Common use of Completion Clause in Contracts

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Project Manager in writing that the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended usesubstantially complete, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). The issuance of a Certificate of Occupancy or Conditional Certificate of Occupancy for the Work shall be an express condition precedent to Contractor’s right to request that Design Professional issue a Certificate of Substantial Completion. The written notice from Construction Contractor referenced in the first sentence of this Subsection shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven (7) calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under the Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if the Contract involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this Section for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment, which Construction Contractor shall submit within one hundred twenty (120) days of the date of Substantial Completion. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Contractor, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , (3) all close-out documentation and information required by the Contract Documents to be provided by Construction Contractor prior to its entitlement to final payment, and (4) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfiedsatisfied that Final Completion has been achieved, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 A. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor shall notify Project Manager the County in writing that the entire Work (or such designated portion) is substantially completecomplete and request that County issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Owner, the Contractor and Design Professional County shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, County does not consider the Work (or designated portion) substantially complete, Project Manager County shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, County considers the Work (or designated portion) substantially complete, Project Manager County shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list punchlist of items to be completed or corrected by Contractor before final payment. Owner The County shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipmentpunchlist. 20.2 B. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional County will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County may have issued its his recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payableandpayable.

Completion. 20.1 19.1. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor Design-Build Firm shall notify Project Manager the County and County’s Representative in writing that the entire Work (or such designated portion) is substantially completeSubstantially Complete and request that County’s Representative issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor Design-Build Firm and Design Professional County’s Representative shall make perform an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County’s Representative do not consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall notify Contractor Design-Build Firm in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County’s Representative consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall prepare and deliver to Contractor Design-Build Firm a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Design-Build Firm before final payment. Owner The County shall have the right to exclude Contractor Design-Build Firm from the Work and Project site Site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor Design-Build Firm reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss, injury, or destruction of the Project Manager, and Work performed thereon shall coordinate with be on the Contractor Design-Build Firm until the return Certificate of any surplus assets, including materials, supplies, Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. Title to the Project and equipmentWork shall pass to the County when the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. 20.2 19.2. Upon receipt of written certification by Contractor Design-Build Firm that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final application for payment, Project Manager and Design Professional County’s Representative will make such inspection and, if they find he/she finds the Work acceptable and fully performed under the Contract Documents Documents, he/she shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his/her observations and inspections, and the ContractorDesign-Build Firm's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Design-Build Firm is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor Design-Build Firm submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (2) consent of Surety to final payment, (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County, and (4) all required as- builts, Shop Drawings, and other submittals. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County’s Representative may have issued its his/her recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. 19.3. Prior to final payment, the County’s Representative may request the Design-Build Firm to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Design-Build Firm agrees, he will certify to the County’s Representative that said part of the Project is Substantially Complete and request the County’s Representative to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) days thereafter, the County’s Representative and the Design-Build Firm will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County’s Representative will deliver to the Design-Build Firm a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Design-Build Firm for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Design-Build Firm from any part of the Project which is so certified to be Substantially Complete but the County will allow the Design-Build Firm reasonable access to complete or correct items on the punch list.

