Common use of Applications for Payment Clause in Contracts

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he Architect an itemized Application for Payment for operations completed in accordance with the schedule of values, a copy of which shall be attached to the application. Such application shall be notarized and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .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. .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. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Owner will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. 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. 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 and shall provide the Owner with evidence of such insurance.

Applications for Payment. 9.3.1 All Applications 1. On or before the first day of each month during the performance of the Work, Contractor shall submit to Architect for its approval an itemized application for payment ("Application for Payment") in form and substance satisfactory to Owner (simultaneously therewith sending copies to Owner and such consultants and Owner’s Lender, hereinafter defined, as Owner may direct). Prior to the Contractor's submission of the Final Application for Payment (as hereinafter defined) in accordance with the terms of the Contract, each Application for Payment shall be submitted on AIA Documents G-702 for a sum equal to all of Contractor's Costs incurred during the preceding month less ten percent (10%) retainage in accordance with Section 53.101 of the Texas Property Code. Contractor's Costs shall be segregated and G-703detailed in a manner satisfactory to Owner. 2. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he Architect When an itemized Application for Payment includes materials or equipment stored off the Project site or stored on the Project site but not incorporated in the Work, for operations completed in accordance with the schedule of valueswhich no previous payment has been requested, a copy complete description of which such material or equipment shall be attached to the applicationApplication for Payment. Suitable storage that is off the Project site shall be a bonded warehouse or appropriate storage approved by Owner, with the stored material properly tagged and identifiable for this Project and properly segregated from other materials. The Owner's written approval shall be obtained before the use of off-site storage is made. Such application approval may be withheld in Owner's sole discretion. Title to all such equipment and materials shall be notarized and supported by such data substantiating the Contractor’s right pass to payment as the Owner upon payment therefor or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .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. .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. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, whichever shall first occur, and the Contractor shall prepare and execute all documents necessary to effect and perfect such transfer of title. If The vesting of such title shall not impose any obligations on the Owner or relieve the Contractor of any of its obligations hereunder. Once an item of stored materials has been physically incorporated into the Work, it shall no longer count against or be included in the aggregate total dollar amount of outstanding stored materials. 3. The "Schedule of Values," as prepared by Contractor and approved by Owner and Architect in advance by accordance with Section 9.2 of the OwnerGeneral Conditions, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory itemized to facilitate payments to Subcontractors and shall be in sufficient detail to show Contractor's right to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the sitepayment claimed. 4. The Owner will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. 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. With In each Application for Payment, the Contractor shall submit certify that such Application for Payment represents a just estimate of costs reimbursable to the Contractor under the terms of Section V.B and shall also certify as follows: "There are no known mechanics' or materialmen's liens outstanding at the date of this requisition, that 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, and that, except for such bills not paid but so included, there is no known basis for the filing of any mechanics' or materialmen's liens on the Work, and that releases from all Subcontractors and materialmen have been obtained in such form as to constitute an effective release of lien under the laws of the state of Texas covering all Work theretofore performed and for which payment has been made by the Owner a written list identifying each location where materials are stored off the Project site and the value of materials at each locationto Contractor." 5. The Contractor shall procure insurance furnish with the first Application for Payment (a) conditional partial releases of lien from Contractor, each Subcontractor and each material supplier that performed work or provided materials included in the Application for Payment being submitted; and (b) an Affidavit of Bills Paid in the form required under Section 53.085 of the Texas Property Code. The Contractor shall furnish with the second Application for Payment and all subsequent Applications for Payment (x) conditional partial releases of lien from the Contractor, each Subcontractor and each material supplier that performed work or provided materials included in the Application for Payment being submitted; (y) an affidavit of Bills Paid in the form required under Section 53.085 of the Texas Property Code; and (z) unconditional partial releases of lien from Contractor, each Subcontractor and each material supplier that performed work or provided material included in the previous Application for Payment and for which payment has been made by Owner to Contractor. Contractor shall also submit with each Application for Payment any other such forms as required by Owner or Owner's title insurer in order to ensure an effective release of mechanics' or materialmen's liens in compliance with the laws of the State of Texas. In no event will any payment be made until all such waivers, releases and other required documentation are submitted to Owner. If any lien holder records a lien in any amount against the Property for Work paid for by Owner, no payment will be due Contractor until such lien is released of record by the filing of a Release of Lien in the Real Property Records of Bexar County, Texas, or Contractor provides Owner a bond satisfactory to the Owner to indemnify the Owner against any lien at the Contractor's sole cost which satisfies the requirements of Subchapter H of Chapter 53 of the Texas Property Code. The cost of any such bond may not be included in the Cost of the Work. All lien releases provided under this Agreement shall be in the form required by Section 53.284 of the Texas Property Code. 6. With the submission of each Application for materials stored off Payment, the Contractor and each Subcontractor who has executed a Cost Plus Fee with Guaranteed Maximum subcontract will provide to the Owner the complete costs (job cost to date print out data, reports associated with the job costs and any other documentation as may be required by the Owner) to support the Application for Payment. Additionally, the Contractor will provide, if requested by the Owner, copies of Contractor's Subcontractors' pay requests, invoices, labor sheets and other information substantiating the Contractor's right to payment, all verified and summarized by the Contractor's accounting department. 7. The Contractor shall further submit with each Application for Payment a monthly progress report which shall set forth in detail the status of the Project site as of the date of such Application for Payment. The exact format of the progress report shall be determined by the Owner and agreed upon by the Contractor prior to submission of the initial Application for Payment; however, the progress reports shall at a minimum describe those aspects of the Work which have been commenced and the status thereof, enumerate the tradesmen and Subcontractors then involved in the Work and the amount of personnel employed on the Project by them, set forth the schedule for major portions of the Work for the coming month, and include the Contractor's appraisal of the progress and Cost of the Work, together with recommendations as to any action which is required by the Owner or Architect. Each monthly progress report shall be accompanied by an amount not less than update of the total value thereof CPM schedule the exact form of which shall be mutually agreed to by the Owner and Contractor at the time the format for the progress report is determined. Additionally, the Contractor shall provide the Owner with evidence monthly progress photos of the Work, pursuant to guidelines and requirements to be established by the Owner. 8. The Contractor shall not submit for the Owner's review and approval any Application for Payment that is incomplete, inaccurate or lacks the detail, specificity or supporting documentation required by this Section V.D. It is understood and agreed by the Contractor and Owner that if any Application for Payment is deficient to such insurancean extent that such does not constitute a reasonably complete Application for Payment, the Contractor shall be required to resubmit said Application for Payment in proper form prior to the Owner incurring any obligation to make payment on account thereof. The Contractor specifically agrees that it shall not include in any Application for Payment sums attributable to Work that the Owner, Architect or Contractor have rejected or which otherwise constitute or relate to applications for payments, b▇▇▇▇▇▇▇ or invoices of Subcontractors or suppliers that the Contractor disputes or for any other reason does not intend to pay. 9. The Owner shall review each such Application for Payment and may make such exceptions as the Owner reasonably deems necessary or appropriate under the state of circumstances then existing. Within twenty-five (25) days after submission of the Application for Payment by the Contractor to the Owner (unless such date falls on a weekend or holiday, then on the next business day) and provided the Contractor has submitted its Application for Payment and supporting documentation in the manner and detail herein required by this Agreement, the Owner shall make payment to the Contractor in the amount approved as aforesaid subject to Section V.E hereof. The payment of any Application for Payment by the Owner, including the Final Application for Payment, does not constitute approval or acceptance of any item of cost in such Application for Payment. 10. The Contractor agrees that ten percent (10%) of the amount due under each subcontract shall be retained by the Owner until final payment ("Final Payment"). Retainage shall be included in the Contractor's Application for Payment for the purpose of indicating the value of the Work performed, however, the Contractor shall not request payment thereof from the Owner until such retainage is actually paid or payable. 11. Ten (10) days after Final Completion of the Work and acceptance thereof by the Owner, or as soon thereafter as possible, the Contractor shall submit a final request for payment ("Final Application for Payment"), which shall set forth all amounts due and remaining unpaid to the Contractor (including the unpaid portion of the Contractor's Fee, if any), and upon approval thereof by the Architect and Owner, the Owner shall pay to the Contractor the amount due under such Final Application for Payment. Anything to the contrary contained herein or elsewhere notwithstanding, Final Payment shall not be made prior to the later of (a) thirty-one (31) days following Final Completion of the Work and (b) twenty-five (25) days following the Contractor's submission of its Final Application for Payment. 12. The Final Application for Payment shall not be made until the Contractor completes all deficient or defective Work and delivers to the Owner a certificate of occupancy, a complete and detailed computation of final job costs, all warranties, guarantees, training, operation and maintenance manuals, and a complete set of As- Built Record Drawings, in a form acceptable to Owner. In addition, Contractor shall deliver (a) a notarized affidavit and certificate of completion that certifies that (i) all claims, liens and judgments have been satisfied by the Contractor,

