlord, including a schedule of values and showing the schedulepercentage of completion, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovements, detailing which details the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (iiB) invoices from all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the Phase I Premises and Phase II Premises; (iiiC) executed conditional mechanic’s lien releases from all of third parties to receive payment pursuant Tenant’s Agents who have lien rights with respect to the subject request for payment which shall comply (along with the appropriate provisions, as reasonably determined by Landlord, of unconditional mechanics’ lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) in compliance with all applicable California lawlaws; and (ivD) all other information reasonably requested by Landlord. Landlord (collectively, the “Payment Request Supporting Documentation”).
(ii) Within forty-five (45) days after Tenant’s request for payment shall be deemed Tenant’s acceptance and approval delivery to Landlord of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar monthall Payment Request Supporting Documentation, Landlord shall deliver a check to Tenant made jointly payable payment in an amount equal to Tenant and Tenant’s contractor in payment of the lesser of: (Ax) the amounts amount so requested by Tenant, as set forth above, less (i) the applicable Over-Tenant Improvement Allowance Amount (defined in Section 3.2(a) below and (ii) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (By) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Plans and Specifications Approved Working Drawings (defined below) or due to any substandard workwork and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within ten (10) business days following Tenant’s submission of its Payment Request Supporting Documentation, or for Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any other reasonsuch dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(biii) Subject to the provisions hereofof this Work Agreement, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion final completion of construction of the PremisesTenant Improvements, Landlord shall deliver to Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (iA) Tenant delivers to Landlord properly executed mechanics unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with all applicable California lawlaws, as reasonably determined by Landlord; and (iiB) Landlord has determined in good faith that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building; (C) Architect delivers to Landlord a certificate, or any other tenantin a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements has been finally completed; (D) Tenant supplies Landlord with evidence that all governmental approvals required for an occupant to legally occupy the Premises has been obtained; and (E) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord’s use of such other tenantstandard “close-out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Tenant’s leased premises in the Buildingvendors.
Appears in 1 contract
Sources: Lease Agreement (Zogenix, Inc.)
Disbursement of Tenant Improvement Allowance. During 6.5.1 Each month, during the construction of Original Premises Tenant Improvements and the Fifth Floor Tenant Improvements (collectively referred to herein as the “Tenant Improvements”), Tenant shall furnish Landlord a completed requisition (“Requisition”) for an advance for the Tenant ImprovementsImprovements performed in the prior months, Landlord shall make monthly disbursements of from either the Original Premises Tenant Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, as applicable (in forms issued by the American Institute of Architects such as G702 and shall authorize the release of monies for the benefit of Tenant as follows:
G703 or comparable industry standard forms), certified and sworn to by Tenant’s Architect or Tenant’s Engineer (a) On or before to the fifth (5th) day of each calendar month during effect that the construction value of the labor and materials in place equals the total portion of the either the Original Premises Tenant Improvements Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, as applicable, funded to date plus the amount of the advance then being requested, and (or such other b) that the work completed to date as Landlord may designate)has been performed in a good and workmanlike manner, Tenant to the satisfaction of Tenant’s Architect and Tenant’s Engineer, in substantial accordance with the Construction Documents and all Applicable Laws. The Requisition and certification shall deliver to Landlordbe accompanied by the following: (i) a request Contractor’s invoice(s) on AIA Documents G702 and G703 or comparable industry standard forms for work performed and covered by the Requisition for the payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completedbeing requested; (ii) invoices Contractor’s certification that such invoice(s) reflects the work that has been performed and covered by the Requisition for labor rendered and materials delivered to the Premisespayment being requested; (iii) executed mechanicContractor’s lien releases sworn statement showing all subcontractors with whom the Contractor has entered into subcontracts, the amount of each subcontract, the amount requested for any subcontractor in the application for payment and the amount to be paid to the subcontractor from such progress payment, together with similar sworn statements from all of third parties first-tier subcontractors for whom payment is requested in such application for payment; (iv) lien waivers from the Contractor and all subcontractors, sub-subcontractors, and suppliers for whom payment is requested in the application for payment, such lien waiver being subject to receive payment pursuant to the request only; (v) all invoices received from vendors for whom payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California lawis requested in such application for payment; and (ivvi) such other industry standard information or documentation as the Landlord may reasonably require. With each Requisition, the Contractor also shall provide copies of all other information reasonably requested subcontractors’ monthly applications for payment to substantiate the Contractor’s application for payment. Notwithstanding anything herein to the contrary, in no event shall lien waivers be required for contractors or suppliers except to the extent the value of the applicable contractor’s or supplier’s work or materials provided exceeds $10,000.00 in the aggregate unless so required by Landlord’s lender.