Completion. 20.1 18.1. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor Design-Build Firm shall notify Project Manager the County and County’s Representative in writing that the entire Work (or such designated portion) is substantially completeSubstantially Complete and request that County’s Representative issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor Design-Build Firm and Design Professional County’s Representative shall make perform an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County’s Representative do not consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall notify Contractor Design-Build Firm in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County’s Representative consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall prepare and deliver to Contractor Design-Build Firm a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Design-Build Firm before final payment. Owner The County shall have the right to exclude Contractor Design-Build Firm from the Work and Project site Site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor Design-Build Firm reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss, injury, or destruction of the Project Manager, and Work performed thereon shall coordinate with be on the Contractor Design-Build Firm until the return Certificate of any surplus assets, including materials, supplies, Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. Title to the Project and equipmentWork shall pass to the County when the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. 20.2 18.2. Upon receipt of written certification by Contractor Design-Build Firm that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final application for payment, Project Manager and Design Professional County’s Representative will make such inspection and, if they find he/she finds the Work acceptable and fully performed under the Contract Documents Documents, he/she shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his/her observations and inspections, and the ContractorDesign-Build Firm's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Design-Build Firm is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor Design-Build Firm submits: : (1) Receipt consent of Contractor’s Final Application for Payment. Surety to final payment, (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County, and (3) all required as-builts, Shop Drawings, and other submittals. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County’s Representative may have issued its his/her recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. 18.3. Prior to final payment, the County’s Representative may request the Design-Build Firm to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Design-Build Firm agrees, he will certify to the County’s Representative that said part of the Project is Substantially Complete and request the County’s Representative to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) days thereafter, the County’s Representative and the Design-Build Firm will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County’s Representative will deliver to the Design-Build Firm a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Design-Build Firm for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Design-Build Firm from any part of the Project which is so certified to be Substantially Complete but the County will allow the Design-Build Firm reasonable access to complete or correct items on the punch list. 18.4. Upon Final Completion of the Project, the County’s project manager shall prepare a Design-Build Firm Performance Evaluation and forward it to the Design-Build Firm for review, comment and signature. 18.5. Upon receipt of the Design-Build Firm Performance Evaluation, the Design- Build Firm has seven (7) days to review, comment, sign and return the form to the County. If the evaluation has not been received back from the Design-Build Firm within the allotted days, the County will assume the Design-Build Firm fully agrees with and has no comments with respect to the evaluation. The evaluation will then be placed on file with the County’s Department of Procurement Management.

Completion. 20.1 18.1. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor Design-Build Firm shall notify Project Manager the County and County’s Representative in writing that the entire Work (or such designated portion) is substantially completeSubstantially Complete and request that County’s Representative issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor Design-Build Firm and Design Professional County’s Representative shall make perform an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County’s Representative do not consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall notify Contractor Design-Build Firm in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County’s Representative consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall prepare and deliver to Contractor Design-Build Firm a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Design-Build Firm before final payment. Owner The County shall have the right to exclude Contractor Design-Build Firm from the Work and Project site Site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor Design-Build Firm reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss, injury, or destruction of the Project Manager, and Work performed thereon shall coordinate with be on the Contractor Design-Build Firm until the return Certificate of any surplus assets, including materials, supplies, Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. Title to the Project and equipmentWork shall pass to the County when the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. 20.2 18.2. Upon receipt of written certification by Contractor Design-Build Firm that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final application for payment, Project Manager and Design Professional County’s Representative will make such inspection and, if they find he/she finds the Work acceptable and fully performed under the Contract Documents Documents, he/she shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his/her observations and inspections, and the ContractorDesign-Build Firm's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Design-Build Firm is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor Design-Build Firm submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (2) consent of Surety to final payment, (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County, and (4) all required as- builts, Shop Drawings, and other submittals. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County’s Representative may have issued its his/her recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. 18.3. Prior to final payment, the County’s Representative may request the Design-Build Firm to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Design-Build Firm agrees, he will certify to the County’s Representative that said part of the Project is Substantially Complete and request the County’s Representative to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) days thereafter, the County’s Representative and the Design-Build Firm will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County’s Representative will deliver to the Design-Build Firm a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Design-Build Firm for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Design-Build Firm from any part of the Project which is so certified to be Substantially Complete but the County will allow the Design-Build Firm reasonable access to complete or correct items on the punch list. 18.4. Upon Final Completion of the Project, the County’s project manager shall prepare a Design-Build Firm Performance Evaluation and forward it to the Design-Build Firm for review, comment and signature. 18.5. Upon receipt of the Design-Build Firm Performance Evaluation, the Design- Build Firm has seven (7) days to review, comment, sign and return the form to the County. If the evaluation has not been received back from the Design-Build Firm within the allotted days, the County will assume the Design-Build Firm fully agrees with and has no comments with respect to the evaluation. The evaluation will then be placed on file with the County’s Department of Procurement Management.