Applications for Payment. 9.3.1 All Applications On or before the 20th day of each month during the construction of the Improvements, Tenant shall submit to Escrow Agent and Landlord a written request for disbursement for costs incurred in construction of the Improvements using AIA Form G702 and G703, or a form containing equivalent information and approved by Landlord (an "Application for Payment"). Subject to the provisions of this Agreement, payment in respect of a properly submitted Application for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required made by the Agreement, 5th day of the Contractor shall submit to (he Architect an itemized month following submission. Each Application for Payment shall be accompanied by: (a) such backup or supporting documentation as Landlord may reasonably request substantiating the amount requested; (b) current lien waivers from general or prime contractors and lien waivers from subcontractors evidencing that they have received amounts owing to them from the prior month's disbursement; (c) with respect to amounts owing to the Project Architects in respect of the Plans and Specifications, evidence reasonably satisfactory to Landlord that the applicable governmental approvals have been obtained for operations the work in progress or final drawings and specifications, as the case may be, for which payment is requested; and (d) with respect to amounts owing in respect of construction costs, a certificate of one or both of the Project Architects (as applicable), certifying: (A) the percentage of the work on the Improvements completed in accordance as of the date of the subject Application for Payment; (B) that the work completed to date complies with the schedule of values, a copy of which shall be attached to Plans and Specifications and Governmental Requirements; and (C) the application. Such application shall be notarized contractors and supported by such data substantiating the Contractor’s right subcontractors requesting payment are entitled to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such applications may include requests for payment on account amount requested. In no event shall any amount be disbursed in excess of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. .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. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance amount certified by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writingProject Architects as aforesaid. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Owner will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. 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. With For each properly submitted Application for Payment, the Contractor shall submit and subject to the Owner a written list identifying each location where materials are stored off conditions herein, Landlord shall deposit the amount of the Application for Payment in the escrow account established for such purpose with Escrow Agent, and Escrow Agent shall disburse such amount to the contractors, subcontractors or third parties entitled to such payments in accordance therewith. Final payment and the disbursement of retainages shall be made at such times as (i) the Project site Architects and the value of materials at General Contractor have each location. The Contractor shall procure insurance satisfactory certified to Landlord that all punch list items applicable to the Owner for materials stored off Improvements have been properly completed and final completion of the Improvements has been achieved and such certificates have been delivered to Landlord and Escrow Agent; (ii) Tenant, the Project site in an amount not less than Manager and Project Architects have each delivered to Landlord, with a copy to Escrow Agent, a certificate stating that all other items required for Project Close-Out have been obtained and delivered to Landlord and, with respect to the total value thereof and shall provide the Owner with evidence of such insurancefinal unconditional lien waivers, to Escrow Agent.

