Common use of Completion of Project; Inspection Clause in Contracts

Completion of Project; Inspection. The Lessee (a) in accordance with the approved plans and specifications for the Project, which plans and specifications shall not be materially revised without the prior written approval of the Investor, which approval shall not be unreasonably withheld, has acquired, installed, equipped, and improved the Project to be reimbursed by the Project Advance, (b) has paid all fees, costs and expenses incurred or payable by the Lessee in connection with that acquisition, installation, equipping, and improvement from funds made available therefor in accordance with this Agreement or otherwise, and (c) shall ask, demand, xxx for, xxxx, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable to the Lessee under the terms of any contract, order, receipt, writing or instruction in connection with the acquisition, installation, equipping, and improvement of the Project, and shall utilize commercially reasonable efforts to enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. It is understood that the Property is owned by the Port and leased to the Lessee and any contracts made by the Lessee with respect to the Project or any work to be done by the Lessee on or with respect to the Project are made or done by the Lessee on its own behalf as construction manager for the Port and not as agent or contractor for the ESID. The Lessee has provided the ESID, the City, and the Investor with evidence of the completion of the Project by a certificate in the form attached as Exhibit D to this Agreement, signed by the Lessee stating: (a) the Project has been substantially completed in accordance with the construction contract, and the Lessee has no unresolved complaints regarding the work; (b) that the Project has been completed in all material respects in accordance with the plans and specifications for the Project approved by the Investor; (c) that the Lessee has complied, and will continue to comply with all applicable statutes, regulations, and resolutions or ordinances in connection with the Property and the construction of the Project; (d) that the Lessee holds a valid leasehold interest in the Property; (e) that the general contractor for the project has not offered the Lessee any payment, refund, or any commission in return for completing Project; and (f) that all funds provided to the Lessee by the Investor for the Project have been used in accordance with this Agreement.

Completion of Project; Inspection. The Lessee Owner (a) in accordance with the approved plans and specifications for the Project, which plans and specifications shall not be materially revised without the prior written approval of the Investor, which approval shall not be unreasonably withheld, has acquiredshall acquire, installedconstruct, equippedimprove, and improved install the Project to be reimbursed by the with Project AdvanceAdvance with Reasonable Dispatch, (b) has paid subject to its right to contest any disputed work, shall pay when due all fees, costs and expenses incurred or payable by the Lessee Owner in connection with that acquisition, installationconstruction, equippingimprovement, and improvement installation from funds made available therefor in accordance with this Agreement or otherwise, and (c) shall ask, demand, xxx for, xxxxlevy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable to the Lessee Owner under the terms of any contract, order, receipt, writing or instruction in connection with the acquisition, installationconstruction, equippingimprovement, and improvement installation of the Project, and shall utilize commercially reasonable efforts to enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. It is understood that the Property Project is to be owned by the Port and leased to the Lessee Owner and any contracts made by the Lessee Owner with respect to the Project or any work to be done by the Lessee Owner on or with respect to the Project are made or done by the Lessee Owner on its own behalf as construction manager for the Port and not as agent or contractor for the ESID. During the period of acquisition, construction, improvement, and installation of the Project, the ESID and the Investor, and their respective agents, subject to reasonable security and safety regulations, and upon reasonable prior notice, shall have the right, during normal business hours, to inspect the Project. The Lessee has provided ESID and the Investor and their respective agents shall utilize commercially reasonable efforts to minimize interference with the tenants of the Property during any such inspection. The Investor reserves the right to deny the request for a Project Advance pursuant to Article IV of this Agreement if (A) such inspection reveals that construction is not proceeding with Reasonable Dispatch, or (B) all undisbursed sources available for the Project are less than the amount necessary, based on Investor’s reasonable estimates, to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor. If, in the Investor’s opinion, after 30 days’ written notice to the Owner, the construction is not proceeding with Reasonable Dispatch, the Investor may (i) request that the Owner remove and replace the general contractor with a general contractor acceptable to the Investor, the failure of which by the Owner shall be a default under this Agreement, (ii) require that the Owner deposit funds with the Investor in the amount necessary, as reasonably determined by the Investor, such that such deposit and all other undisbursed sources available for the Project equal or exceed the amount necessary to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor, (iii) utilize funds to continue construction of the Project and such funds shall be considered Project Advances, and/or (iv) deny any Project Advance until such time as the construction resumes proceeding with Reasonable Dispatch. The Owner shall notify the ESID, the City, and the Investor with evidence of the completion of the Project Completion Date by a certificate in the form attached as Exhibit D to this Agreement, signed by the Lessee Owner and [its