Common use of Final Retention Clause in Contracts

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the completion of construction of the Premises, provided that (i) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, HVAC, 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; and (ii) Tenant has delivered to Landlord: (A) properly executed conditional final mechanics lien waivers and releases (the form of which shall be in accordance with the applicable provisions of the California Civil Code) in the amount set forth in Contractor's final application executed by Contractor and each subcontractor, supplier, equipment renter or other person who has provided labor, services, equipment or materials for which a lien could be filed; it being agreed that with respect to the payment of retentions to those contractors, subcontractors, suppliers, equipment renters, and others for whom retentions are being paid prior to substantial completion of the Premises, the foregoing lien waivers shall only be required from such parties being paid their final retention.; (B) a certificate of occupancy or permit cards signed off by the City of San Diego (the "City") with respect to the Premises; (C) as-built plans and City-permitted plans for the Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, if applicable; (E) copy of the contract with the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract value.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the PremisesImprovements, provided that (i) Tenant delivers to Landlord properly executed mechanic’s lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from all of Tenant’s Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, HVACheating, 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 (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the Building; Premises has been substantially completed, and , (iiiv) Tenant has delivered to Landlord: (A) properly executed conditional final mechanics lien waivers and releases (the form records a valid Notice of which shall be Completion in accordance with the applicable provisions requirements of the California Civil Code) in the amount set forth in Contractor's final application executed by Contractor and each subcontractor, supplier, equipment renter or other person who has provided labor, services, equipment or materials for which a lien could be filed; it being agreed that with respect to the payment Section 4.3 of retentions to those contractors, subcontractors, suppliers, equipment rentersthis Work Letter, and others for whom retentions are being paid prior to substantial completion of the Premises, the foregoing lien waivers shall only be required from such parties being paid their final retention.; (Bv) a certificate of occupancy (or permit cards signed off by its equivalent) has been issued for the City Premises. Upon substantial completion of San Diego the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord’s verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (the "City") with respect in addition to the Premises; Final Retention), Tenant shall submit to Landlord an invoice for such amount (Cwhich excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) as-built plans and City-permitted plans for the Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, if applicable; (E) copy Landlord shall promptly pay such unpaid portion of the contract with Improvement Allowance to Tenant (but only to the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract valueextent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention for such applicable New Tenant Improvements for such applicable Full TI Floor or Remaining Floor (as the case may be) payable jointly to Tenant and Contractor (or if Tenant so requests, payable solely to Tenant for those amounts for which Tenant has already directly paid the Contractor and for which Tenant has delivered to Landlord paid receipts evidencing such payment and unconditional and final mechanic's lien releases for such amounts) shall be delivered by Landlord to Tenant following the completion of construction of the Premisessuch New Tenant Improvements, provided that (i) Landlord Tenant has determined that no substandard work exists which adversely affects paid the mechanical, electrical, plumbing, HVAC, life-safety or other systems entire costs of the Buildingdesign, the curtain wall permitting and construction of such applicable New Tenant Improvements with respect to such applicable Ful1 TI Floor or Remaining Floor in excess of the Buildingapplicable Tenant Improvement Allowance which Tenant may allocate to such particular Full TI Floor or Remaining Floor pursuant to the foregoing provisions of this Tenant Work Letter (the "Improvement Excess"), the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building; and (ii) Tenant has delivered delivers to Landlord: (A) Landlord written request for payment of such Final Retention together with properly executed conditional final mechanics lien waivers and releases (the form of which shall be in accordance compliance with the applicable provisions of the both California Civil CodeCode Section 3262(d)(2) in the amount set forth in Contractor's final application executed by Contractor and each subcontractor, supplier, equipment renter either Section 3262(d)(3) or other person who has provided labor, services, equipment or materials for which a lien could be filed; it being agreed that with respect to the payment of retentions to those contractors, subcontractors, suppliers, equipment renters, and others for whom retentions are being paid prior to substantial completion of the Premises, the foregoing lien waivers shall only be required from such parties being paid their final retention.; (B) a certificate of occupancy or permit cards signed off by the City of San Diego (the "City"Section 3262(d)(4) with respect to all of such New Tenant Improvements for such applicable Full TI Floor or Remaining Floor and the Premises; costs thereof (Cincluding any such Improvement Excess). Tenant covenants to timely pay the Improvement Excess, if any, after Landlord's 804296.08/LAH4321-047/10-7/08/nng/law EXHIBIT ▇-▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] disbursement of the applicable Tenant Improvement Allowance (excluding the Final Retention) as-built plans and City-permitted plans for prior to Landlord's disbursement of the Tenant Improvements; (D) operation manuals and warranties for equipment included within the Final Retention. If Landlord has reasonably determined that a Design Problem exists with respect to such New Tenant Improvements, if applicable; (E) copy Tenant shall promptly correct such Design Problem, but Landlord may not withhold payment of the contract with Final Retention for the Contractor; (F) copy applicable New Tenant Improvements as a result of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract valuesuch Design Problem.