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values, a copy of which shall be attached to the application. Such application shall be notarized notarized, if required, and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such 9.3.1.1 As provided in Subparagraph 7.3.8, 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 Directives, or by Change Orders. .2 9.3.1.2 Such applications may not include requests for payment for portions of amounts the Work for which the Contractor does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted)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 shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's ’s title to such materials and equipment or otherwise protect the Owner's ’s interest, and shall include the costs of applicable insurance, storage storage, and transportation to the site for such materials and equipment stored off the site. . 9.3.3 The Owner Contractor warrants that title to all Work covered by an Application for Payment will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. Title to such materials shall be vested in the Owner, as evidenced by documentation satisfactory in form and substance pass to the Owner and no later than the Owner's Construction Lender, including, without limitation, recorded financing statements, UCC filings and UCC searches. 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 time of materials at each locationpayment. The Contractor shall procure insurance satisfactory 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 Owner shall, to the Owner for materials stored off best of the Project site Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances in an amount not less than favor of the total value thereof Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and shall provide equipment relating to the Owner with evidence of such insuranceWork.

Applications for Payment. 9.3.1 All 5.1 At the first weekly job site meeting of the month, the Contractor shall provide the Owner for review (a) an Application for Payment, including the Contractor’s sworn statement of value of the work for which payment is sought, indicating the percentage of completion of the Work as of the end of the period covered by the Application for Payment, and the Contractor’s waiver of lien, using a form required by the Owner and covering work for the preceding month for which the Contractor seeks payment and (b) waivers of lien for each of its subcontractors and sub- subcontractors of any tier, including waivers of lien of any materialman, for all of the work of those subcontractors and sub-subcontractors paid for by the Owner pursuant to prior Applications for Payment. 5.2 Each Application for Payment shall be based upon the Schedule of Values submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he Architect an itemized Application for Payment for operations completed in accordance with the schedule Contract Documents. The Schedule of values, a copy Values shall allocate the Contract Price among the various portions of which shall the Work and be attached to the application. Such application shall be notarized prepared in such form and supported by such data substantiating the Contractor’s right to payment substantiate its accuracy as the Architect and/or Owner or Architect may require. The Schedule of Values, such unless objected to by the Architect of Owner, shall be used as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided the basis for elsewhere in the Contract Documentsreviewing each Application for Payment. .1 Such applications may include requests for payment on account 5.3 Within seven days of changes in the Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. .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. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Owner will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval receipt of the Owner. 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. With each Application for Payment, the Owner shall either issue its Certificate for Payment for such amount as the Architect and Owner shall determine is properly due or notify the Contractor in writing of the Owner’s reasons for withholding certification in whole or in part as provided in Paragraph 9.5.1 of the General Conditions. 5.4 The Owner shall submit pay the Contractor no later than thirty (30) days of receipt by the Owner of the Application for Payment that portion of the amount sought by the Application for Payment which the Owner determines in its sole discretion to be properly due, subject the Contractor’s compliance with the provisions of this Article and the other requirements of the Contract Documents, less a deduction of ten percent from the amount approved for payment by the Owner. 5.5 Subject to the other provisions of the Contract Documents, 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 make final payment to the Owner Contractor of all unpaid amounts of the Contract Price no later than thirty (30) days following the issuance of the Architect's or Owner’s final Certificate for materials stored off the Project site in an amount not less than the total value thereof and shall provide the Owner with evidence of such insurancePayment.

