Common use of Applications for Payment Clause in Contracts

Applications for Payment. 9.3.1 At least ten days before the date for each progress payment established in the State- Contractor Agreement, the Contractor shall submit to the Architect an itemized Application for Payment, notarized if required, supported by such data substantiating the Contractor's right to payment as the State or the Architect may require. The application for payment must, at a minimum, reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere in the Contract Documents. 9.3.2 Unless otherwise provided in the Contract Documents, payments will be made on account of materials or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in advance by the State, payments may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing. Payments for materials or equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the State to establish the State's title to such materials or equipment or otherwise protect the State's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the State either by incorporation in the construction or upon the receipt of payment by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to in this Article 9 as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person.

Applications for Payment. 9.3.1 At least ten (10) days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor shall submit to the Architect an itemized Application for PaymentPayment for operations completed in accordance with the schedule of values. Such application shall be notarized, notarized if required, and supported by such data substantiating the Contractor's right to payment as the State Owner or the Architect may require. The application , such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for payment must, at a minimum, reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere in the Contract Document. 9.3.1.1 Such applications may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 9.3.1.2 Each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner: 9.3.1.3 a current Contractor's waiver and release duly executed and acknowledged sworn statement showing all Subcontractors and materialmen with whom the Contractor has entered into subcontracts, the amount of each subcontract, the amount requested for any Subcontractor and materialmen in the requested progress payment and the amount to be paid to the Contractor from such progress payment, together with similar sworn statements from all such Subcontractors and materialmen; 9.3.1.4 duly executed waivers of mechanics' and materialmen's liens from all Subcontractors in the form as prescribed in Section 713.20(4), Florida Statutes and, when appropriate, from materialmen and lower tier Subcontractors establishing payment or satisfaction of payment of all amounts requested by the Contractor on behalf of such entities or persons in any previous Application for Payment; and 9.3.1.5 all information and materials required to comply with the requirements of the Contract Documents or reasonably requested by the Owner or the Architect. 9.3.1.6 Contractor has reviewed the construction on the Project and certifies that the Work has progressed to the point indicated, and Contractor further certifies that to the best of its knowledge, information and belief, the Work covered by this Application for Payment has been completed in accordance with the Contract Documents, that all amounts have been paid by Contractor for work for which previous Certificates of Payment were issued and payments received from the Owner, and that current payment shown herein is now due. Contractor specifically represents and certifies to Owner that there are no claims for additional compensation or damages with respect to the Work as of the date of this Certification, except for those identified below. Notwithstanding anything to the contrary, the payment by the Owner to the Contractor shall not relieve Contractor of its duty to perform the Work in accordance with the Contract Documents; provided, however, Contractor assumes no responsibility for the Architects duty to design the Project. Contractor will use its best efforts to obtain from each Subcontractor who performs Work covered by the Application for Payment a certification to Owner with language similar to that of Contractor. 9.3.1.7 These submissions of a pay application signed by the Contractor shall constitute the Contractor's certification that all undisputed invoices and amounts due to suppliers and Subcontractors have been paid by the Contractor. 9.3.2 Unless otherwise provided in the Contract Documents, payments will shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site andfor subsequent incorporation in the Work. At the Owner's discretion, if approved in advance by the State, payments partial payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon by the Architect and Owner in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission compliance by the Contractor of bills of sale or such other with procedures satisfactory to the State Owner to establish the StateOwner's title to such materials or and equipment or otherwise protect the StateOwner's interest, including and shall include applicable insurance insurance, storage, and transportation to the site for those such materials and equipment stored off the site. 9.3.2.1 The aggregate cost of materials stored off site shall not exceed $100,000 at any time without the prior written approval by the Owner. 9.3.2.2 Title to such materials shall be vested in the Owner, as evidenced by documentation satisfactory in form and substance to the Owner and the Owner's Construction Lender, including, without limitation, recorded financing statements, UCC filings and UCC searches. 9.3.2.3 With each Application for Payment, the Contractor shall submit to the Owner a written list identifying each location where materials are stored off the Project site and the value of materials at each location. The Contractor shall procure insurance satisfactory to the Owner for materials stored off the Project site in an amount not less than the total value thereof. 9.3.2.4 The consent of any surety shall be obtained by the Contractor to the extent required prior to payment of any materials stored off the Project site. 9.3.2.5 Representatives of the Owner shall have the right to make inspections of the storage areas at any time. 9.3.2.6 Such materials shall be protected from diversion, destruction, theft and damage, specifically marked for Project use and segregated from other materials at the storage facility. 9.3.3 The Contractor warrants that title to all Work, materials and equipment Work covered by an Application for Payment will pass to the State either by incorporation in Owner no later than the construction or time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the receipt Owner shall, to the best of payment by the Contractor's knowledge, whichever occurs firstinformation and belief, be free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to in this Article 9 as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by encumbrances favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by any other person performing Work at the site or furnishing reason of having provided labor, materials and equipment for relating to the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other personWork.