Completion. 20.1 When Upon the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Project Manager in writing that the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection completion of the Work (or designated portion thereof) to determine the status of completion. If Ownerdesign, after conferring with the Design Professionaldevelopment, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare construction and deliver to Contractor a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completionother activities, but Owner shall allow Contractor reasonable access prior to complete or correct items on seeking completion certificate from Licensor, in relation to the tentative punch-list. The Project ManagerProject, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documentsthis Agreement, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerrequired to bring the Project into commercial operation, the Licensee shall intimate PMC in writing, together with all Applicable Permits required for the purposes of commencement of commercial operations ("Completion Notice"). Owner reserves The PMC shall, within 15 (fifteen) Business Days of the right to receipt of the Completion Notice, inspect the Work Project to ascertain its compliance with Applicable Laws and make an independent determination as the terms of this Agreement including but not limited to Schedule B, C, and D. In the event that the Project complies with this Agreement including but not limited to Schedule B, C, D, the PMC shall submit a compliance report to the Work's acceptabilityLicensor for information. The Licensor may, even though if required, conduct a joint inspection of the Design Professional Project Asset with the PMC. On finding the aforesaid report satisfactory, the Licensor shall direct the PMC to issue a notice to the Licensee (the "Commencement Notice"). If the Project does not comply with the Applicable Laws and/or this Agreement including but not limited to Schedule B, C & D, the PMC shall share a copy of a non-compliance report to the Licensor and Licensee for information, indicating the deviations and requiring the Licensee to make such alterations to the Project as would be required to ensure its conformity. Upon receipt of report, the Licensor may, if required, conduct a joint inspection with PMC. The Licensor on finding the aforesaid report correct, shall direct the PMC to issue a notic to the Licensee, to make such alterations to the Project to ensure its conformity with the Applicable Laws and/or this Agreement including but not limited to Schedule B, C & D ("Cure Notice"). 1. Upon receipt of a Commencement Notice from PMC and any other Applicable Permits, the Licensee may commence commercial operation of the Project (the “COD or Commercial Operation Date”). The PMC shall issue either the Commencement Notice or the Cure Notice within fifteen (15) days of the inspection of the Project, pursuant to the receipt of the Completion Notice. If PMC fails to issue either a Commencement Notice or a Cure Notice within the aforesaid period, PMC shall be deemed to have issued its recommendationsgranted a Commencement Notice in respect of the Project. Unless The Licensee guarantees that the Project Completion shall be achieved in accordance with the Project Completion Schedule set forth in Schedule H and until other provisions of this Agreement on a date not later than 365 (Three Hundred and Sixty Five) days from the Owner Appointed Date (the “Scheduled Project Completion Date”). If the COD is completely satisfiednot achieved prior to the 31st day from the Scheduled Completion Date for any reason other than conditions constituting Force Majeure or for reasons attributable to Licensor or any Governmental Agency, neither the final payment nor Licensee shall pay to Licensor as daily Damages for delay in the retainage achievement of the COD, an amount calculated at the rate of 0.1% (point one per cent) of the Total Project Cost per week or part thereof. In the event that the COD is not achieved within 90 (ninety days) days of the Scheduled Completion Date, unless the delay is on account of reasons attributable to the Licensor or due to Force Majeure, the Licensor shall become be entitled to terminate this Agreement. Licensor shall not be responsible for any loss of business, profit, goodwill or any other loss caused to the Licensee due and payableto a delay in the commencement of commercial operations of the Project Asset on account of issue of a Cure Notice by PMC.