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At Unless otherwise provided in the Contract Documents; at least ten twenty (20) days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor Construction Manager shall submit to (he Architect the Design Professional an itemized Application for Payment for operations completed in accordance with the schedule of values, a copy of which shall be attached to the application. Such application shall be notarized and supported by such data substantiating the Contractor’s Construction Manager's right to payment as including the Owner or Architect may require, such as most current Construction Manager’s Construction Schedule and/or copies of requisitions from Subcontractors and material suppliers, providers as the Owner or Design Professional may require and reflecting retainage if provided for elsewhere in the Contract Documentsdocuments. .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. .2 9.3.1.1 Such applications may not include requests for payment of amounts the Contractor Construction Manager does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted). 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor Construction Manager with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. . 9.3.3 The Owner Construction Manager warrants that title to all Work covered by an Application for Payment will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. Title to such materials shall be vested in the Owner, as evidenced by documentation satisfactory in form and substance pass to the Owner no later than the time of payment. The Construction Manager 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 OwnerOwner shall, to the best of the Construction Manager's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Construction LenderManager, includingSubcontractors, without limitationmaterial suppliers or other persons or entities making a claim by reason of having provided labor, recorded financing statements, UCC filings materials and UCC searches. With each equipment relating to the Work. 9.3.4 The Construction Manager shall submit his Application for Payment, amounting to 95% of the Contractor shall submit to cost of the Owner a written list identifying work performed and 95% of the materials on hand in accordance with Section 9.3.2 above, as of the last day of 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 and shall provide the Owner with evidence of such insurancemonth.

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date time or times established for each progress payment, unless otherwise required by in the Agreement, the Contractor shall submit to (he the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values, a copy . The format and number of which copies of such Applications for Payment shall be attached to as directed by the applicationArchitect. Such application shall be notarized notarized, if required, and supported by such data substantiating the Contractor’s 's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documentsretainage. .1 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. .2 9.3.1.2 Such applications may not include requests for payment of amounts that have not yet been invoiced by a Subcontractor or that the Contractor does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted). 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. 9.3.2.1 The Contractor shall submit to the Architect a completed Application for Payment on AIA Document G702, Application and Certificate for Payment, and must include the Contractor's notarized signature. The Owner will not make payment for stored materials which are items Schedule of a commodity nature Values as specified in 9.2.1 shall be attached thereto with every column and are readily available through distribution channelstotal completed. The Contractor shall also comply with submit such supporting data substantiating the following specific requirements:Contractor's right to payment as the Owner or Architect may require. Until Final Completion, the Owner shall pay 95% of the amount due the Contractor on account of progress payments. .1 The aggregate 9.3.2.2 Contractor shall provide invoices, package slips or other form of supporting data for materials stored on-site claimed on the progress payment, unless it can be verified through on-site observations. 9.3.3 Applications for Payment shall be for not more than ninety-five percent (95%) of the cost of materials stored off site labor and material actually incorporated into the project during the previous month, less previous payments. The five percent (5%) retainage shall be retained in full until the final payment application at the completion of ALL work, including "punch list" items. The final payment application shall also include a completed affidavit in accordance with 9.10.2. 9.3.4 Applications for Payment must be received by the Architect not exceed Fifty Thousand Dollars later than two ($50,0002) at any time without written approval weeks prior to Second Monday of the Ownermonth. Title to such materials shall A Certificate for Payment due will be vested in the Owner, as evidenced by documentation satisfactory in form and substance submitted to the Owner as soon as the Application can be checked and certified by the OwnerArchitect. Owner will make payment promptly, and not later than 30 days after receipt of Architect's Construction Lender, including, without limitation, recorded financing statements, UCC filings and UCC searches. With certification. 9.3.5 By signing each Application for Payment, the Contractor shall submit warrants that title to all Work covered by an Application for Payment will pass to the Owner a written list identifying each location where materials are stored off no later than the Project site and the value time of materials at each locationpayment. The Contractor shall procure insurance satisfactory further warrants that upon submittal of an Application for Payment: (1) all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the Owner best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work; (2) the information presented in the Application for Payment is true, correct, accurate and complete; (3) that the Contractor has made the necessary detailed examinations, audits and arithmetic verifications; (4) that the work has been completed to the extent represented in the Application for Payment; (5) that the materials stored off and supplies indentified in the Project Application for Payment have been purchased, paid for and received; (6) that the subcontractors have been paid as identified in the Application for Payment or that Contractor has been invoiced for same; (7) that it has made the necessary on-site inspections to confirm the accuracy of the Application for Payment; and (8) that all due and payable bills with respect to the Work have been paid to date or are included in an the amount not less than requested in the total value thereof and shall provide the Owner with evidence of such insurancecurrent application.