Applications for Payment. 9.3.1 § 10.3.1 At least ten (10) days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor CM/GC shall submit to the Architect upload into Owner’s web- based management system an itemized Application for Payment, notarized if required, Payment prepared in accordance with the schedule of values. Such application shall be supported by such data substantiating the Contractor's CM/GC’s right to payment as the State Owner or the Architect Design Professional may require. The application for payment must, at a minimum, require and shall reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere if provided for in the Contract Documents. 9.3.2 § 10.3.1.1 As provided in Section 8.3.10, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Design Professional, but not yet included in Change Orders. § 10.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the CM/GC does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others whom the CM/GC intends to pay. § 10.3.2 Unless otherwise provided in the Contract Documents, payments will shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation in the Work. If approved in advance by the StateOwner, payments payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission compliance by the Contractor of bills of sale or such other CM/GC with procedures satisfactory to the State Owner to establish the State's Owner’s title to such materials or and equipment or otherwise protect the State's Owner’s interest, including and shall include the costs of applicable insurance insurance, storage and transportation to the site for those such materials and equipment stored off the site. 9.3.3 The Contractor § 10.3.3 In submitting an Application for Payment, the CM/GC affirmatively warrants that the quality of the Work has reached a level for which payment is requested, that the Work has been properly installed or performed in compliance with the Contract Documents and that title to all Work, materials and equipment Work covered by an Application for Payment will pass to the State either by incorporation in Owner no later than the construction or time of the payment. The CM/GC further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the receipt Owner shall, to the best of payment by the ContractorCM/GC’s knowledge, whichever occurs firstinformation and belief, be free and clear of all liens, claims, security interests or encumbrancesencumbrances in favor of the CM/GC, hereinafter referred to in this Article 9 as "liens"; and that no WorkSubcontractors, materials or equipment covered by an Application for Payment will have been acquired by the Contractormaterial suppliers, or other persons or entities making a claim by any other person performing Work at the site or furnishing reason of having provided labor, materials and equipment for relating to the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other personWork.