architect and the Lender’s construction monitor] stating: (a) the date on which the acquisition, construction, improvement, and installation of the Project has been was substantially completed by the general contractor for the Project in accordance with the construction contract, and the Lessee has that there are no unresolved complaints regarding the work; (b) that the Project has been completed in all material respects in accordance with the plans and specifications specifications, permits, and budget for the Project approved by the Investor; (c) that the Lessee Owner has complied, and will continue to comply with all applicable statutes, regulations, and resolutions or ordinances in connection with the Property and the construction of the Project; (d) that the Lessee Owner holds a valid leasehold interest in fee ownership of the Property; (e) that the general contractor for the project has not offered the Lessee Owner any payment, refund, or any commission in return for completing Project; and (f) that all funds provided to the Lessee Owner by the Investor for the Project have been used in accordance with this Agreement. The certificate shall be delivered as promptly as practicable after the Completion Date.

Completion of Project; Inspection. The Lessee Owner (a) in accordance with the approved plans and specifications for the Project, which plans and specifications shall not be materially revised without the prior written approval of the Investor, which approval shall not be unreasonably withheld, has acquiredshall acquire, installedconstruct, equippedimprove, and improved install the Project to be reimbursed by the with Project AdvanceAdvance with Reasonable Dispatch, (b) has paid subject to its right to contest any disputed work, shall pay when due all fees, costs and expenses incurred or payable by the Lessee Owner in connection with that acquisition, installationconstruction, equippingimprovement, and improvement installation from funds made available therefor in accordance with this Agreement or otherwise, and (c) shall ask, demand, xxx sue for, xxxxlevy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable to the Lessee Owner under the terms of any contract, order, receipt, writing or instruction in connection with the acquisition, installationconstruction, equippingimprovement, and improvement installation of the Project, and shall utilize commercially reasonable efforts to enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. It is understood that the Property Project is to be owned by the Port and leased to the Lessee Owner and any contracts made by the Lessee Owner with respect to the Project or any work to be done by the Lessee Owner on or with respect to the Project are made or done by the Lessee Owner on its own behalf as construction manager for the Port and not as agent or contractor for the ESID. During the period of acquisition, construction, improvement, and installation of the Project, the ESID and the Investor, and their respective agents, subject to reasonable security and safety regulations, and upon reasonable prior notice, shall have the right, during normal business hours, to inspect the Project. The Lessee has provided ESID and the Investor and their respective agents shall utilize commercially reasonable efforts to minimize interference with the tenants of the Property during any such inspection. The Investor reserves the right to deny the request for a Project Advance pursuant to Article IV of this Agreement if (A) such inspection reveals that construction is not proceeding with Reasonable Dispatch, or (B) all undisbursed sources available for the Project are less than the amount necessary, based on Investor’s reasonable estimates, to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor. If, in the Investor’s opinion, after 30 days’ written notice to the Owner, the construction is not proceeding with Reasonable Dispatch, the Investor may (i) request that the Owner remove and replace the general contractor with a general contractor acceptable to the Investor, the failure of which by the Owner shall be a default under this Agreement, (ii) require that the Owner deposit funds with the Investor in the amount necessary, as reasonably determined by the Investor, such that such deposit and all other undisbursed sources available for the Project equal or exceed the amount necessary to pay all unpaid costs to complete the Project in accordance with the plans approved by Investor, (iii) utilize funds to continue construction of the Project and such funds shall be considered Project Advances, and/or (iv) deny any Project Advance until such time as the construction resumes proceeding with Reasonable Dispatch. The Owner shall notify the ESID, the City, and the Investor with evidence of the completion of the Project Completion Date by a certificate in the form attached as Exhibit D to this Agreement, signed by the Lessee Owner and [its architect and the Lender’s construction monitor] stating: (a) the date on which the acquisition, construction, improvement, and installation of the Project has been was substantially completed by the general contractor for the Project in accordance with the construction contract, and the Lessee has that there are no unresolved complaints regarding the work; (b) that the Project has been completed in all material respects in accordance with the plans and specifications specifications, permits, and budget for the Project approved by the Investor; (c) that the Lessee Owner has complied, and will continue to comply with all applicable statutes, regulations, and resolutions or ordinances in connection with the Property and the construction of the Project; (d) that the Lessee Owner holds a valid leasehold interest in fee ownership of the Property; (e) that the general contractor for the project has not offered the Lessee Owner any payment, refund, or any commission in return for completing Project; and (f) that all funds provided to the Lessee Owner by the Investor for the Project have been used in accordance with this Agreement. The certificate shall be delivered as promptly as practicable after the Completion Date.