6.5.2 Landlord shall pay the amount of the Requisition (up to the amount of either the Original Premises Tenant Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, as applicable) within thirty (30) days following receipt of said Requisition; provided however, that Landlord shall have the option to inspect and approve the applicable Tenant Improvements and verify the invoices and waivers and other evidence submitted by Tenant; and further provided, however, such review, approval and verification shall not, except as permitted in (x), (y) and (z) below, extend the thirty (30) day period within which Landlord shall make payment to Tenant for the amount set forth in the Requisition. Tenant’s request If Landlord reasonably disputes only a portion of the amount requested in a Requisition, Landlord shall, promptly pay Tenant the undisputed portion. Once the dispute is resolved, in the event it is determined Landlord must pay Tenant for the disputed portion previously withheld, such payment shall be deemed Tenant’s acceptance and approval made within ten (10) days of resolution of the work furnished and/or dispute, including interest at the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment requestDefault Rate. Notwithstanding the foregoing, if in no event shall: (x) the total amount of disbursements made by Landlord reasonably determines pursuant to this Section 6.5 exceed the amount of either the Original Premises Tenant Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, as applicable, (y) Landlord be required to reimburse Tenant for costs associated with the Tenant Improvements to the extent that Tenant fails to comply with the terms of this Work Letter after written notice thereof and Tenant’s failure to cure such default within thirty (30) days after written notice from Landlord, or (z) Landlord be required to make any disbursement of either the Original Premises Tenant Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, as applicable, to Tenant at any time that (a) the cost Tenant is in an uncured material default of the Lease past any applicable notice and cure periods; provided, however, in the event Tenant Improvements will exceed subsequently cures any of such default referenced above prior to Landlord exercising any right of termination of the Lease, Landlord shall be required to make such reimbursement or disbursement of the Original Premises Tenant Improvement Allowance or the Fifth Floor Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amountas applicable.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.
Appears in 1 contract
Sources: Deed of Lease (Appian Corp)
Disbursement of Tenant Improvement Allowance. During the design and construction of the Tenant ImprovementsWork, Landlord shall make monthly disbursements of the Tenant Improvement Allowance, Allowance to reimburse Tenant for Tenant Improvement Allowance Items and shall authorize the release of monies for the benefit of Tenant funds as follows:.
(aA) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i1) a request for payment of the contractor, from Contractor approved by TenantTenant and the Architect (hereafter defined), in a commercially reasonable form to be provided or approved in advance by Landlord, including a schedule of values and showing the schedulepercentage of completion, by trade, of percentage of completion of the Tenant Improvements in the PremisesWork, detailing which details the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii2) invoices an invoice from the Contractor for labor rendered and materials delivered to the Premises; and (iii3) executed conditional mechanic’s lien releases from all of third parties to receive payment pursuant Tenant’s Construction Parties (defined below) who have lien rights with respect to the subject request for payment which shall comply (along with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. unconditional mechanics’ lien releases with respect to payments made pursuant to Tenant’s request for payment shall be deemed prior submission hereunder) in compliance with all applicable laws (collectively, the “Payment Request Supporting Documentation”).
(B) Within forty (40) days after Tenant’s acceptance and approval delivery to Landlord of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar monthall Payment Request Supporting Documentation, Landlord shall deliver a check to Tenant made jointly payable payment in an amount equal to Tenant and Tenant’s contractor in payment of the lesser of: (Ax) the amounts amount so requested by Tenant, as set forth above, less (1) the applicable Over-Allowance Amount (defined in Section 3(b)(i) below and (2) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (By) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that if Landlord does not dispute reasonably disputes any item in a request for payment based on non-compliance of any work with the Plans and Specifications Approved Working Drawings (defined below) or due to any substandard workwork and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within ten (10) Business Days following Tenant’s submission of its Payment Request Supporting Documentation, or for Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any other reasonsuch dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(bC) Subject to the provisions hereofof this Work Agreement, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion final completion of construction of the PremisesTenant Work, Landlord shall deliver to Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (i1) Tenant delivers to Landlord properly executed mechanics unconditional mechanics’ lien releases from all of Tenant’s Construction Parties in compliance with all applicable California law; and (ii) Landlord has laws, as reasonably determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.by
Appears in 1 contract
Sources: Office/Laboratory Lease (Caribou Biosciences, Inc.)
Disbursement of Tenant Improvement Allowance. During the design and construction of the Tenant ImprovementsWork, Landlord shall make monthly disbursements of the Tenant Improvement Allowance, Allowance to reimburse Tenant for Tenant Improvement Allowance Items and shall authorize the release of monies for the benefit of Tenant funds as follows:, and otherwise in accordance with Landlord’s standard disbursement process.