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the PremisesImprovements, provided that (i) Tenant delivers to Landlord properly executed mechanic’s lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from all of Tenant’s Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, HVACheating, 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 (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the Building; Premises has been substantially completed, and , (iiiv) Tenant has delivered to Landlord: (A) properly executed conditional final mechanics lien waivers and releases (the form records a valid Notice of which shall be Completion in accordance with the applicable provisions requirements of the California Civil Code) in the amount set forth in Contractor's final application executed by Contractor and each subcontractor, supplier, equipment renter or other person who has provided labor, services, equipment or materials for which a lien could be filed; it being agreed that with respect to the payment Section 4.3 of retentions to those contractors, subcontractors, suppliers, equipment rentersthis Work Letter, and others for whom retentions are being paid prior to substantial completion of the Premises, the foregoing lien waivers shall only be required from such parties being paid their final retention.; (Bv) a certificate of occupancy (or permit cards signed off by its equivalent) has been issued for the City Premises. Upon substantial completion of San Diego the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2 , above, Tenant shall perform a final costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord’s verification and approval. In the event it is determined that there remains any unpaid portion of the Improvement Allowance (the "City") with respect in addition to the Premises; Final Retention), Tenant shall submit to Landlord an invoice for such amount (Cwhich excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) as-built plans and City-permitted plans for the Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, if applicable; (E) copy Landlord shall promptly pay such unpaid portion of the contract with Improvement Allowance to Tenant (but only to the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract valueextent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to the Contractor (or to Tenant if Tenant provides Landlord proof of Tenant's payment to the Contractor and final unconditional lien waivers from the Contractor for all of the Tenant Improvements completed) shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction later of: (I) the date Tenant has completed the Tenant Improvements, (II) the Commencement Date, and (III) the date Landlord receives written notice from Tenant requesting payment of the PremisesTenant Improvement Allowance, provided that (i) Tenant delivers to Landlord final, unconditional lien waivers, in accordance with applicable laws (including, without limitation, the appropriate provisions of California Civil Code Sections 8132-8138), from Tenant's general contractor and all subcontractors, materialmen and suppliers that have performed work or supplied materials in connection with the Tenant Improvements, (ii) no Event of Default exists under the Lease, (iii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, HVACheating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the BuildingProject, the structure or exterior appearance of the BuildingProject, or any other tenant's use of such other tenant's leased premises in the Building; Project, (iv) Tenant has completed all of the Tenant Improvements in substantial conformity with the Approved Working Drawings, all building permits issued in connection with the Tenant Improvements, all Legal Requirements, the Private Restrictions and the terms and provisions of this Exhibit B, and (iiv) Tenant has delivered to LandlordLandlord the following: (Aa) properly executed conditional a copy of a final mechanics lien waivers and releases or permanent (i.e. not temporary or conditional) certificate of occupancy (or local equivalent) for the form entire Premises issued by the appropriate governmental authority, (b) a certificate of which shall be completion issued by Tenant's Architect or Tenant's Contractor, certifying that the Tenant Improvements have been completed in accordance substantial conformity with the Approved Working Drawings, and (d) copies of all applicable provisions permits evidencing final approval and sign of the California Civil CodeTenant Improvements by the municipal building inspector(s). Further, within thirty (30) in days following the amount set forth in Contractor's final application executed by Contractor and each subcontractorconclusion of construction, supplier, equipment renter or other person who has provided labor, services, equipment or materials for which but not as a lien could be filed; it being agreed that with respect condition to the payment of retentions the Tenant Improvement Allowance, (1) Tenant shall cause the Contractor (A) to those contractorsupdate the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, subcontractors, suppliers, equipment renters, and others for whom retentions are being paid prior to substantial completion of the Premises, the foregoing lien waivers shall only be required from such parties being paid their final retention.; (B) a certificate to deliver to Landlord two (2) sets of occupancy or permit cards signed off by the City of San Diego such as-built drawings (the "City") with respect to the Premises; in .PDF form), and (C) as-built plans to deliver to Landlord a computer disk containing the Approved Working Drawings in AutoCAD format and City-permitted plans for the (2) Tenant Improvements; (D) operation shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and warranties for equipment included within information relating to the Tenant Improvements, if applicable; (E) copy of equipment, and systems in the contract with the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract valuePremises.