Common use of Disbursement of Tenant Improvement Allowance Clause in Contracts

Disbursement of Tenant Improvement Allowance. During the -------------------------------------------- construction of the Tenant Improvements, Landlord shall make disbursements of the Tenant Improvement Allowance once per month (or on a more frequent basis as Landlord may determine) to pay for the Tenant Improvement Allowance Items following Landlord's receipt of: (i) a request for payment of the Contractor, Architect and/or Engineers, as applicable (as such terms are defined below), approved by Tenant, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premises; (ii) invoices for labor rendered and materials delivered to the Premises; and (iii) executed mechanic's lien releases from all of Tenant's Agents (as that term is defined in Section 4.1.2 below) which shall comply with the appropriate ------------- provisions of California Civil Code Section 3262(d). Landlord may make such disbursements of the Tenant Improvement Allowance jointly to Tenant and the Contractor or jointly to the Tenant and the Architect, Engineers or other vendors to whom direct payment is to be made, and may provide for up to a ten percent (10%) retention (so long as such retention is not duplicative of any 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 fees of the Architect and/or Engineers unless expressly provided in the contracts with such entities). 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. Landlord shall disburse all retentions following the completion of construction of the Premises and Landlord's receipt of properly executed mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4).

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 disbursements of from either the Original Premises Tenant Improvement Allowance once per month or the Fifth Floor Tenant Improvement Allowance, as applicable (in forms issued by the American Institute of Architects such as G702 and G703 or on a more frequent basis as Landlord may determinecomparable industry standard forms), certified and sworn to by Tenant’s Architect or Tenant’s Engineer (a) to pay for the effect that the value of the labor and materials in place equals the total portion of the either the Original Premises Tenant Improvement Allowance Items following Landlord's receipt ofor the Fifth Floor Tenant Improvement Allowance, as applicable, funded to date plus the amount of the advance then being requested, and (b) that the work completed to date has been performed in a good and workmanlike manner, 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 be 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, Architect and/or Engineers, as applicable (as such terms are defined below), approved by Tenant, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premisesbeing 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 the payment being requested; (iii) Contractor’s 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 materials delivered the amount to be paid to the Premisessubcontractor from such progress payment, together with similar sworn statements from all 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 payment only; (v) all invoices received from vendors for whom payment is requested in such application for payment; and (iiivi) executed mechanic's lien releases from all of Tenant's Agents (such other industry standard information or documentation as that term is defined in Section 4.1.2 below) which shall comply with the appropriate ------------- provisions of California Civil Code Section 3262(d). Landlord may make such disbursements of the Tenant Improvement Allowance jointly to Tenant and reasonably require. With each Requisition, the Contractor or jointly also shall provide copies of all subcontractors’ monthly applications for payment to substantiate the Contractor’s application for payment. Notwithstanding anything herein to the Tenant and contrary, in no event shall lien waivers be required for contractors or suppliers except to the Architect, Engineers or other vendors to whom direct payment is to be made, and may provide for up to a ten percent (10%) retention (so long as such retention is not duplicative extent the value of any 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 fees of the Architect and/or Engineers unless expressly ’s or supplier’s work or materials provided exceeds $10,000.00 in the contracts with such entities). aggregate unless so required by 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. Landlord shall disburse all retentions following the completion of construction of the Premises and Landlord's receipt of properly executed mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4)’s lender.

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 disbursements of disburse the Tenant Improvement Allowance once per month (or on a more frequent basis to Tenant. For the purposes of this Tenant Work Letter, the Allowance Documentation shall be defined as Landlord may determine) to pay for the Tenant Improvement Allowance Items following Landlord's receipt of: (i) a request for payment of the Contractor, Architect and/or Engineers, as applicable (as such terms are defined below), approved by Tenant, showing the schedule, by trade, of percentage of completion of the design and/or construction of the Tenant Improvements in the Premises; (ii) invoices for labor rendered and materials delivered to the Premises; and (iii) executed mechanic's lien releases from all of "Tenant's Agents (Agents," as that term is defined in Section 4.1.2 belowof this Tenant Work Letter, for labor rendered and materials ------------- delivered to the Premises; (ii) which shall comply properly executed mechanics lien releases in compliance with the appropriate ------------- provisions of both California Civil Code Section 3262(d3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4), (iii) a certificate from Architect, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed, 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. Thereafter, Landlord may make such disbursements shall deliver a check to Tenant for that portion of the Tenant Improvement Allowance jointly spent by Tenant, as evidenced by the Allowance Documentation, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the "Approved Working Drawings," as that term is defined in Section 3.4 below, or due to Tenant any substandard work which ----------- adversely affects the mechanical, electrical, plumbing, heating, ventilating and the Contractor or jointly to the Tenant and the Architectair conditioning, Engineers life-safety or other vendors to whom direct payment is to be madesystems of the Building, and may provide for up to a ten percent (10%) retention (so long as the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such retention is not duplicative of any retention already provided in Tenantother tenant's payment request or specified leased premises in the applicable contractor's contract) Building, or for each such disbursement (but such retention shall not apply to payment of the fees of the Architect and/or Engineers unless expressly provided in the contracts with such entities)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. Landlord shall disburse all retentions following the completion of construction of the Premises and Landlord's receipt of properly executed mechanics lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4).