(aA) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i1) a request for payment of the contractor, from Contractor (defined below) approved by TenantTenant and the Architect (hereafter defined), in a commercially reasonable form to be provided or approved in advance by Landlord, including a schedule of values and showing the schedulepercentage of completion, by trade, of percentage of completion of the Tenant Improvements in the PremisesWork, detailing which details the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii2) invoices from all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the Premises; (iii3) executed conditional mechanic’s lien releases from all of third parties to receive payment pursuant Tenant’s Agents who have lien rights with respect to the subject request for payment (along with unconditional mechanics’ lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) in compliance with all applicable laws; (4) a copy of the check(s) which shall comply with Tenant issued to pay the appropriate provisions, as reasonably determined by Landlord, of applicable California lawrequested sums to Tenant’s Agents; and (iv5) all other information reasonably requested by Landlord. Landlord (collectively, the “Payment Request Supporting Documentation”).
(B) Within forty (40) days after Tenant’s request for payment shall be deemed Tenant’s acceptance and approval delivery to Landlord of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar monthall Payment Request Supporting Documentation, Landlord shall deliver a check to Tenant made jointly payable payment in an amount equal to Tenant and Tenant’s contractor in payment of the lesser of: (Ax) the amounts amount so requested by Tenant, as set forth above, less (1) the applicable Over-Tenant Improvement Allowance Amount (defined in Section 3.2(a) below and (2) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (By) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Plans and Specifications Approved Working Drawings (defined below) or due to any substandard workwork and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within ten (10) business days following Tenant’s submission of its Payment Request Supporting Documentation, or for Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any other reasonsuch dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(bC) Subject to the provisions hereofof this Work Agreement, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion final completion of construction of the PremisesTenant Work, Landlord shall deliver to Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (i1) Tenant delivers to Landlord properly executed mechanics unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with all applicable California lawlaws, as reasonably determined by Landlord; and (ii2) Landlord has determined in good faith that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building; (3) Architect delivers to Landlord a certificate, or any other tenantin a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Work has been finally completed; (4) Tenant supplies Landlord with evidence that all governmental approvals required for an occupant to legally occupy the Premises has been obtained; and (5) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord’s use of such other tenantstandard “close-out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Tenant’s leased premises in the Buildingvendors.
Appears in 1 contract
Disbursement of Tenant Improvement Allowance. During With respect to Tenant Improvement Allowance Items, the construction Tenant Improvement Allowance shall be paid by Landlord in monthly installments after Tenant’s submission of payment requests, each of which shall include the following: (i) invoices for the Tenant Improvements, with sufficient back-up ▇▇▇▇▇▇▇▇ from contractors, subcontractors, suppliers and providers of services to give Landlord a financial accounting regarding each invoice to be reimbursed by Landlord, (ii) a certificate signed by Tenant’s Architect and an authorized officer of Tenant certifying that the Tenant Improvement Work represented by the aforesaid invoices has been satisfactorily constructed substantially in accordance with Tenant’s Plans, (iii) lien waivers by all of Tenant’s Agents (as that term is defined in Section 3.1.2 below) for all such work covered by the invoices and (iv) with the last payment request for Tenant Improvements (as opposed to payment requests with respect to Occupancy Expenses) a general waiver of lien from the contractor, subcontractors and materialmen regarding the Tenant Improvements. At Tenant’s election, such payments shall be made to Tenant or directly to the applicable contractors, subcontractors, suppliers, materialmen or providers of services. Landlord shall make monthly disbursements of pay to Tenant the specified amounts for each payment request not to exceed, in the aggregate, the Tenant Improvement Allowance, and shall authorize the release within thirty (30) days after receipt of monies for the benefit of Tenant as follows:
(a) On or before the fifth (5th) day of each calendar month during the construction all of the Tenant Improvements (or such other date as information and documentation specified above. Landlord may designate)and Landlord’s lender, Tenant Manufacturers and Traders Trust Company shall deliver have the right to Landlord: (i) a request for payment of inspect the contractorPremises, approved accompanied by Tenant’s representative and subject to the general contractor’s reasonable work and access rules, in a reasonable form to be provided by Landlord, showing confirm the schedule, by trade, of percentage of completion of the work covered by such invoices. With respect to Occupancy Expenses, the Tenant Improvements in the Premises, detailing the portion Improvement Allowance shall be paid by Landlord within thirty (30) days after receipt of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant to the request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance reimbursement for Occupancy Expenses accompanied by invoices from the suppliers and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amountservice providers.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.