Completion. 20.1 A. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor shall notify Project Manager the Engineer in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Engineer issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Owner, the Contractor and Design Professional Engineer shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, Engineer does not consider the Work (or designated portion) substantially complete, Project Manager Engineer shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, Engineer considers the Work (or designated portion) substantially complete, Project Manager Engineer shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list punchlist of items to be completed or corrected by Contractor before final payment. Owner The County shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipmentpunchlist. 20.2 B. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional Engineer will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional Engineer may have issued its his recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Construction Contractor shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under this Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.;

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Construction Contractor shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under this Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Contractor, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 6.1 Substantial Completion is the stage in the progress of the Work when, in Owner’s opinion, the Work or a designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. 6.2 When the entire Work (Design-Builder considers that the whole Work, or any a portion thereof designated in writing the Contract Documents for separate completion, is substantially complete and the premises comply with Paragraph 3.4.4 and the prerequisites to Substantial Completion in General Requirements Section 01700 – PROJECT CLOSEOUT are satisfied, the Design-Builder will submit to the Owner: (1) the permits and certificates referred to in Paragraph 18.5 and (2) the Design-Builder’s request for inspection by the Owner) is ready . 6.3 Upon receipt of the Design-Builder’s request for its intended useinspection, Contractor shall notify Project Manager in writing that the entire Owner will perform an inspection to determine whether the Work (or such designated portion) portion thereof is substantially complete. Within a reasonable time thereafter, If the Owner, Contractor and Design Professional shall make an ’s inspection discloses any item which is not in accordance with the requirements of the Work (or designated portion thereof) to determine Contract Documents, the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall Design-Builder will then prepare and deliver submit to Contractor the Owner a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-comprehensive list of items to be completed or and/or corrected by Contractor before final paymentincluding all close out documentation included in General Requirements Section 01700 – PROJECT CLOSEOUT. The Owner shall have will inform the right Design-Builder of the items on the list which must be completed prior to exclude Contractor from the Work being considered substantially complete and Project site (the Design-Builder will proceed promptly to complete such items. The Design-Builder will then submit a request for another inspection by the Owner to determine Substantial Completion. Repeat inspections, if necessary, will be performed prior to issuance of the Certificate of Substantial Completion by the Owner. 6.4 All Work items or designated portion thereof) Contract requirements which remain incomplete/unsatisfied at the Date of Substantial Completion will become part of the Final Acceptance punch list. For Projects with a value under $10 million, within 30 days after the date of Substantial Completion, but the Owner shall allow Contractor reasonable access will develop the Final Acceptance punch list and will provide it to the Design-Builder within five days after its completion. The Design-Builder will be allowed a minimum of 30 days after delivery of the Final Acceptance punch list to complete or correct the items listed on the Final Acceptance punch list. However, for Projects with a value over $10 million, within 60 days after Substantial Completion, the Owner will develop the Final Acceptance punch list and will provide it to the Design- Builder within five days after its completion. The Design-Builder will be allowed a minimum of 30 days after delivery of the Final Acceptance punch list to complete the items listed on the Final Acceptance punch list. The Owner will establish in the Final Acceptance punch list the maximum period of time within which all items on the tentative punchlist must be completed by the Design-list. The Project ManagerBuilder. 6.5 In accordance with all other terms and conditions of this Contract, shall coordinate and to the maximum extent allowed under applicable law, after Substantial Completion of the whole Work, the Owner may, at the Owner’s discretion and with the Contractor consent of the return Design-Builder’s Surety, approve an application for payment from which will be retained an amount not less than twice the Contract value or twice the estimated cost, whichever is greater, of any surplus assets, including materials, supplies, and equipmentthe Work remaining to be done. 20.2 6.6 Upon receipt completion of all items on the Final Acceptance punch list, the Design-Builder will submit a written certification by Contractor notice that the whole Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional . The Owner will promptly make such inspection and, if they find inspection. When the Owner finds the Work acceptable under this Contract fully performed, the Owner will promptly issue the Letter of Final Completion and fully performed under Acceptance indicating the Contract Documents shall promptly approve paymentdate and stating that to the best of the Owner’s knowledge, recommending thatinformation and belief, and on the basis of their the Owner’s observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents. 6.7 Upon receipt of the Letter of Final Completion and Acceptance, that the Design-Builder may submit an application for payment for all remaining retainage withheld by Owner. If a good-faith dispute exists as to whether one or more items identified on the punch list have been completed pursuant to this Contract, the Owner may continue to withhold an amount not to exceed 150% of the total costs to complete such disputed items. 6.8 Neither partial, entire balance found use nor occupancy of the Project by the Owner will constitute an acceptance of Work not in accordance with the Contract Documents. 