Completion of Project; Inspection. The Lessee Owner (a) in accordance with the approved plans and specifications for the Project, which plans and specifications shall not be materially revised without the prior written approval of the Investor, which approval shall not be unreasonably withheld, has acquiredshall acquire, installedinstall, equippedequip, and improved the improve its Project to be reimbursed by the with Project AdvanceAdvance with all commercially reasonable dispatch, (b) has paid subject to its right to contest any disputed work, shall pay when due all fees, costs and expenses incurred or payable by the Lessee Owner in connection with that acquisition, installation, equippingequipment, and improvement from funds made available therefor in accordance with this Agreement or otherwise, and (c) shall ask, demand, xxx for, xxxxlevy, recover and receive all those sums of money, debts and other demands whatsoever which may be due, owing and payable to the Lessee Owner under the terms of any contract, order, receipt, writing or instruction in connection with the acquisition, installation, equippingequipment, and improvement of the Project, and shall utilize commercially reasonable efforts to enforce the provisions of any contract, agreement, obligation, bond or other performance security with respect thereto. It is understood that the Property Project is to be owned by the Port and leased to the Lessee Owner and any contracts made by the Lessee Owner with respect to the Project or any work to be done by the Lessee Owner on or with respect to the Project are made or done by the Lessee Owner on its own behalf as construction manager for the Port and not as agent or contractor for the ESID. During the period of acquisition, installation, equipment, and improvement of the Project, the ESID and the Investor, and their respective agents, subject to reasonable security and safety regulations, and upon reasonable prior notice, shall have the right, during normal business hours, to inspect the Project. The Lessee has provided ESID and the Investor and their respective agents shall utilize commercially reasonable efforts to minimize interference with the tenants of the Property during any such inspection. The Investor reserves the right to deny the request for a Project Advance pursuant to Article IV of this Agreement if such inspection reveals that construction is not proceeding with Reasonable Dispatch. If, in the Investor’s opinion, after 30 days’ written notice to the Owner, the construction is not proceeding with Reasonable Dispatch, the Investor may (i) request that the Owner remove and replace the general contractor with a general contractor acceptable to the Investor, the failure of which by the Owner shall be a default under this Agreement, (ii) utilize funds to continue construction of the Project and such funds shall be considered Project Advances, or (iii) deny any Project Advance until such time as the construction resumes proceeding with Reasonable Dispatch. The Owner shall notify the ESID, the City, and the Investor with evidence of the completion of the Project Completion Date by a certificate in the form attached as Exhibit D to this Agreement, signed by the Lessee Owner stating: (a) the date on which the acquisition, installation, equipment, and improvement of the Project has been was substantially completed by the general contractor for the Project in accordance with the construction contract, and the Lessee Owner has no unresolved complaints regarding the work; (b) that the Project has been completed in all material respects in accordance with the plans and specifications specifications, permits, and budget for the Project approved by the Investor; (c) that the Lessee Owner has complied, and will continue to comply with all applicable statutes, regulations, and resolutions or ordinances in connection with the Property and the construction of the Project; (d) that the Lessee Owner holds a valid leasehold interest in fee ownership of the Property; (e) that the general contractor for the project has not offered the Lessee Owner any payment, refund, or any commission in return for completing Project; and (f) that all funds provided to the Lessee Owner by the Investor for the Project have been used in accordance with this Agreement. The certificate shall be delivered as promptly as practicable after the Completion Date.