Applications for Payment. 9.3.1 At least ten (10) days before the date established for the approval of each progress payment established in the State- Contractor Agreementpayment, the Contractor shall submit to the Architect Project Manager an itemized Application for Payment, notarized if required, supported by such data substantiating the Contractor's right to payment as the State or the Architect may require. The application for payment must, at a minimumand reflecting retainage, reflect retainage and the required waivers of lien and any other support documentation enumerated if any, as provided elsewhere in the Contract Documents. 9.3.2 Unless otherwise provided in the Contract Documents, payments will be made on account of materials or for services, materials, and equipment not only incorporated in the Work but also delivered and suitably stored at the site and, if site. If approved in advance by the State, payments may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing. Payments for materials or equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the State to establish the State's title to such materials or equipment or otherwise protect the State's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the State either by incorporation in the construction or upon the receipt of payment by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to in this Article 9 as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person.therein

Applications for Payment. 9.3.1 At least ten days before On or about the date for each progress payment established 20th day of the month following the month in which the State- Contractor Agreementwork was performed, the Contractor shall submit to the Architect Project Manager an itemized Application for Payment, notarized if requirednotarized, supported by such data substantiating the Contractor's right to payment as the State County or the Architect Project Manager may require. The application for payment must, at a minimumand reflecting retainage, reflect retainage and the required waivers of lien and any other support documentation enumerated if any, as provided elsewhere in the Contract Documents. AIA Documents G702, Application and Certificate for Payment and G703/CMa, Continuation Sheet, or other substitute form supplied and required by the County shall be used. Payment is expressly conditioned upon submission by the Contractor of conditional waivers and release of lien rights upon progress payment as the County or the Project Manager may require. Waiver and Release forms must be submitted on forms provided or approved by the County of ▇▇▇▇▇▇. Copies of said forms shall comply with Civil Code § 8132 et seq. 9.3.2 Unless otherwise provided in the Contract Documents, payments will may be made on account of materials or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in advance by the StateCounty, payments may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing. Payments for materials or equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the State County to establish the StateCounty's title to such materials or equipment or otherwise protect the StateCounty's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass to the State County either by incorporation in the construction or upon the receipt of payment by the Contractor, whichever occurs first, free and clear of all liens, stop notices, claims, security interests interest or encumbrances, hereinafter referred to in this Article 9 as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person.

Applications for Payment. 9.3.1 At least ten days 11.01 Owner shall make progress payments to Contractor at monthly intervals for reimbursement of the costs incurred by Contractor during the Construction Phase in the performance of the Work and in payment of Contractor’s Fee and Reimbursable Expenses and General Conditions in accordance with the following procedures, which procedures may be amended at the request of the Owner: (a) on or before the date for first (1st) day of the calendar month following commencement of the Work and on or before the first (1st) day of each progress payment established in the State- Contractor Agreementcalendar month thereafter, the Contractor shall submit to Owner, if required, for review and certification, an application for partial payment (the Architect an itemized “Application for-Payment”), in form satisfactory to Owner setting forth in complete detail (i) the portion of Reimbursable Costs incurred by Contractor in connection with the Work during the immediately preceding thirty (30) day period for which Contractor is to be reimbursed as provided in Article IV hereof, and (ii) the amount of Contractor’s Fee and General Conditions attributable to the percentage by which the Project has been completed as of the date of such application for partial payment minus the cumulative portion of such percentage which was paid by Owner to Contractor during previous months. To the extent allowed by Owner under Article XXI hereof, any materials which are stored but have not been incorporated into the Project shall be listed separately on each Application for Payment. Owner shall have the right to require that any or all Applications for Payment be accompanied by such documents (including written releases of lien from Contractor and/or Trade Contractors) as Owner may require to evidence that title to the equipment or materials incorporated, in the Project, or pre-purchased as provided in Article XXI hereof, is unencumbered; (b) Each Application for Payment shall constitute a representation by Contractor that to the best of Contractor’s knowledge, information and belief: (i) the partial payment then requested to be disbursed has been incurred by Contractor on account of the Work or is justly due to Trade Contractors on account thereof, (ii) the materials, supplies and equipment for which such Application for Payment is being submitted have been installed or incorporated in the Project, or have been stored at the Project Site or at such off-Project Site storage locations as shall have been allowed by Owner hereunder; (iii) the materials, supplies and equipment are not subject to any liens or encumbrances, (iv) no mechanic’s, laborer’s, vendors, materialman’s or other liens have been filed in connection with the Project or any of the materials, supplies or equipment incorporated therein or purchased in connection thereto, or if such lien has been filed and served upon Contractor a statement to that effect and (v) the Work which is the subject of such Application for Payment has