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten a. No later than five days before after the agreed upon progress payment cut-off date established for each progress payment, unless otherwise required by in the RFTA-Contractor Agreement, the Contractor shall submit to (he Architect the Project Manager an itemized Application for Payment for operations completed in accordance with the schedule Bid Schedule and Schedule of values, a copy of which shall be attached to the applicationValues. Such application shall be notarized and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect Project Manager may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage retainage, if any, as provided for elsewhere in the Contract Documents. .1 i. 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. .2 ii. Such applications may not include requests for payment of amounts the Contractor does not intend to pay to a” Subcontractor a subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted). 9.3.2 b. Unless otherwise provided in the Contract Documents, payments shall will be made on account of materials and or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in advance by RFTA, payments may similarly be made for materials or equipment suitably stored at some other location agreed upon in writing for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made Payments for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and or equipment stored on or off the site shall be conditioned upon compliance submission by the Contractor with of bills of sale or such other procedures satisfactory to the Owner RFTA to establish the Owner's RFTA’s title to such materials and or equipment or otherwise protect the Owner's RFTA’s interest, and shall include including applicable insurance, storage insurance and transportation to the site for such those materials and equipment stored off the site. . c. The Owner Contractor warrants that title to all work, materials and equipment covered by an Application for Payment will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. Title pass to such materials shall be vested RFTA either by incorporation in the Ownerconstruction 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 evidenced “liens”; and that no work, materials or equipment covered 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. With each an Application for PaymentPayment 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 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 or such other person. d. When application for payment includes materials stored off the Project project site or stored on the project site but not incorporated in an amount not less than the total value thereof and shall provide the Owner with evidence Work, for which no previous payment has been requested, a complete description of such insurancematerial shall be attached to the application. Suitable storage which is off the project site shall be a bonded warehouse or appropriate storage approved by the Project Manager with the stored materials properly tagged and identifiable for this project and properly segregated from other materials. The Project Manager’s written approval shall be obtained before the use of offsite storage is made. Such approval may be withheld in the Project Manager’s sole discretion.

Applications for Payment. 9.3.1 All Applications Subject to any applicable provisions set forth in other Contract Documents, each Application for Payment shall be based on the most recent schedule of values (“Schedule of Values”) submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he Architect an itemized Application for Payment for operations completed CONTRACTOR in accordance with the schedule Contract Documents. The Schedule of values, a copy Values shall allocate the entire Contract Price among the various portions of which the Work. The Schedule of Values shall be attached to the application. Such application shall be notarized prepared in such form and supported by such data substantiating to substantiate its accuracy as the ContractorLANDSCAPE ARCHITECT and OWNER may require. The Schedule of Values, as approved by the LANDSCAPE ARCHITECT or OWNER, shall be used as a basis for reviewing the CONTRACTOR’s right Applications for Payment. As the Work progresses the Schedule of Values may be revised as the OWNER and LANDSCAPE ARCHITECT, in their sole discretion, may deem appropriate to reflect the sequencing of the Work and the values to be assigned to each portion of the Work included in the Schedule of Values. § 4.1.1 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. Subject to the provisions of the General Conditions, the CONTRACTOR shall prepare its Application for Payment for a progress payment as of the Owner last day of each calendar month and submit it, with the required number of copies, to the LANDSCAPE ARCHITECT for review. The total value of work completed to date shall be based on the actual or Architect may requireestimated quantities of Work completed and, if applicable, on the unit prices contained in the Agreement (or approved schedule of values relating to lump sum bids) and adjusted by approved Change Orders. The value of materials properly stored on the site shall be based upon the estimated quantities of such as copies materials and the invoice prices. Copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided all invoices shall be available for elsewhere in inspection by the LANDSCAPE ARCHITECT. § 4.1.2 Subject to other provisions of the Contract Documents., the amount of each progress payment shall be computed as follows: .1 Such applications may include requests for payment on account Take that portion of the Contract Price properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Price allocated to that portion of the Work in the Schedule of Values, less retainage of Five percent (5.00%). Pending final determination of cost to the OWNER of changes in the Work which have been properly authorized by Construction Change Directives but Work, amounts not yet included in Change Orders.dispute shall be included; .2 Such applications may not include requests for payment Add that portion of amounts the Contractor does not intend to pay to a” Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If completed construction (or, if approved in advance by the OwnerOWNER, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest), and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Owner will not make payment for stored materials which are items less retainage of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars Five percent ($50,000) at any time without written approval of the Owner. 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. 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 and shall provide the Owner with evidence of such insurance.5.00%);

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he the Architect an itemized Application for Payment for operations completed in accordance with the schedule of values, a copy of which shall be attached to the application. Such application shall be notarized notarized, if required, and supported by such data substantiating the Contractor’s 's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such 9.3.1.1 As provided in Subparagraph 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives Directives, or by interim determinations of the Architect, but not yet included in Change Orders. .2 9.3.1.2 Such applications may not include requests for payment for portions of amounts the Work for which the Contractor does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted)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 shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall sha1l include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. . 9.3.3 The Owner Contractor warrants that title to all Work covered by an Application fox Payment will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. Title to such materials shall be vested in the Owner, as evidenced by documentation satisfactory in form and substance pass to the Owner and no later than the Owner's Construction Lender, including, without limitation, recorded financing statements, UCC filings and UCC searches. 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 time of materials at each locationpayment. The Contractor shall procure insurance satisfactory 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 Owner shall, to the Owner for best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials stored off and equipment relating to the Project site Work. 9.3.4 Any delinquent payment shall bear interest at the prime rate as published in an "The Money Rates" Section of THE WALL STREET JOURNAL (U.S. Edition), plus two percent (2%), until paid, but not to exceed the maximum contract rate permitted by the applicable usury laws. The payment of interest shall not excuse or defer timely payment of the principal amount not less than the total value thereof and shall provide the Owner with evidence of on which such insuranceinterest has accrued or is accruing.