Appears in 1 contract
Sources: Lease (Neustar Inc)
Disbursement of Tenant Improvement Allowance. During Once a month, on or before the 10th day of the month, Tenant shall present to Landlord a Request for Disbursement ("Request for Disbursement") requesting payment by Landlord of any costs associated with the design, engineering or construction of the Tenant Improvements, Landlord tenant improvements. The Request for Disbursement shall make monthly disbursements of include the Tenant Improvement Allowance, and shall authorize the release of monies for the benefit of Tenant as followsfollowing information:
(a1) On or before the fifth (5th) day of each calendar month during the construction of the A certificate from Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion confirming that all of the work contained in the Request for Disbursement has been completed and in accordance with the portion not completed, and demonstrating applicable contracts.
2) A Certificate from Tenant's Architect confirming that the relationship between the cost all of the work contained in the Request for Disbursement has been completed in accordance with the applicable contracts and certifying that materials have arrived on the cost job.
3) Unconditional mechanics lien releases and copies of invoices from the Contractor, subcontractors, suppliers and materialmen marked "Paid."
4) And such other reasonable documentation as may be requested by Landlord not later than the 25th day of the work to previous month. Payment shall not be completed; (ii) invoices made on any Request for labor rendered Disbursement until all of the information and documentation above is complete. Payment shall be made only for those materials which have been installed or which have been delivered to the Premises; . Landlord shall have five (iii5) executed mechanic’s lien releases calendar days from the date of receipt of the Request for Disbursement to review same and request clarification. If Landlord is in Agreement with the Request for Disbursement, payment shall be made to Tenant within ten (10) days of receipt of the Request for Disbursement. If any items are in dispute, Landlord shall not make payment on those items until the dispute is resolved, but Landlord shall make payment to Tenant of all amounts not in dispute within ten (10) days of third parties to receive payment pursuant to receipt of the Request for Disbursement. Landlord shall not unreasonably withhold its approval of any Request for Disbursement or on any specific request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, made therein. A final disbursement of applicable California law; and Twenty-five Thousand Dollars (iv$25,000.00) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth held until all punchlist items in Tenant’s payment request. On 's Premises are complete, and the time for the filing of any mechanics liens claimed or before the last day which might be filed on account of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested any work performed by Tenant, less a ten percent (10%) retention (Contractor, subcontractors, suppliers or materialmen has passed. Any damage to Landlord's property will be repaired to Landlord's satisfaction. Once Landlord has disbursed the aggregate entire amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including See Addendum 1[1.C.) to Tenant, except the Final Retention)final disbursement of $25,000.00, provided that Landlord does not dispute any request for payment based on non-compliance of any work and all costs associated with the Plans and Specifications design, engineering or due to any substandard work, or for any other reason. Landlord’s payment construction of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant 's Premises shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced paid directly by such amountTenant.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.
Appears in 1 contract
Disbursement of Tenant Improvement Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly periodic disbursements (no more often than once per month) of the Tenant Improvement Allowance, Allowance to reimburse Tenant for Tenant Improvement Allowance Items and shall authorize the release of monies for the benefit of Tenant funds as follows:.
(ai) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate)To request a periodic disbursement, Tenant shall deliver to Landlord: (iA) a request for payment of the contractor, from Contractor (defined below) approved by Tenant, in a reasonable form to be provided or approved in advance by Landlord, including a schedule of values and showing the schedulepercentage of completion, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovements, detailing which details the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (iiB) invoices from all of Tenant’s Agents (defined below) for labor rendered and materials delivered to the Premises; (iiiC) executed conditional mechanic’s lien releases from all of third parties to receive payment pursuant Tenant’s Agents who have lien rights with respect to the subject request for payment which shall comply (along with the appropriate provisions, as reasonably determined by unconditional mechanics’ lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) in compliance with all applicable laws; (D) if not already supplied to Landlord, a copy of applicable California lawthe construction permits referenced in Section 3.2(a) below; and (ivE) all other information reasonably requested by Landlord. Landlord (collectively, the “Payment Request Supporting Documentation”).