been performed in accordance with the Contract Documents; (c) on or before the twentieth (20th) day after Owner’s receipt of the Application for Payment, notarized if requiredand upon Owner shall pay to Contractor an amount equal to the amount approved by Owner, supported less a hold-back set forth in Section 8.03(i) hereof, of the Trade Contract Costs (including payments to Trade Contractors for the performance of General Conditions Work Items pursuant to Trade Contracts) with input by such data substantiating Architect, and the Contractor's ’s Fee and General Conditions without any retention. (With approval from Owner, Contractor may release Trade Contractor retention on a trade by trade basis upon final completion of a given Trade’s work.) Contractor shall process and make payments for all obligations to Trade Contractors which are covered by the Application for Payment so paid by Owner within five working (5) days of receipt of payment from Owner. This provision is strictly for the benefit of Owner in order that satisfactory morale and relations with Trade Contractors be maintained and shall not under any circumstances confer any right to payment as the State or the Architect may requireupon any third party. The application for payment mustThis provision shall be waivable by Owner, at a minimumin writing, reflect retainage and the required waivers in its absolute discretion; (d) Within thirty (30) days following Substantial Completion of lien and any other support documentation enumerated elsewhere in the Contract Documents. 9.3.2 Unless otherwise provided in the Contract Documents, payments will be made on account portion of materials or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in advance by the State, payments may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing. Payments for materials or equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the State to establish the State's title to such materials or equipment or otherwise protect the State's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work, materials and equipment covered by an Application for Payment will pass therefor by Contractor, Owner shall pay to Contractor an amount equal to the State either by incorporation balance remaining unpaid, less retention as set forth in the construction or upon the receipt of payment by the ContractorArticle 3.07 or, whichever occurs firstat Owner’s election, free such lesser amount with respect to any Trade Contract as Owner may determine, necessary to complete Punch List items and clear of all liens, claims, security interests or encumbrances, hereinafter referred to in this Article 9 as "liens"; and that no Work, materials or equipment covered by an replace defective work. Said Application for Payment will have been acquired shall also be accompanied (i) by the Contractorwritten releases, executed by each Trade Contractor receiving final payment under their respective Trade Contracts, waiving their right to file any mechanic’s, vendors, laborer’s, materialman’s or by any other person performing Work at the site or furnishing materials and equipment for liens against the Project, subject and (ii) by such other certificates, as-built drawings, maintenance manuals, operating instructions, permits and other documents or instruments required to an agreement be delivered to Owner at Final Completion of the Work under this Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that if, at any time after any of the hold-back with respect to a particular Trade Contract is released, any lien or claim is filed against the Project which an interest therein relates to work performed or an encumbrance thereon is retained materials, supplies or equipment furnished by the seller such Trade Contractor or its sub-Trade Contractors, Owner, at its option and provided Contractor does not bond or otherwise imposed discharge such lien within thirty (30) days, shall be entitled either (x) to hold back from the sums then due or next becoming due to said Contractor an amount equal to all costs and expenses to be incurred in causing such lien or claim to be discharged of record, including, without limitation, attorneys’ fees and disbursements, or (y) to require that Contractor immediately discharge the same of record, at its sole cost and expense, except as provided in Section 4.01(h), by payment, bonding or otherwise, or (z) to require that Contractor pay to Owner, on demand, the amount necessary to cause such lien or claim to be discharged of record, together with all costs and expenses incurred by Owner in connection therewith, including, without limitation, attorneys’ fees and disbursements; (e) Within thirty (30) days following Final Completion of the Work, and upon submission of a final Application for Payment therefor by Contractor (accompanied by all as-built drawings, certificates, releases of lien and other documents and instruments not theretofore delivered to Owner as required under Sections 6.01 and 7.02, hereof) Owner shall pay to Contractor an amount equal to the aggregate of the balance remaining unpaid to Contractor on account of Reimbursable Costs and the Contractor’s Fee and General Conditions Costs, the balance of any amounts held back under each Trade Contract. In addition, upon review and confirmation that Contractor has not exceeded the GMP, Owner shall pay to Contractor Contractor’s GMP Compliance Fee. The acceptance by Contractor of final payment following Final Completion of the Work shall constitute a waiver of all those claims of which Contractor had knowledge unless the same is set forth in writing and identified by Contractor in the final Application for Payment as unsettled at the time of Final Completion; any claim so identified in the final Application for Payment shall survive only for a period of one (1) year, as set forth in Article XXIX hereof; and (f) Anything contained in this Agreement to the contrary notwithstanding, Owner, in its judgment reasonably exercised, may withhold from any payment due or to become due to Contractor any amount which Owner, in its good faith opinion, deems sufficient to reimburse Owner for its expenditures for the account of Contractor and to secure Owner’s remedies in consequence of any default or breach by Contractor under this Agreement. 11.02 No payment by Owner (other than Final Payment) of any Application for Payment shall constitute acceptance by Owner of Work completed or material stored, and no such other personpayment shall be construed as a waiver of any right or claim by Owner in connection with such Work or stored material.