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. § 15.3.1 At least ten five days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he the Architect an itemized Application for Payment for operations completed prepared in accordance with the schedule of values, a copy if required under Section 15.1, for completed portions of which shall be attached to the applicationWork. Such The application shall be notarized and notarized, if required; be supported by such all data substantiating the Contractor’s right to payment as that the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting ; shall reflect retainage if provided for elsewhere in the Contract Documents. .1 Such applications may ; and include requests any revised cost control information required by Section 15.2.4. Applications 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. .2 Such applications may Payment shall not include requests for payment for portions of amounts the Work for which the Contractor does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted)supplier, unless such Work has been performed by others whom the Contractor intends to pay. 9.3.2 Unless otherwise provided in § 15.3.2 With each Application for Payment where the Contract DocumentsSum is based upon the Cost of the Work, or the Cost of the Work with a Guaranteed Maximum Price, the Contractor shall submit payrolls, ▇▇▇▇▇ cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor’s Fee. Not Applicable § 15.3.3 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored stored, and protected from damage, off the site at a location agreed upon in writing. . § 15.3.4 The Contractor warrants that title to all Work covered by an Application for Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory will pass to the Owner to establish no later than the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Owner will not make payment for stored materials which are items time of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. 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. 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 locationpayment. The Contractor shall procure insurance satisfactory 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 Owner shall, to the Owner for materials stored off best of the Project site in an amount not less than Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or other encumbrances adverse to the total value thereof and shall provide the Owner with evidence of such insuranceOwner’s interests.

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date established for With each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he the Architect an itemized Application application for Payment payment for operations completed in accordance with the schedule of values, a copy values and the provisions of which shall be attached to Section 6.1 of the applicationContract. Such application shall be notarized notarized, if required, and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, suppliers and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such applications 9.3.1.1 As provided in Section 6.1.7.1 of the Contract, 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 OrdersDirectives. .2 9.3.1.2 Such applications Applications may not include requests for payment for portions of amounts the Work for which the Contractor does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted)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 shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in writing in advance by the OwnerOwner and any lender, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner and any lender to establish the Owner's ’s title to such materials and equipment or otherwise protect the Owner's ’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. . 9.3.3 The Owner Contractor warrants that title to all Work covered by an application for payment will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. Title to such materials shall be vested in the Owner, as evidenced by documentation satisfactory in form and substance pass to the Owner and no later than the Owner's Construction Lender, including, without limitation, recorded financing statements, UCC filings and UCC searches. 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 time of materials at each locationpayment. The Contractor shall procure insurance satisfactory further warrants that upon submittal of an application for payment all Work for which Certificates for Payment have been issued and payments received from the Owner shall, to the Owner for best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials stored off and equipment relating to the Project site in an amount not less than the total value thereof and shall provide the Owner with evidence of such insuranceWork.

Applications for Payment. 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before 10.3.1 By the date established for each progress payment, unless otherwise required by 25th of the Agreementmonth, the Contractor shall submit to (he the Program Manager and Architect an itemized "Application for Payment" accompanied by the Certificate of Payment for operations which shall be completed in accordance with the schedule Schedule of values, a copy of which shall be attached to the applicationValues. Such application shall be notarized and supported by such data substantiating the Contractor’s 's right to payment as the Owner Owner, Program Manager or Architect may require, such as copies of requisitions Applications for Payment from Subcontractors and material suppliers, as approved by the Contractor, and reflecting retainage if provided for elsewhere in the Contract Documentsretainage. .1 10.3.1.1 Such applications may shall include requests for payment on account of changes in the Project Work which have been properly authorized by Construction Change Directives but not yet included in Change Orders. .2 10.3.1.2 Such applications may shall not include requests for payment of amounts the Contractor does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted). 9.3.2 10.3.1.3 Applications for Payment of the Project Work shall also be accompanied by labor records, time records, petty cash accounts, receipts, invoices and other evidence of the co▇▇ ▇▇curred by the Contractor in performing the Project Work. 10.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the Project site for subsequent incorporation in the Project Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the Project site at a location agreed upon in writing. Payment for materials and equipment stored on or off the Project site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, as itemized below: 10.3.2.1 The Owner approves the purchase of the material prior to purchase by the Contractor. 10.3.2.2 An applicable purchase order is provided listing the materials in detail and shall include applicable insurance, identifying this specific contract by name. 10.3.2.3 Evidence that proper storage and transportation security is provided. 10.3.2.4 The Owner is furnished legal title (free of liens or encumbrances of any kind) to the material that is stored or stockpiled. 10.3.2.5 Any off-site stored material shall be secured in a bonded warehouse. 10.3.2.6 Once any Stored Material is paid for such materials and equipment stored off the site. The Owner will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site by Owner, it shall not exceed Fifty Thousand Dollars ($50,000) at any time without written be removed from the designated storage area except for incorporation into the Project Work or upon subsequent approval of the Owner. 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. 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 and shall provide the Owner with evidence of such insurance.