(ii) Within forty (40) days after Tenant’s request for payment shall be deemed Tenant’s acceptance and approval delivery to Landlord of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar monthall Payment Request Supporting Documentation, Landlord shall deliver a check to Tenant made jointly payable payment in an amount equal to Tenant and Tenant’s contractor in payment of the lesser of: (Ax) the amounts amount so requested by Tenant, as set forth in Section 1.2(b)(i) above, less (i) the applicable Over-Tenant Improvement Allowance Amount (defined in Section 3.2(a) below and (ii) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (By) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute if Landlord, in good faith, disputes any item in a request for payment based on non-compliance of any work with the Plans and Specifications Approved Working Drawings (defined below) or due to any substandard workwork (reasonably determined by Landlord) and delivers a written objection to such item setting forth with reasonable particularity Landlord’s reasons for its dispute (a “Draw Dispute Notice”) within ten (10) days following Tenant’s submission of its Payment Request Supporting Documentation, or for Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently resolve any other reasonsuch dispute. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(biii) Subject to the provisions hereofof this Work Agreement, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion final completion of construction of the PremisesTenant Improvements, Landlord shall deliver to Tenant a check made payable to Tenant, or a check or checks made payable to another party or parties as reasonably requested by Tenant, in the amount of the Final Retention, provided that (iA) Tenant delivers to Landlord properly executed mechanics unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with all applicable California lawlaws, as reasonably determined by Landlord; and (iiB) Landlord has determined in good faith that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building; (C) Architect delivers to Landlord a certificate, or any other tenantin a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements has been finally completed; (D) Tenant supplies Landlord with evidence that all governmental approvals required for an occupant to legally occupy the Premises has been obtained; and (E) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord’s use of such other tenantstandard “close‑out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Tenant’s leased premises in the Buildingvendors.
Appears in 1 contract
Sources: Office/Laboratory Lease (Dynavax Technologies Corp)
Disbursement of Tenant Improvement Allowance. During Disbursement of the Tenant Improvement Allowance shall be subject to compliance by Tenant and the Tenant’s Contractor with the applicable provisions for disbursement of funds by Landlord as set forth herein. Not more often than monthly, Tenant’s Contractor shall present to Landlord standard AIA pay request forms G701, G702, and G703 for payment certified by Tenant’s Architect and approved by Tenant, together with applicable invoices and unconditional lien waivers (or, from subcontractors only, waivers conditioned only on payment) respecting all work covered by the pay request. Within thirty (30) days from receipt of the pay request and all required documentation, Landlord from the Tenant Improvement Allowance will disburse to Tenant, Tenant’s Contractor (or other appropriate vendor(s) indicated in such pay request), the amount approved by Landlord for work in place in the Premises or materials stored in the Premises and covered by the pay request form, less a 10% hold back for retainage, and less any amounts to be reimbursed to Landlord from or charged against the Tenant Improvement Allowance (including the construction management fee pursuant to Section 4 of this Work Letter) pursuant to express provisions of this Lease, which amounts may be paid directly to Landlord from the Tenant Improvement Allowance either upon completion of the Tenant Improvements or from time to time during construction, provided that Landlord shall give Tenant notice of the amount of such disbursement. Landlord itself or through an agent shall have the right, but not the obligation, to verify all requests for payment to assure Landlord that all work requested has been completed in substantial compliance with the approved Plans and Specifications and that no greater proportion of the Tenant Improvement Allowance is being disbursed than represents the proportionate portion of the Tenant Improvements that have been completed in substantial compliance with the approved Plans and Specifications. As provided in Section 5 hereof, Tenant shall be responsible for payment of any deficiencies if the cost of completion of the Tenant Improvements exceeds the Tenant Improvement Allowance. Upon submittal of the second to last pay application, Landlord shall reduce the retainage to five percent (5%). Upon completion of all Tenant Improvements and evidence of compliance with the approved Plans and Specifications and all of the other construction documents (including a certificate of occupancy by the City of Denver and a certificate made by Tenant’s Architect to Landlord certifying Substantial Completion of the Tenant Improvements in accordance with the requirements of this Lease), and subject to proof submitted by Tenant and Tenant’s Contractor that all payments respecting the Tenant Improvements have been completed and all unconditional lien waivers provided, and upon receipt of the final as-built plans of the Tenant Improvements, Landlord shall make monthly disbursements release to Tenant’s Contractor any retainage, not to exceed the then undisbursed amount of the Tenant Improvement Allowance, and shall authorize the release of monies for the benefit of Tenant as follows:
(a) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant to the request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.
Appears in 1 contract
Disbursement of Tenant Improvement Allowance. During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement AllowanceAllowance (subject to Sections 2.2.2 and 2.2.3.2), for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows:.