Applications for Payment. 9.3.1 At least ten (10) days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor shall submit to the Architect Architect, the Owner or ARS an itemized Application for Payment, Payment for operations completed in accordance with the schedule of values. Such application shall be notarized if required, and supported by such data substantiating the Contractor's right to payment as the State Owner or the Architect may reasonably require. The application , such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for payment must, at a minimum, reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere in the Contract Documents. Any allowances included in the Application for Payment shall be separately itemized with supporting data attached. The Application for Payment shall be on a form as provided by the Architect and approved by the Owner and the Owner's lender and shall be accompanied by a certification by an officer of the Contractor to the effect that: "There are no known mechanic's, materialmen's or laborer's liens or claims or any other liens or claims, legal or equitable, contractual, statutory or constitutional, which have been asserted as of the date of this Application for Payment; all due and payable bills with respect to the Work have been paid to date or are included in the amount requested in the current Application for Payment and will be paid to the parties entitled thereto in exchange for partial lien waivers and except for said parties to be paid from the amounts requested in the current Application for Payment and from whom the Contractor will obtain partial lien waivers, there is no known legally sustainable basis for the filing of any mechanics', materialmen's or laborer's lien or claim or any other lien or claim, legal or equitable, contractual, statutory or constitutional, on the Work; and waivers and releases from all Subcontractors, Sub-subcontractors, laborers and materialmen for Work done and materials furnished through the end of the period covered by last Application for Payment have been obtained and will be obtained upon making payment to all parties covered by the current Application for Payment in such form as to constitute an effective waiver and release of all such liens and claims under the laws of the State of Texas and shall be delivered to the Architect together with the Contractor's waiver and release of liens and claims at (1) the time of submission of the Application for Payment as to all waivers and releases applicable to the immediate preceding Application for Payment and (ii) at the time of the next or Final (as applicable) Application for Payment as to the current Application for Payment." 9.3.1.1 Such Applications for Payment may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. 9.3.1.2 Such Applications for Payment may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 9.3.2 Unless otherwise provided in the Contract Documents, payments will shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation within thirty (30) days in the Work. If approved in advance by the StateOwner, payments payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission compliance by the Contractor of bills of sale or such other with procedures satisfactory to the State Owner to establish the StateOwner's title to such materials or and equipment or otherwise protect the StateOwner's interest, including and shall include applicable insurance insurance, storage and transportation to the site for those such materials and equipment stored off the site. 9.3.3 The Contractor warrants and agrees that title to all Work, materials and equipment covered by an Application for Payment Work will pass to the State Owner either by incorporation in the construction or upon the receipt of payment thereof by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests interest or encumbrances, hereinafter referred encumbrances whatsoever. The vesting of such title shall not impose any obligations on the Owner or relieve the Contractor of any of its obligations under the Contract. The Contractor shall remain responsible for damage to in this Article 9 as "liens"; and that no or loss of the Work, materials whether completed or equipment under construction, until responsibility for the Work has been accepted by the Owner in the manner set forth in the Contract Documents. No Work covered by an Application for Payment will have been acquired by the Contractor, Contractor or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed seller. Nothing contained herein shall be construed as a limitation on the furnishing of lien waivers as may be required by the Contractor Owner. 9.3.4 Suitable storage which is off the Project site shall be a bonded warehouse or such appropriate storage approved by the Owner and the Owner's lenders with the stored materials property tagged and identifiable for this Project and property segregated from other personmaterials. The Owner's written approval shall be obtained before the use of an off-site storage is made. Such approval may be withheld in the Owner's sole discretion.