Applications for Payment. 9.3.1 All 5.1 At the first weekly job site meeting of the month, the Contractor shall provide the Owner for review (a) an Application for Payment, including the Contractor’s sworn statement of value of the work for which payment is sought, indicating the percentage of completion of the Work as of the end of the period covered by the Application for Payment, and the Contractor’s waiver of lien, using a form required by the Owner and covering work for the preceding month for which the Contractor seeks payment and (b) waivers of lien for each of its subcontractors and sub-subcontractors of any tier, including waivers of lien of any material supplier for all of the work of those subcontractors and sub-subcontractors paid for by the Owner pursuant to prior Applications for Payment. 5.2 Each Application for Payment shall be based upon the Schedule of Values submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit to (he Architect an itemized Application for Payment for operations completed in accordance with the schedule Contract Documents. The Schedule of values, a copy Values shall allocate the Contract Price among the various portions of which shall the Work and be attached to the application. Such application shall be notarized prepared in such form and supported by such data substantiating the Contractor’s right to payment substantiate its accuracy as the Owner or Architect may require. The Schedule of Values, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documents. .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. .2 Such applications may not include requests for payment of amounts the Contractor does not intend unless objected to pay to a” Subcontractor or material supplier because of a dispute or other reason. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by used as the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include applicable insurance, storage and transportation to the site basis for such materials and equipment stored off the site. The Owner will not make payment reviewing each Application for stored materials which are items Payment. 5.3 Within 14 days of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval receipt of the Owner. 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. With each Application for Payment, the Owner shall either issue its Certificate for Payment for such amount as the Architect and Owner shall determine is properly due or notify the Contractor in writing of the Owner’s reasons for withholding certification in whole or in part as provided in Paragraph 9.5.1 of the General Conditions. 5.4 The Owner shall submit pay the Contractor no later than thirty (30) days of receipt by the Owner of the Application for Payment that portion of the amount sought by the Application for Payment which the Owner determines in its sole discretion to be properly due, subject the Contractor’s compliance with the provisions of this Article and the other requirements of the Contract Documents, less a deduction of ten percent from the amount approved for payment by the Owner. 5.5 Subject to the other provisions of the Contract Documents, 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 make final payment to the Owner Contractor of all unpaid amounts of the Contract Price no later than thirty (30) days following the issuance of the Owner’s final Certificate for materials stored off the Project site in an amount not less than the total value thereof and shall provide the Owner with evidence of such insurancePayment.

Applications for Payment. 9.3.1 All 9.3.1. Contractor shall submit Applications for Payment to ▇▇▇▇ COUNTY electronically, at minimum, every thirty (30) days throughout the duration of the Project. Contractor electronically shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor shall submit attach to (he Architect an itemized its Application for Payment for operations completed in accordance with the schedule of values, a copy of which shall be attached to the application. Such application shall be notarized and supported by such all data substantiating the Contractor’s right to payment as the Owner ▇▇▇▇ COUNTY or Architect Design Consultant may require, such as copies of requisitions from Subcontractors and material supplierssuppliers reflecting retainage, and reflecting retainage if provided for elsewhere in the Contract Documents. .1 Such applications may include requests , and reflecting a deduction 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. .2 Such applications may Liquidated Damages, if applicable. Applications for Payment shall not include requests for payment for portions of amounts the Work which Contractor does not intend to pay to a” a Subcontractor or material supplier because of a dispute or other reasonsupplier, unless such Work has been performed by others whom Contractor intends to pay. 9.3.2. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site Site for subsequent incorporation in the WorkWork and verified by ▇▇▇▇ COUNTY. If approved in advance in writing by the Owner▇▇▇▇ COUNTY, payment similarly may similarly be made for materials and equipment suitably stored off the site Site at a location agreed upon in writingwriting and verified by ▇▇▇▇ COUNTY. Payment for materials and equipment stored on or off the site Site shall be conditioned upon compliance by the Contractor with procedures reasonably satisfactory to the Owner ▇▇▇▇ COUNTY to establish the Owner's ▇▇▇▇ COUNTY’s title to such materials and equipment or otherwise protect the Owner's ▇▇▇▇ COUNTY’s interest, and . Contractor solely shall include be responsible for payment of all costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Owner will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. 9.3.3. Contractor shall also comply with the following specific requirements: .1 The aggregate cost warrants that, upon submittal of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. 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. With each an Application for Payment, all Work for which payment previously has been received from ▇▇▇▇ COUNTY shall, to the best of Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Contractor, Subcontractors, material suppliers or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. CONTRACTOR SHALL INDEMNIFY AND HOLD ▇▇▇▇ COUNTY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTEREST OR ENCUMBRANCES FILED BY CONTRACTOR, SUBCONTRACTORS OR ANYONE CLAIMING BY, THROUGH OR UNDER CONTRACTOR OR SUBCONTRACTOR(S) FOR ITEMS COVERED BY PAYMENTS MADE BY ▇▇▇▇ COUNTY TO CONTRACTOR. 9.3.4. By submission of an Application for Payment, Contractor certifies that there are no known liens or bond claims outstanding as of the date of said Application for Payment, that 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 and, except for such bills not paid but so included, there is no known basis for the filing of any liens or bond claims relating to the Work and that releases from all Subcontractors and Contractor’s material men have been obtained in such form as to constitute an effective release of lien or claim under the laws of the State of Texas covering all Work theretofore performed and for which payment has been made by ▇▇▇▇ COUNTY to Contractor; provided if any of the foregoing is not true and cannot be certified, Contractor shall submit revise the certificate as appropriate and identify all exceptions 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 and shall provide the Owner with evidence of such insurancerequested certifications.