6.9 The Owner or separate contractors may occupy or use any completed or partially completed portion of the Work at any stage. Such partial occupancy or use may commence whether or not the portion is substantially complete. The Owner and Design-Builder will jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 6.10 The Owner may deduct from the balance due Contractor is due and payable. the Design-Builder under the provisions of the Contract Documents any liquidated damages which may have accrued. 6.11 Neither the final payment nor amounts retained, if any, will be paid until the retainage shall become due and payable until Contractor submits: Design- Builder submits to the Owner (1) Receipt of Contractor’s Final Application an affidavit that all payrolls, bills for Payment. materials and equipment and other indebtedness connected with the Work (less amounts withheld by the Owner) have been paid or otherwise satisfied; (2) The Release a certificate and/or endorsements as applicable evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and Affidavit in will not be canceled or allowed to expire until at least 30 days prior written notice has been given to the form attached as Exhibit C. Owner; (3) Consent a sworn statement that the Design-Builder knows of surety no substantial reason that the insurance will not be renewable to final payment. cover the period required by the Contract Documents; (4) Receipt consent of the surety, if any, to final payment check list. and (5) If if required by the Owner, other data documentation establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract Documentsthis Contract, to the extent and in such form as may be designated by the Owner. The receipt of the aforementioned documentation shall be a material inducement for final payment. 6.12 The Design-Builder will furnish releases or waivers as may be required to satisfy the Owner reserves that there are no outstanding claims or liens. To the right maximum extent permitted by Florida Law, the Owner may require the Design-Builder, at the Design- Builder’s expense, to inspect the Work and make an independent determination as furnish a bond satisfactory to the Work's acceptabilityOwner to indemnify the Owner, even though its board members, officers, employees, agents, servants and volunteers against any such claims or liens and the Design Professional may have issued its recommendationsattorney’s fees and legal costs that could be incurred defending against such claims or liens. Unless This obligation to furnish a bond will be construed separately and until independently. It is the Owner parties mutual intent that if this clause is completely satisfiedfound to be in conflict with applicable law, neither the clause will be considered modified by such law to the extent necessary to remedy the conflict. Upon satisfactory Final Completion and Acceptance of the whole Work required by the Contract Documents, the Design-Builder will make application for final payment nor in the retainage shall become due and payablesame format as progress payments.

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by Ownerthe City) is ready for its intended use, Contractor shall notify Project Manager the Engineer in writing that the entire Work (or such designated portion) is substantially completecomplete and request that the Engineer issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe City, Contractor and Design Professional Engineer shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does City and Engineer do not consider the Work (or designated portion) substantially complete, Project Manager the Engineer shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers City and Engineer consider the Work (or designated portion) substantially complete, Project Manager the Engineer shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list punchlist of items to be completed or corrected by Contractor before final payment. Owner The City shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the City shall allow Contractor reasonable access to complete or correct items on the tentative punch-listpunchlist. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional the Engineer will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspectionsinspection, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other : all data establishing payment or satisfaction of all al obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe City. Owner The City reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional Engineer may have issued its his recommendations. Unless and until the Owner City is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended usesubstantially complete, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). The issuance of a Certificate of Occupancy or Conditional Certificate of Occupancy for the Work shall be an express condition precedent to Contractor’s right to request that Design Professional issue a Certificate of Substantial Completion. The written notice from Construction Contractor referenced in the first sentence of this Subsection shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) actually to be achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven (7) calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under the Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if the Contract involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this Section for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment, which Construction Contractor shall submit within one hundred twenty (120) days of the date of Substantial Completion. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Contractor, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , (3) all close-out documentation and information required by the Contract Documents to be provided by Construction Contractor prior to its entitlement to final payment, and (4) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfiedsatisfied that Final Completion has been achieved, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended usesubstantially complete, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). The issuance of a Certificate of Occupancy or Conditional Certificate of Occupancy for the Work shall be an express condition precedent to Contractor’s right to request that Design Professional issue a Certificate of Substantial Completion. The written notice from Construction Contractor referenced in the first sentence of this Paragraph shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven (7) calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under the Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if the Contract involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this Section for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment, which Construction Contractor shall submit within one hundred twenty (120) days of the date of Substantial Completion. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Contractor, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , (3) all close-out documentation and information required by the Contract Documents to be provided by Construction Contractor prior to its entitlement to final payment, and (4) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfiedsatisfied that final completion has been achieved, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 6.1 Substantial Completion is the stage in the progress of the Work when, in Owner’s opinion, the Work or a designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. 6.2 When the entire Work (Design-Builder considers that the whole Work, or any a portion thereof designated in writing by Owner) the Contract Documents for separate completion, is ready for its intended usecomplete, Contractor the Design-Builder shall notify Project Manager the Owner in writing of the completion of the portion or the whole of the construction; and for all design work that originally required certification by a Professional Engineer, this notification shall contain an Engineer’s Certification of Compliance, signed and sealed by a Professional Engineer, the form of which is attached to the FDOT Public Transportation Grant Agreement. The certification shall state that work has been completed in compliance with the Project construction plans and specifications. If any deviations are found from the approved plans or specifications, the certification shall include a list of all deviations along with an explanation that justifies the reason to accept each deviation. 6.3 When the Design-Builder considers that the entire whole Work, or a portion thereof designated in the Contract Documents for separate completion, is substantially complete and the premises comply with Paragraph 3.4.4 and the prerequisites to Substantial Completion in General Requirements Section 01700 – PROJECT CLOSEOUT are satisfied, the Design-Builder will submit to the Owner: (1) the permits and certificates referred to in Paragraph 18.5 and (2) the Design-Builder’s request for inspection by the Owner. 6.4 Upon receipt of the Design-Builder’s request for inspection, the Owner will perform an inspection to determine whether the Work (or such designated portion) portion thereof is substantially complete. Within a reasonable time thereafter, If the Owner, Contractor and Design Professional shall make an ’s inspection discloses any item which is not in accordance with the requirements of the Work (or designated portion thereof) to determine Contract Documents, the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall Design-Builder will then prepare and deliver submit to Contractor the Owner a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-comprehensive list of items to be completed or and/or corrected by Contractor before final paymentincluding all close out documentation included in General Requirements Section 01700 – PROJECT CLOSEOUT. The Owner shall have will inform the right Design-Builder of the items on the list which must be completed prior to exclude Contractor from the Work being considered substantially complete and Project site (the Design-Builder will proceed promptly to complete such items. The Design-Builder will then submit a request for another inspection by the Owner to determine Substantial Completion. Repeat inspections, if necessary, will be performed prior to issuance of the Certificate of Substantial Completion by the Owner. 6.5 All Work items or designated portion thereof) Contract requirements which remain incomplete/unsatisfied at the Date of Substantial Completion will become part of the Final Acceptance punch list. For Projects with a value under $10 million, within 30 days after the date of Substantial Completion, but the Owner shall allow Contractor reasonable access will develop the Final Acceptance punch list and will provide it to the Design-Builder within five days after its completion. The Design-Builder will be allowed a minimum of 30 days after delivery of the Final Acceptance punch list to complete or correct the items listed on the Final Acceptance punch list. However, for Projects with a value over $10 million, within 60 days after Substantial Completion, the Owner will develop the Final Acceptance punch list and will provide it to the Design- Builder within five days after its completion. The Design-Builder will be allowed a minimum of 30 days after delivery of the Final Acceptance punch list to complete the items listed on the Final Acceptance punch list. The Owner will establish in the Final Acceptance punch list the maximum period of time within which all items on the tentative punchlist must be completed by the Design-list. The Project ManagerBuilder. 6.6 In accordance with all other terms and conditions of this Contract, shall coordinate and to the maximum extent allowed under applicable law, after Substantial Completion of the whole Work, the Owner may, at the Owner’s discretion and with the Contractor consent of the return Design-Builder’s Surety, approve an application for payment from which will be retained an amount not less than twice the Contract value or twice the estimated cost, whichever is greater, of any surplus assets, including materials, supplies, and equipmentthe Work remaining to be done. 20.2 6.7 Upon receipt completion of all items on the Final Acceptance punch list, the Design-Builder will submit a written certification by Contractor notice that the whole Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional . The Owner will promptly make such inspection and, if they find inspection. When the Owner finds the Work acceptable under this Contract fully performed, the Owner will promptly issue the Letter of Final Completion and fully performed under Acceptance indicating the Contract Documents shall promptly approve paymentdate and stating that to the best of the Owner’s knowledge, recommending thatinformation and belief, and on the basis of their the Owner’s observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents. 6.8 Upon receipt of the Letter of Final Completion and Acceptance, that the Design-Builder may submit an application for payment for all remaining retainage withheld by Owner. If a good-faith dispute exists as to whether one or more items identified on the punch list have been completed pursuant to this Contract, the Owner may continue to withhold an amount not to exceed 150% of the total costs to complete such disputed items. 6.9 Neither partial, entire balance found use nor occupancy of the Project by the Owner will constitute an acceptance of Work not in accordance with the Contract Documents. 6.10 The Owner or separate contractors may occupy or use any completed or partially completed portion of the Work at any stage. Such partial occupancy or use may commence whether or not the portion is substantially complete. The Owner and Design-Builder will jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. 6.11 The Owner may deduct from the balance due Contractor is due and payable. the Design-Builder under the provisions of the Contract Documents any liquidated damages which may have accrued. 