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and Contractor shall be delivered by Landlord to Tenant following the substantial completion of construction of the PremisesImprovements, provided that (i) Tenant delivers to Landlord properly executed mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, HVACheating, life-safety ventilating and air conditioning, life­safety or other systems of the 6350 Building, the curtain wall of the 6350 Building, the structure or exterior appearance of the 6350 Building, or any other tenant's use (iii) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such other tenant's leased premises the Improvements in the Building; and Premises has been substantially completed, (iiiv) Tenant has delivered to Landlord: (A) properly executed conditional final mechanics lien waivers and releases (the form records a valid Notice of which shall be Completion in accordance with the applicable provisions requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord and specifications determined by Landlord, and shall be subject to Landlord's approval; provided, however, Landlord shall only disapprove any such Construction Drawing to the extent of a "Design Problem," as that term is defined below. Landlord expressed no objection to its former tenant's delivery of a copy of certain "as­built" drawings of the California Civil Code) in 6350 Building to Tenant. Landlord makes no representation as to the amount accuracy of any "as built" drawings pertaining to the 6350 Building. Landlord's review of the Construction Drawings as set forth in Contractorthis Section 3, shall be for its sole purpose and shall not imply Landlord's final application executed by Contractor and each subcontractorreview of the same, supplieror obligate Landlord to review the same, equipment renter for quality, design, Code compliance or other person who has provided laborlike matters. Accordingly, servicesnotwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, equipment architect, engineers and consultants, and notwithstanding any advice or materials assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for which a lien any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in this Lease shall specifically apply to the Construction Drawings. A "Design Problem" is defined as, and shall be deemed to exist if there could be filed; it being agreed that (i) an effect on the exterior appearance of the 6350 Building, (ii) a material, adverse affect on the Base Building portions of the Premises or 6350 Building (including without limitation the Building Structure located in the 6350 Building), (iii) a material adverse affect on the Building Systems located in the 6350 Building or the operation and maintenance thereof, or (iv) any failure to comply with respect Applicable Laws (other than pre-existing failures to so comply to the payment extent the same are Landlord's obligations pursuant to the express terms and conditions of retentions the Second Amendment). Notwithstanding anything to those contractorsthe contrary contained herein, subcontractors, suppliers, equipment renters, and others for whom retentions Landlord acknowledges that Tenant’s security systems are being paid prior fundamental to substantial completion of its business operations in the Premises, and Landlord shall reasonably cooperate with Tenant, at no material extra cost to Landlord, to permit such security systems to be installed in the foregoing lien waivers shall only be required from such parties being paid their final retentionPremises in accordance with Tenant’s reasonable security requirements.; (B) a certificate of occupancy or permit cards signed off by the City of San Diego (the "City") with respect to the Premises; (C) as-built plans and City-permitted plans for the Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, if applicable; (E) copy of the contract with the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract value.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to Tenant (or at Tenant's option made payable jointly to Tenant and Contractor Contractor) shall be delivered by Landlord to Tenant following the completion of construction of the PremisesImprovements, provided that Tenant delivers to Landlord (i) Landlord has determined a request for final payment of Contractor, approved by Tenant, showing that no substandard work exists which adversely affects the mechanical, electrical, plumbing, HVAC, life-safety or other systems all of the BuildingImprovements have been completed; (ii) invoices from all of Tenant's Agents and from the design consultants, project managers, the curtain wall Architect and the Engineers, for labor rendered with respect to, and materials delivered to, the Premises not previously paid by Landlord; (iii) conditional progress lien waivers in recordable form executed by the Contractor and Tenant’s Agents whose work is the subject of such request for payment (subject only to the receipt of payment therefor); (iv) unconditional progress lien waivers in recordable form executed by the Contractor and Tenant’s Agents with respect to all amounts funded by Landlord prior to the date of the Buildingrequest for final payment; (v) reasonable supporting detail in AIA G702 format (or another format reasonably acceptable to Landlord) including, but not limited to, work orders, invoices, sales receipts, bills of lading, time sheets and material purchase orders for the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Buildingcosts incurred by Tenant reasonably acceptable to Landlord; and (iivi) Tenant has delivered a certificate executed and sealed by the Architect, certifying to Tenant, Landlord and Landlord: (A) properly executed conditional final mechanics lien waivers and releases (’s mortgagee that all of the form of which shall be Improvements have been finally completed in accordance in all material respects with the Approved Working Drawings and all applicable provisions of the California Civil Code) in the amount set forth in Contractor's final application executed by Contractor laws, regulations, codes and each subcontractor, supplier, equipment renter or other person who has provided labor, services, equipment or materials for which a lien could be filed; it being agreed that ordinances (but subject to standard expectations with respect to the payment of retentions to those contractorsAmericans with Disabilities Act (ADA) and the Texas Accessibility Standard, subcontractorsas amended (TAS)). Tenant shall, suppliers, equipment renters, and others for whom retentions are being paid prior to substantial completion of the Premises, the foregoing lien waivers shall only be required from such parties being paid their final retention.; within five (B5) business days after any municipal authority issues a certificate of occupancy covering the Premises or permit cards signed off any portion thereof, deliver to Landlord a copy of such certificate. Within the four (4) months following the Commencement Date, Tenant shall submit to Landlord by the City of San Diego (the electronic mail, Tenant's "City") with respect to the Premises; (C) as-built plans and City-permitted plans drawings" for the Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, if applicable; (E) copy all of the contract with the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract valueImprovements.