Applications for Payment. § 9.3.1 All Applications for Payment shall be submitted on AIA Documents G-702 and G-703. At least ten days before the date established for each progress payment, unless otherwise required by the Agreement, the Contractor Design-Builder shall submit to (he Architect the Owner an itemized Application for Payment for operations completed in accordance with portions of the schedule of values, a copy of which shall be attached to the applicationWork. Such The application shall be notarized notarized, if required, and supported by such data substantiating the ContractorDesign-Builder’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors the Architect, Consultants, Subcontractors, and material suppliers, and reflecting retainage if provided for elsewhere in the Contract Documentsshall reflect Five Percent (5%) retainage. .1 Such applications § 9.3.1.1 Applications for payment may include requests for payment on account of changes in the Work which have been properly authorized by Construction unilateral Change Directives but Orders or Force Account Work for the portion of such costs that are not yet included in Change Ordersdisputed by the Owner. .2 Such applications may § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of amounts the Contractor Work for which the Design-Builder does not intend to pay to a” Subcontractor or the Architect, Consultant, Subcontractor, material supplier because of a dispute supplier, or other reason. .3 (Intentionally Deleted)persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay, or are subject to backcharge or offset by the Design-Builder under the applicable contract agreement. § 9.3.2 Unless otherwise provided in the Contract Design-Build Documents, payments shall be made on account of for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment Payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor Design-Builder with procedures satisfactory to the Owner to establish the Owner's ’s title to such materials and equipment or otherwise protect the Owner's ’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. . § 9.3.3 The Owner Design-Builder warrants that title to all Work, including Instruments of Service, covered by an Application for Payment will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. Title to such materials shall be vested in the Owner, as evidenced by documentation satisfactory in form and substance pass to the Owner and no later than the Owner's Construction Lendertime of payment. The Design-Builder further warrants that, including, without limitation, recorded financing statements, UCC filings and UCC searches. With each upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Contractor shall submit Owner shall, to the Owner best of the Design-Builder’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Design- Builder, Architect, Consultants, Subcontractors, material suppliers, or other persons or entities entitled to make a written list identifying each location where claim by reason of having provided labor, materials are stored off the Project site and the value of materials at each location. The Contractor shall procure insurance satisfactory equipment relating to the Owner for materials stored off the Project site in an amount not less than the total value thereof and shall provide the Owner with evidence of such insuranceWork.

Applications for Payment. 9.3.1 All Applications for Payment § 12.2.1 The Contractor shall be submitted on AIA Documents G-702 submit a Schedule of Values to the Owner and G-703. At least ten days Architect before the date established first Application for Payment, allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect or the Owner may require. The Schedule of Values shall show each progress paymentmajor item of the Work and each subcontracted item of the Work as separate line items on a form acceptable to the Owner and the Architect. This Schedule of Values, unless otherwise objected to by the Architect or the Owner shall together with on-site observations by the Architect and substantiating data as required by the AgreementOwner and the Architect, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. § 12.2.2 The Contractor shall submit to (he the Architect an itemized Application for Payment for operations completed prepared in accordance with the schedule of values, a copy for completed portions of which shall be attached to the applicationWork. Such The application shall be notarized notarized, if required, and supported by such all data substantiating the Contractor’s right to payment as that the Owner or Architect may require, such as copies of requisitions requisitions, and releases and waivers of liens from Subcontractors and material suppliers, and reflecting shall reflect retainage if provided for elsewhere in the Contract Documents. .1 Such applications may include requests § 12.2.3 The Contractor warrants that title to all Work covered by an Application for payment on account Payment will pass to the Owner no later than the time of changes in the payment. The Contractor further warrants that upon submittal of an Application for Payment, all Work for which Certificates for Payment have been properly authorized by Construction Change Directives but not yet included in Change Orderspreviously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or other encumbrances adverse to the Owner’s interests. .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. .3 (Intentionally Deleted) 9.3.2 Unless otherwise provided in the Contract Documents, payments § 12.2.4 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the Project site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's ’s title to such materials and equipment or otherwise protect the Owner's ’s interest, and shall include the costs of applicable insurance, storage storage, and transportation to the site site, for such materials and equipment stored off the Project site. The Owner will not make payment for stored materials which are items of a commodity nature and are readily available through distribution channels. Contractor shall also comply with the following specific requirements: .1 The aggregate cost of materials stored off site shall not exceed Fifty Thousand Dollars ($50,000) at any time without written approval of the Owner. 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. 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 and shall provide the Owner with evidence of such insurance.