(a) 2.2.3.1 On or before the fifth (5th) last day of each calendar month month, or as mutually determined by Landlord and Tenant in writing, during the period from the Effective Date through the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall may deliver to Landlord: (i) a request for payment of the contractorContractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the applicable portion of the 2-4-7 Floor Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices from all of Tenant’s Agents (defined in Section 4.1.2 of this Work Letter) for labor rendered and materials delivered to the applicable portion of the 2-4-7 Floor Premises; (iii) executed conditional mechanic’s lien releases from all of third parties to receive payment pursuant to the request for payment Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California lawCivil Code Section 3262(d), or conditional releases if appropriate; and (iv) all other information reasonably requested in good faith by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar monthWithin 30 days thereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant and (unless otherwise requested by Tenant — for example, Tenant may request that the check be made payable to Tenant’s general contractor, in which event Landlord is hereby authorized to send such check directly to Tenant’s general contractor on Tenant’s behalf), in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 2.2.3.1, above, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”)) of the amounts payable to the Contractor, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Landlord Disbursement, the Final RetentionRetention or any Rent Credit Allowance Amount), provided that Landlord does not in good faith dispute any request for payment based on non-compliance of any work with the Plans and Specifications Approved Working Drawings or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then .
2.2.3.2 Tenant shall be required pay a construction administration and supervision fee (the “Landlord Supervision Fee”) to begin funding a share of future monthly disbursements Landlord in an amount equal to the proportion product of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; one and one-half percent (1.5%) and (ii) Landlord has determined that no substandard work exists which adversely affects an amount equal to the mechanical, electrical, plumbing, heating, ventilating final hard and air conditioning, life-safety or other systems soft costs of the Building, Tenant Improvements. Landlord may disburse the curtain wall Landlord Supervision Fee directly to itself on a periodic estimated basis out of the BuildingTenant Improvement Allowance as the Tenant Improvement work progresses, the structure or exterior appearance with a final reconciliation upon completion of the Building, or any other tenant’s use Tenant Improvement work as to each applicable portion of such other tenant’s leased premises in the Building.2-4-7
Appears in 1 contract
Disbursement of Tenant Improvement Allowance. During Following -------------------------------------------- Tenant's completion of the construction of the Tenant Improvements, and Landlord's receipt of the "Allowance Documentation," as that term is defined below, Landlord shall make monthly disbursements of disburse the Tenant Improvement AllowanceAllowance to Tenant. For the purposes of this Tenant Work Letter, the Allowance Documentation shall be defined as (i) invoices from all of "Tenant's Agents," as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and shall authorize materials ------------- delivered to the release of monies for the benefit of Tenant as follows:
Premises; (aii) On properly executed mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or before the fifth Section 3262(d)(4), (5thiii) day of each calendar month during a certificate from Architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not Premises has been substantially completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant to the request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestfurnished. On or before the last day of the following calendar monthThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available for that portion of the Tenant Improvement Allowance (not including spent by Tenant, as evidenced by the Final Retention)Allowance Documentation, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications "Approved Working Drawings," as that term is defined in Section 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which ----------- adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s 's use of such other tenant’s 's leased premises in the Building, or for any other reason. Landlord's payment of such amounts shall not be deemed Landlord's approval or acceptance of the work furnished or materials supplied as set forth in Tenant's payment request.
Appears in 1 contract
Sources: Office Lease (Extreme Networks Inc)
Disbursement of Tenant Improvement Allowance. During The Tenant Improvement Allowance may only be used for the Tenant Improvement Costs. The Tenant Improvements Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Tenant Improvements, in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s conditional waivers of liens which shall cover all Tenant Improvements for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Tenant Improvements; (v) plans and specifications for the Tenant Improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all then in effect Applicable Laws affecting the Building, Project and Premises; (vi) copies of all construction contracts for the Tenant Improvements, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Tenant Improvements. Upon completion of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance, and shall authorize the release of monies for the benefit of Tenant as follows:
(a) On or before the fifth (5th) day of each calendar month during the construction prior to final disbursement of the Tenant Improvements (or such other date as Landlord may designate)Allowance, Tenant shall deliver to Landlordfurnish Landlord with: (i1) a request for payment general contractor and architect’s completion affidavits, (2) full and final waivers of the contractorlien, approved by Tenant(3) bills covering all labor and materials expended and used, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion (4) as-built plans of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedImprovements, and demonstrating that (5) the relationship between the cost certification of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant to the request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor and its architect that the Tenant Improvements have been installed in payment of a good and workmanlike manner in accordance with the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”)approved plans, and (B) the balance of any remaining available portion of in accordance with Applicable Laws. In no event shall Landlord be required to disburse the Tenant Improvement Improvements Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reasonmore than one time per month. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) If the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal entitled to the proportion Tenant Improvements Allowance in accordance with the terms hereof, but each individual disbursement of the expected excess costs over Tenant Improvements Allowance shall be disbursed in the expected proportion that the Tenant Improvements Allowance bears to the total cost amountfor the Tenant Improvements, less the 10% retainage for each requested payment referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Tenant Improvements Allowance during the continuance of an uncured default under the Lease, and Landlord’s monthly disbursement obligation to disburse shall be reduced by only resume when and if such amount.