Final Retention. Subject to So long as no Event of Default has occurred and is continuing, and provided Landlord does not reasonably and in good faith dispute the provisions payment of this Tenant Work Letter, a check for the Landlord’s Final Retention payable jointly to Tenant and Contractor based upon noncompliance of any work with the Approved Working Drawings, Landlord’s Final Retention shall be delivered by Landlord disbursed to or on behalf of Tenant following the completion of construction within thirty (30) days after each and every one of the Premises, provided that following conditions has been satisfied: (i) receipt by Landlord of a final Payment Application (the “Final Payment Application”) from Tenant requesting the Landlord’s Final Retention; (ii) inspection by Landlord of the Premises and Landlord’s determination that the Tenant Improvement work has determined been completed (including all punch-list items) in strict accordance with the Approved Working Drawings and applicable Code (provided, however, that such determination shall in no substandard way constitute Landlord’s endorsement or certification that the work exists which adversely affects has in fact been constructed in conformance with the mechanicalApproved Working Drawings or applicable Code), electricaland that any repairs to 4 Second & Spring Avalara, plumbingInc. the Premises necessitated by such Tenant Improvement work have been made to the reasonable satisfaction of Landlord; (iii) receipt by Landlord of a conformed Certificate of Substantial Completion certified by the Contractor and the Architect (iv) receipt by Landlord from Tenant of a temporary or final certificate of occupancy, HVACor either of their equivalent, life-safety or other systems authorization from the applicable governmental authority for the Premises allowing Tenant to occupy the Premises for the conduct of its business, or final sign-off by the applicable building inspector of the BuildingCity of Seattle, Washington on all building permits for the curtain wall Tenant Improvement Work, and complying in all respects with the certificate(s) of the Building, the structure or exterior appearance of the Buildingoccupancy, or any its equivalent, or other tenant's use of such other tenant's leased premises in authorization or building permits sign-off as provided above, then covering the Building; (v) receipt by Landlord of appropriate individual paid receipts and invoices for the total amount of the Tenant Improvement Work; (iivi) conditional lien waivers from the Contractor and all other Tenant has delivered Agents with respect to Landlord: (A) properly executed conditional final mechanics ’s Final Retention and unconditional lien waivers and releases (the form of which shall be in accordance with the applicable provisions respect to all other portions of the California Civil Code) in Tenant Improvement Work for which payment has been received from the amount set forth in Contractor's final application executed by Contractor and each subcontractor, supplier, equipment renter or all other person who has provided labor, services, equipment Tenant Agents furnishing labor or materials for which a lien could be filed; it being agreed that with respect to the payment Tenant Improvement work and upon Landlord’s request based upon reasonable cause, from individual laborers, in a form reasonably satisfactory to Landlord; (vii) receipt by Landlord and Landlord’s approval of retentions to those contractors, subcontractors, suppliers, equipment renters, and others a complete set of the “As Built” drawings for whom retentions are being paid prior to substantial completion of the Premises, including electrical, mechanical, fire sprinklers, fire/life-safety and other applicable subcontractors as required by the foregoing lien waivers provisions of Section 4.3 below; (viii) receipt by Landlord of all O&M Information (as defined below); (ix) Tenant’s compliance with Landlord’s reasonable standard closeout and completion requirements; and (x) receipt by Landlord of all other information reasonably requested by Landlord. Landlord shall only be required from such parties being paid their final retention.; pay Landlord’s Final Retention with a check issued by Landlord in an amount equal to the lesser of (A) the amount requested in the Final Payment Application, or (B) a certificate the amount of occupancy or permit cards signed off by the City of San Diego (the "City") with respect to the Premises; (C) as-built plans and City-permitted plans for the any then remaining Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, if applicable; (E) copy of the contract with the Contractor; (F) copy of the Contractor's certificate of insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract valueImprovement Allowance.