Applications for Payment. 9.3.1 § 10.3.1 At least ten (10) days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor CM/GC shall submit to the Architect upload into Owner’s web-based management system an itemized Application for Payment, notarized if required, Payment prepared in accordance with the schedule of values. Such application shall be supported by such data substantiating the Contractor's CM/GC’s right to payment as the State Owner or the Architect Design Professional may require. The application for payment must, at a minimum, require and shall reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere if provided for in the Contract Documents. 9.3.2 § 10.3.1.1 As provided in Section 8.3.10, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Design Professional, but not yet included in Change Orders. § 10.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the CM/GC does not intend to pay a Subcontractor or material supplier unless such Work has been performed by others whom the CM/GC intends to pay. § 10.3.2 Unless otherwise provided in the Contract Documents, payments will shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation in the Work. If approved in advance by the StateOwner, payments payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission compliance by the Contractor of bills of sale or such other CM/GC with procedures satisfactory to the State Owner to establish the State's Owner’s title to such materials or and equipment or otherwise protect the State's Owner’s interest, including and shall include the costs of applicable insurance insurance, storage and transportation to the site for those such materials and equipment stored off the site. 9.3.3 The Contractor § 10.3.3 In submitting an Application for Payment, the CM/GC affirmatively warrants that the quality of the Work has reached a level for which payment is requested, that the Work has been properly installed or performed in compliance with the Contract Documents and that title to all Work, materials and equipment Work covered by an Application for Payment will pass to the State either by incorporation in Owner no later than the construction or time of the payment. The CM/GC further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the receipt Owner shall, to the best of payment by the ContractorCM/GC’s knowledge, whichever occurs firstinformation and belief, be free and clear of all liens, claims, security interests or encumbrancesencumbrances in favor of the CM/GC, hereinafter referred to in this Article 9 as "liens"; and that no WorkSubcontractors, materials or equipment covered by an Application for Payment will have been acquired by the Contractormaterial suppliers, or other persons or entities making a claim by any other person performing Work at the site or furnishing reason of having provided labor, materials and equipment for relating to the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other personWork.

Applications for Payment. 9.3.1 At least ten 20 days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor shall submit to the Architect Construction Manager an itemized Application for PaymentPayment for Work completed in accordance with the schedule of values. Such application shall be notarized, notarized if required, and supported by such data substantiating the Contractor's right to payment as the State Owner, Construction Manager or the Architect may require. The application , such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for payment must, at a minimum, reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere in the Contract Documents. 9.3.1.1 Such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. 9.3.1.2 Such applications may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason. 9.3.2 Unless otherwise provided in the Contract Documents, payments will shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation in the Work. If approved in advance by the State, payments Owner in writing. a payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission compliance by the Contractor of bills of sale or such other with procedures satisfactory to the State Owner to establish the StateOwner's title to such materials or and equipment or otherwise protect the StateOwner's interest, including and shall include applicable insurance insurance, storage and transportation to the site for those such materials and equipment stored off the site. 9.3.3 The Contractor warrants that title to all Work, materials and equipment Work covered by an Application for Payment will pass to the State either by incorporation in Owner no later than the construction or upon time of payment. The Contractor further warrants that Upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the receipt Owner shall, to the best of payment by the Contractor's knowledge, whichever occurs first, information and belief be free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to encumbrances in this Article 9 as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by any other person performing Work at the site or furnishing reason of having provided labor, materials and equipment for relating to the Project, subject Work. The Contractor hereby agrees (in relation to an agreement under which an interest therein or an encumbrance thereon is retained payments made by the seller Owner to the Contractor) to indemnify, defend and hold harmless the Owner from and against any liens, claims, security interests or otherwise imposed encumbrances filed by the Contractor any Subcontractor, any Sub-subcontractor, or such other personanyone claiming by, through or under any of them.