(b) Subject default is cured. The additional cure period available to Landlord as set forth in Section 19.5.1 of the provisions hereof, Lease following a check for breach of the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered Lease by Landlord shall not apply with respect to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases Landlord’s express obligations as set forth in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Buildingthis Work Letter.
Appears in 1 contract
Sources: Office Lease (NeuroPace Inc)
Disbursement of Tenant Improvement Allowance. During Landlord shall disburse the construction Tenant Improvement Allowance to Tenant in three (3) disbursements as follows:
3.1.1 The first disbursement shall be made when the Tenant Improvements are approximately thirty-five percent (35%) completed. Tenant may request the first disbursement by preparing and delivering to Landlord a written request for the first disbursement (the “First Allowance Request”) which shall include a statement of the actual cost of constructing the portion of the Tenant ImprovementsImprovements that have been completed, together with supporting statements and invoices from the Contractor, subcontractors, architects and engineers, and appropriate mechanics’ lien waivers, releases and such other documentation as Landlord may reasonably require to confirm the percentage completion of the Tenant Improvements in connection with the First Allowance Request. Landlord shall have ten (10) business days following its receipt of the First Allowance Request to notify Tenant of any deficiencies or additional information needed by Landlord to approve the First Allowance Request. Upon Landlord’s approval of the Initial Allowance Request, Landlord shall make monthly disbursements pay up to thirty-five percent (35%) of the Tenant Improvement Allowance, less a holdback equal to ten percent (10%) of the total first disbursement, to the Contractor or to the individual subcontractors, suppliers, and design professionals, as appropriate and as reasonably determined by Landlord in consultation with Tenant. Landlord shall authorize have thirty (30) days following its receipt of the release Initial Allowance Request and any additional information requested from Tenant in connection therewith to make the distributions provided in this Section 3.1.1. Failure of monies Landlord to make the distributions to Tenant within such period shall entitle Tenant to the offset rights set forth in Section 3.6, below.
3.1.2 The second disbursement shall be made when the Tenant Improvements are approximately seventy percent (70%) completed. Tenant may request the second disbursement by preparing and delivering to Landlord a written request for the benefit second disbursement (the “Second Allowance Request”) which shall include a statement of Tenant as follows:
(a) On or before the fifth (5th) day actual cost of each calendar month during constructing the construction portion of the Tenant Improvements (or that have been completed, together with supporting statements and invoices from the Contractor, subcontractors, architects and engineers, and appropriate mechanics’ lien waivers, releases and such other date documentation as Landlord may designate), Tenant shall deliver reasonably require to Landlord: (i) a request for payment of confirm the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in connection with the Premises, detailing the portion Second Allowance Request. Landlord shall have ten (10) business days following its receipt of the work completed and Second Allowance Request to notify Tenant of any deficiencies or additional information needed by Landlord to approve the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanicSecond Allowance Request. Upon Landlord’s lien releases from all of third parties to receive payment pursuant to the request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar monthall such documentation, Landlord shall deliver a check pay up to Tenant made jointly payable to Tenant and Tenant’s contractor in payment the sum of (i) the remaining undisbursed balance, if any, of the lesser of: thirty-five percent (A35%) of the amounts so requested by TenantTenant Improvement Allowance, less a ten percent (10%) retention (holdback, available for the aggregate amount of such retentions to be known as the “Final Retention”)first disbursement under Section 3.1.1, and (Bii) the balance thirty-five percent (35%) of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding less a share of future monthly disbursements in an amount holdback equal to the proportion ten percent (10%) of the expected excess costs over total second disbursement, to the expected total cost amountContractor or to the individual subcontractors, suppliers, and Landlord’s monthly disbursement shall be reduced by such amount.
(b) Subject to the provisions hereofdesign professionals, a check for the Final Retention payable jointly to Tenant as appropriate and Tenant’s contractor shall be delivered as reasonably determined by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to in consultation with Tenant. Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.shall have thirty
Appears in 1 contract
Sources: Office Lease (Twilio Inc)
Disbursement of Tenant Improvement Allowance. During The Tenant Improvement Allowance shall be paid upon completion of the Tenant Improvements on the basis set forth below; provided, under no circumstances shall Landlord pay any portion of the Tenant Improvement Allowance prior to January 1, 2009. Tenant shall submit to Landlord, from time-to-time during construction of the Tenant Improvements and upon completion of the Tenant Improvements, Landlord shall make monthly disbursements a written request for disbursement of all or a portion of the Tenant Improvement AllowanceAllowance (“Request”). The Request shall include a copy of all bills and invoices (“Bills and Invoices”) which Tenant has or is required to pay and a certification from Tenant’s construction representative and the Selected Contractor (as defined in Paragraph 4.1, below) that the amount set forth in the Request has been paid or is due and owing, together with a copy of appropriate (as determined by Landlord in its reasonable discretion) conditional and final lien releases and waivers, as applicable for a project in progress or a completed project, as appropriate, and shall authorize the release of monies for the benefit of Tenant as follows:
(a) On or before the fifth (5th) day of each calendar month during the construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant to the request for payment which shall comply with the appropriate provisions, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Upon Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) receipt of such Bills and Invoices, information, and lien releases and waivers, (b) Landlord’s determination that no person or entity has, or will have any right to file a mechanic’s, materialmen’s or design professional’s lien against the cost Premises, (c) determination that Substantial Completion (as defined in Paragraph 4.4, below) of the Tenant Improvements will exceed the Tenant Improvement Allowance, or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amounthas occurred, and Landlord’s monthly disbursement shall be reduced by such amount.
