Common use of Periodic Disbursements Clause in Contracts

Periodic Disbursements. During the period from the date hereof through the construction of the Tenant Improvements, Tenant may make four (4) separate requests for disbursement of the Tenant Improvement Allowance at such times as each Phase of the Tenant Improvements are approximately twenty-five percent (25%) complete, fifty percent 50% complete, seventy-five (75%) complete, and one hundred percent (100%) complete. In connection with each such request for disbursement (a Submittal Request”), Tenant shall deliver to Landlord: (A) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 3.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a 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; (B) invoices from all of Tenant’s Agents (hereinafter defined) for labor rendered and materials delivered to the Premises for the applicable payment period; (C) executed conditional mechanics’ lien releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions of California Civil Code Section 8132 or 8136 or unconditional releases if appropriate pursuant to California Civil Code Section 8134 or 8138; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (A) through (C) above of this Tenant Work Letter and the provisions below regarding retention, is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Request, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); (D) written certification from the Architect or Tenant’s PM as to the approximate percent completion of the Tenant Improvements, and (E) 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 vis-à-vis Landlord. Within thirty (30) days following the Submittal Request, and assuming Landlord receives all of the information described in items (A) through (E) above, Landlord shall deliver a check to Tenant made payable to the Contractor, subcontractor, architect, engineer, consultant or supplier designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor, subcontractor, architect, engineer, consultant or supplier accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (1) the amounts paid to date by Tenant for the Tenant Improvement Allowance Items and as requested by Tenant, as set forth above in this Section 2.2(b)(i), or (2) a percent of the Tenant Improvement Allowance equal to the percent of the Tenant Improvements then complete (i.e., 25%, 50%, 75%, or 100% complete), in each case (excluding the payment upon 100% completion, which shall be accompanied by Landlord’s payment of the Final Retention) less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”). In the event that Landlord or Tenant identifies any material non-compliance with the Approved Construction Drawings, or substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected so that such work is no longer substandard. Such procedure shall also be applicable in connection with the payment of the Final Retention. 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. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Periodic Disbursements. During the period from the date hereof through the commencement of construction of the Tenant ImprovementsImprovements for any given Phase, Tenant may make four (4) separate requests for disbursement of the Tenant Improvement Allowance at such times as each Phase of the Tenant Improvements are approximately twenty-five percent (25%) complete, fifty percent 50% complete, seventy-five (75%) complete, and one hundred percent (100%) complete. In connection with each such request for disbursement (a Submittal Request”), Tenant shall deliver to Landlord: (A) a request for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 3.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a 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; (B) invoices from all of Tenant’s Agents (hereinafter defined) for labor rendered and materials delivered to the Premises for the applicable payment period; (C) executed conditional mechanics’ lien releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions of California Civil Code Section 8132 or 8136 or unconditional releases if appropriate pursuant to California Civil Code Section 8134 or 81388136; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (A) through (C) above of this Tenant Work Letter and the provisions below regarding retention, is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Request, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); (D) written certification from the Architect or Tenant’s PM as to the approximate percent completion of the Tenant Improvements, and (E) 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 vis-à-vis Landlord. Within thirty (30) days following the Submittal Request, and assuming Landlord receives all of the information described in items (A) through (E) above, Landlord shall deliver a check to Tenant made payable to the Contractor, subcontractor, architect, engineer, consultant or supplier designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor, subcontractor, architect, engineer, consultant or supplier accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (1) the amounts paid to date by Tenant for the Tenant Improvement Allowance Items and as requested by Tenant, as set forth above in this Section 2.2(b)(i), or (2) a percent of the Tenant Improvement Allowance equal to the percent of the Tenant Improvements then complete (i.e., 25%, 50%, 75%, or 100% complete), in each case (excluding the payment upon 100% completion, which shall be accompanied by Landlord’s payment of the Final Retention) less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”). In the event that Landlord or Tenant identifies any material non-compliance with the Approved Construction Drawings, or substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected so that such work is no longer substandard. Such procedure shall also be applicable in connection with the payment of the Final Retention. 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. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.B–2