6.12 Neither the final payment nor amounts retained, if any, will be paid until the retainage shall become due and payable until Contractor submits: Design- Builder submits to the Owner (1) Receipt of Contractor’s Final Application an affidavit that all payrolls, bills for Payment. materials and equipment and other indebtedness connected with the Work (less amounts withheld by the Owner) have been paid or otherwise satisfied; (2) The Release a certificate and/or endorsements as applicable evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and Affidavit in will not be canceled or allowed to expire until at least 30 days prior written notice has been given to the form attached as Exhibit C. Owner; (3) Consent a sworn statement that the Design-Builder knows of surety no substantial reason that the insurance will not be renewable to final payment. cover the period required by the Contract Documents; (4) Receipt consent of the surety, if any, to final payment check list. and (5) If if required by the Owner, other data documentation establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract Documentsthis Contract, to the extent and in such form as may be designated by the Owner. The receipt of the aforementioned documentation shall be a material inducement for final payment. 6.13 The Design-Builder will furnish releases or waivers as may be required to satisfy the Owner reserves that there are no outstanding claims or liens. To the right maximum extent permitted by Florida Law, the Owner may require the Design-Builder, at the Design- Builder’s expense, to inspect the Work and make an independent determination as furnish a bond satisfactory to the Work's acceptabilityOwner to indemnify the Owner, even though its board members, officers, employees, agents, servants and volunteers against any such claims or liens and the Design Professional may have issued its recommendationsattorney’s fees and legal costs that could be incurred defending against such claims or liens. Unless This obligation to furnish a bond will be construed separately and until independently. It is the Owner parties mutual intent that if this clause is completely satisfiedfound to be in conflict with applicable law, neither the clause will be considered modified by such law to the extent necessary to remedy the conflict. Upon satisfactory Final Completion and Acceptance of the whole Work required by the Contract Documents, the Design-Builder will make application for final payment nor in the retainage shall become due and payablesame format as progress payments.

Completion. 20.1 20.1. When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Completion (substantial or final Certificate of Completion). Within a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Contractor a Certificate of Substantial Completion (substantial or final Certificate of Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list punchlist of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipmentpunchlist. 20.2 20.2. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C.D. (32) Consent of surety to final payment. (4) Receipt of the final payment check list. (53) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its his recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended usesubstantially complete, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Construction Contractor shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven (7) calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under this Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this Paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.;

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended usesubstantially complete, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). The issuance of a Certificate of Occupancy or Conditional Certificate of Occupancy for the Work shall be an express condition precedent to Contractor’s right to request that Design Professional issue a Certificate of Substantial Completion. The written notice from Construction Contractor referenced in the first sentence of this Subsection shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of inspect the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) actually to be achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws, and shall be provided to Construction Contractor within 14 days of the date of Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under the Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if the Contract involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this Section for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment, which Construction Contractor shall submit within one hundred twenty (120) days of the date of Substantial Completion. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Contractor, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , (3) all close-out documentation and information required by the Contract Documents to be provided by Construction Contractor prior to its entitlement to final payment, and (4) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfiedsatisfied that Final Completion has been achieved, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 A. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor shall notify Project Manager the County and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the County and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the County and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list punchlist of items to be completed or corrected by Contractor before final payment. Owner The County shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss for the Project Manager, and the Work performed thereon shall coordinate with not pass to the Contractor County until the return Certificate of any surplus assets, including materials, supplies, and equipmentSubstantial Completion (or Partial Substantial Completion) is approved by the Design Professional. 20.2 Upon B. Within fourteen (14) calendar days of receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (32) Consent consent of surety to final payment. , (3) all required As-Builts, shop drawings and other submittals; and (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its his recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. C. Prior to final payment, the Design Professional may request the Contractor to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Contractor agrees, he will certify to the Design Professional that said part of the Project is Substantially Complete and request the Design Professional to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) calendar days thereafter, the Design Professional and the Contractor will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the Design Professional will deliver to the Contractor a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Contractor for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Contractor from any part of the Project, which is so certified to be Substantially Complete, but the County will allow the Contractor reasonable access to complete or correct items on the punch list.