(bd) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor shall be delivered by Landlord to Tenant following the Substantial Completion of construction of the Premises, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined determination that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety Building systems or other systems of the Building, the curtain wall of the Building, the structure structural or exterior appearance of the Building, Building or any other tenant’s use of such other tenant’s its leased premises in the Building, Landlord shall issue a check equal to the sum of the Bills and Invoices but not to exceed the remaining amount of the Tenant Improvement Allowance. Landlord shall have the option to issue all checks issued in connection with work that has not yet been paid as payable jointly to Tenant and the Selected Contractor and/or any subcontractors. Notwithstanding the foregoing, under no circumstances shall Landlord pay any Tenant Improvement Allowance for Tenant Improvements when Substantial Completion of same occurs after December 31, 2010, and Tenant acknowledges and agrees that it shall be solely responsible for one hundred percent (100%) of all Tenant Improvement Costs incurred for such Tenant Improvements notwithstanding the possibility that there exists any unused amount of the Tenant Improvement Allowance. Notwithstanding the foregoing, Tenant may commence and/or complete the Tenant Improvements to the Premises prior to January 1, 2009; provided, however, that Landlord shall reimburse Tenant for such costs incurred in accordance with this Section 3.4 of the Sixth Amendment, up to the amount of the Tenant Improvement Allowance, but not before January 1, 2009.
Appears in 1 contract
Disbursement of Tenant Improvement Allowance. During the construction a. The first sentence of Section 2.2.2 of the Tenant ImprovementsWork Letter is hereby deleted in its entirety and replaced with the following: “Subject to Section 2.1 above, from time to time, Tenant may submit an application for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702, certified by Architect (if applicable) and an officer of Tenant (an “Application for Payment”), for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building for any period prior to the date of such application for payment (but not including costs subject to a prior Application for Payment).”
b. The fourth sentence of Section 2.2.2 is hereby deleted in its entirety and replaced with the following: “If Tenant fails to Substantially Complete the Tenant Improvements within eighteen months after the commencement of work, then Landlord shall make monthly disbursements have no obligation to disburse any further amounts of the Tenant Improvement Allowance, and shall authorize .”
c. The portion of the release last sentence of monies for the benefit first block paragraph of Tenant as follows:
(a) On or before the fifth (5th) day of each calendar month during the construction Section 2.2.2 of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for payment of the contractor, approved by Tenant, in a reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed; (ii) invoices for labor rendered and materials delivered Work Letter prior to the Premises; (iii) executed mechanic’s lien releases from all of third parties to receive payment pursuant grammatical colon is hereby deleted in its entirety and replaced with the following: “Subject to the request for payment which shall comply with the appropriate provisionsprovisions of this Tenant Work Letter, as reasonably determined by Landlord, of applicable California law; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. On or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made jointly payable to Tenant and Tenant’s contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available for that portion of the Tenant Improvement Allowance (not including the Final Retention), provided that Landlord does not dispute any request covered by an Application for payment based on non-compliance Payment and consisting of any work with the Plans and Specifications or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if Landlord reasonably determines at any time that (a) the cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, Allowance Items payable individually to Tenant or (b) the cost of space planning will exceed the Space Planning Allowance, then Tenant shall be required to begin funding a share of future monthly disbursements in an amount equal to the proportion of the expected excess costs over the expected total cost amount, and Landlord’s monthly disbursement shall be reduced by such amount.
(b) Subject to the provisions hereof, a check for the Final Retention payable jointly to Tenant and Tenant’s contractor Contractor shall be delivered by Landlord to Tenant within thirty (30) days following the Substantial Completion submittal of construction of the Premisesan Application for Payment, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with applicable California law; and (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building.Application for Payment:”
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Sources: Lease (LumiraDx LTD)