Applications for Payment. 9.3.1 .1 At least ten days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor ▇▇▇▇▇▇▇ shall submit to the Architect Owner an itemized Application for PaymentPayment for completed portions of the IDB Work. The application shall be notarized, notarized if required, and supported by such data substantiating the Contractor's ▇▇▇▇▇▇▇’▇ right to payment as the State or the Architect Owner may require, such as copies of requisitions from the Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents; provided that retainage shall not be withheld on the Industrial Design Services. i. All Applications for Payment shall deduct ten percent (10%) of the value of the “work” as that term is used in § 53.101 of the Texas Property Code as statutory retainage. ii. The application Owner shall be entitled to withhold from any interim or progress payment ten percent (10%) of the value of the “work” as that term is used in § 53.101 of the Texas Property Code as statutory retainage. iii. Statutory retainage shall be paid by Owner to ▇▇▇▇▇▇▇, as set forth in Section 11.1.5 above. .2 As provided in Section 9.3.9, Applications for Payment may include requests for payment must, at a minimum, reflect retainage and the required waivers on account of lien and any other support documentation enumerated elsewhere changes in the Contract DocumentsIDB Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. 9.3.2 i. Applications for Payment shall not include requests for payment for portions of the IDB Work for which ▇▇▇▇▇▇▇ does not intend to pay the Consultant, Contractor, material supplier, or other persons or entities providing services or work for ▇▇▇▇▇▇▇, unless such IDB Work has been performed by others whom ▇▇▇▇▇▇▇ intends to pay. .3 Unless otherwise provided in the Contract Industrial Design-Build Documents, payments will shall be made on account of for services provided as well as materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation in the Work. If approved in advance by the StateOwner, payments payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission compliance by the Contractor of bills of sale or such other ▇▇▇▇▇▇▇ with procedures satisfactory to the State Owner to establish the State's Owner’s title to such materials or and equipment or otherwise protect the State's Owner’s interest, including and shall include the costs of applicable insurance insurance, storage and transportation to the site for those such materials and equipment stored off the site. 9.3.3 The Contractor ▇. ▇▇▇▇▇▇▇ warrants that title to all IDB Work, materials and equipment other than Instruments of Service, covered by an Application for Payment will pass to the State either by incorporation in Owner no later than the construction or time of payment. ▇▇▇▇▇▇▇ further warrants that, upon submittal of an Application for Payment, all IDB Work for which Certificates for Payment have been previously issued and payments received from the receipt Owner shall, to the best of payment by the Contractor▇▇▇▇▇▇▇’▇ knowledge, whichever occurs firstinformation and belief, be free and clear of all liens, claims, security interests or encumbrancesencumbrances in favor of ▇▇▇▇▇▇▇, hereinafter referred to in this Article 9 as "liens"; and that no WorkConsultants, materials or equipment covered by an Application for Payment will have been acquired by the ContractorContractors, material suppliers, or other persons or entities entitled to make a claim by any other person performing Work at the site or furnishing reason of having provided labor, materials and equipment for relating to the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other personIDB Work.

Applications for Payment. 9.3.1 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. § 12.2.1 At least ten days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor shall submit to the Owner and the Architect an itemized Application for Payment, notarized if required, Payment for Work completed in accordance with the Schedule of Values stated in this Agreement. The Application shall be supported by such data substantiating the Contractor's ’s right to payment as the State Owner or the Architect may reasonably require. The application for payment must, at a minimumsuch as evidence of payments made to, reflect retainage and the required waivers of lien liens from, subcontractors and any other support documentation enumerated elsewhere in the Contract Documents. 9.3.2 Unless otherwise provided in the Contract Documents, payments will suppliers. Payments shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation in the Work. If approved in advance by the StateOwner, payments payment may similarly be made for materials or and equipment suitably stored stored, and protected from damage, off the site at some other a location agreed upon in writing. Payments for materials or equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the State to establish the State's title to such materials or equipment or otherwise protect the State's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site. 9.3.3 § 12.2.2 The Contractor warrants and agrees that title to all Work, materials and equipment Work covered by an Application for Payment will pass to the State Owner either by incorporation in the construction or upon the receipt of payment therefor by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests interests, or encumbrances, hereinafter referred whatsoever, that the vesting of such title shall not impose any obligations on the Owner or relieve Contractor of any of its obligations under the Contract, that the Contractor shall remain responsible for damage to or loss of the Work, whether completed or under construction, until responsibility for the Work has been accepted by the Owner in this Article 9 as "liens"; the manner set forth in the Contract Documents, and that no Work, materials or equipment Work covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. Nothing contained herein shall be construed as a limitation on the furnishing of lien waivers as may be required by the Owner.

Applications for Payment. 9.3.1 § 10.3.1 At least ten (10) days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor CM/GC shall submit to the Architect upload into Owner’s web-based management system an itemized Application for Payment, notarized if required, Payment prepared in accordance with the schedule of values. Such application shall be supported by such data substantiating the Contractor's CM/GC’s right to payment as the State Owner or the Architect Design Professional may require. The application for payment must, at a minimum, and shall reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere if provided for in the Contract Documents. 9.3.2 § 10.3.1.1 As provided in Article 8.3.10, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Design Professional, but not yet included in Change Orders. § 10.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the CM/GC does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the CM/GC intends to pay. § 10.3.2 Unless otherwise provided in the Contract Documents, payments will shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation in the Work. If approved in advance by the StateOwner, payments payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission compliance by the Contractor of bills of sale or such other CM/GC with procedures satisfactory to the State Owner to establish the State's Owner’s title to such materials or and equipment or otherwise protect the State's Owner’s interest, including and shall include the costs of applicable insurance insurance, storage and transportation to the site for those such materials and equipment stored off the site. 9.3.3 The Contractor § 10.3.3 In submitting an Application for Payment, the CM/GC affirmatively warrants that the quality of the Work has reached a level for which payment is requested, that the Work has been properly installed or performed in compliance with the Contract Documents and that title to all Work, materials and equipment Work covered by an Application for Payment will pass to the State either by incorporation in Owner no later than the construction or time of the payment. The CM/GC further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the receipt Owner shall, to the best of payment by the ContractorCM/GC’s knowledge, whichever occurs firstinformation and belief, be free and clear of all liens, claims, security interests or encumbrancesencumbrances in favor of the CM/GC, hereinafter referred to in this Article 9 as "liens"; and that no WorkSubcontractors, materials or equipment covered by an Application for Payment will have been acquired by the Contractormaterial suppliers, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person.other

Applications for Payment. § 9.3.1 At least ten days before the date established for each progress payment established in the State- Contractor Agreementpayment, the Contractor shall submit to the Architect Engineer an itemized Application for PaymentPayment prepared in accordance with the schedule of values, notarized if required under Section 9.2, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's ’s right to payment as the State Owner or the Architect Engineer may require. The application for payment must, at a minimumsuch as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage and the required waivers of lien and any other support documentation enumerated elsewhere if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Engineer, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments will shall be made on account of materials or and equipment not incorporated in the Work but delivered and suitably stored at the site and, if for subsequent incorporation in the Work. If approved in advance by the StateOwner, payments payment may similarly be made for materials or and equipment suitably stored off the site at some other a location agreed upon in writing. Payments Payment for materials or and equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale or such other procedures satisfactory to the State to establish the State's title to such materials or equipment or otherwise protect the State's interest, including applicable insurance and transportation to the site for those materials and equipment stored off the site.upon § 9.3.3 The Contractor warrants that title to all Work, materials and equipment Work covered by an Application for Payment will pass to the State either by incorporation in Owner no later than the construction or time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the receipt Owner shall, to the best of payment by the Contractor’s knowledge, whichever occurs firstinformation and belief, be free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to encumbrances in this Article 9 as "liens"; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by any other person performing Work at the site or furnishing reason of having provided labor, materials and equipment for relating to the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other personWork.