Completion. 20.1 A. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor shall notify Project Manager the County and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the County and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the County and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list punchlist of items to be completed or corrected by Contractor before final payment. Owner The County shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipmentpunchlist. 20.2 B. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its his recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor Construction Manager shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Construction Manager shall include a proposed punch list of all items of Work to be completed or corrected by Construction Manager. Within a reasonable time thereafter, Owner, Contractor Construction Manager and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Contractor Construction Manager in writing giving the reasons thereforetherefor. In such case, Construction Manager shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Contractor Construction Manager a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Manager and include a tentative punch-final punch list of items to be completed or corrected by Contractor Construction Manager before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Manager within seven calendar days after Construction Manager has achieved Substantial Completion. Construction Manager acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Manager to complete all the Work required under this Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Contractor Construction Manager from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Contractor Construction Manager reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Manager believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Manager shall deliver to Owner a written certification by Contractor affidavit from Construction Manager certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Manager at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Manager has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Manager, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Manager’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Contractor Construction Manager submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, along with waivers and releases of lien/claims against bonds from all subcontractors and suppliers, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 A. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor shall notify the County and Project Manager in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Project Manager issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafterfourteen (14) days of Contractor’s notification , Ownerthe County, Contractor and Design Professional Project Manager shall make an inspection of the Work (or designated portion thereof) to determine the status of completioncompletion pursuant to the Acceptance Tests described in the SOW. If Owner, after conferring with the Design Professional, does County and Project Manager do not consider the Work (or designated portion) substantially complete, the Project Manager shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and Project Manager consider the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor before final payment. Owner The County shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow provide Contractor reasonable and timely access to complete or correct items on the tentative punch-punch list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon B. Within fourteen (14) days of receipt of written certification by Contractor that the Work is completed in accordance with the Contract Agreement Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional will make such inspection and, if they find it finds the Work acceptable and fully performed under the Contract Documents Agreement Documents, it shall promptly approve paymentissue a final payment approval, recommending that, on the basis of their its observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Agreement Documents, including the Acceptance Tests, and that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner County reserves the right to inspect the Work and make an independent determination as to the Work's acceptabilityacceptability contemporaneous with the Project Manager’s recommendations; all in accordance with the terms and conditions of the Agreement Documents, even though including the Design Professional Acceptance Tests. C. Prior to final payment, the Project Manager may have issued request the Contractor to permit the use of a specified part of the System which the County believes it may use without significant interference with construction or installation of the other parts of the System. If the Contractor agrees, it will certify to the Project Manager that said part of the System is Substantially Complete and request the Project Manager to issue a Certificate of Substantial Completion for that part of the System. Within fourteen (14) days thereafter, the Project Manager and the Contractor will make an inspection of that part of the System to determine its recommendationsstatus of completion. Unless If the County considers that part of the Project to be Substantially Complete, the Project Manager will deliver to the Contractor a certificate to that effect, fixing the date of Substantial Completion as to that part of the System, and until listing the Owner is completely satisfied, neither the punch list of items to be completed or corrected before final payment nor and fixing the retainage responsibility between the County and the Contractor for maintenance and utilities as to that part of the System. The County will allow the Contractor reasonable access to complete or correct items on the punch list. D. Risk of loss for the System Infrastructure and End User Equipment shall become due pass to the County upon Contractor’s delivery and payable.County’s receipt and acceptance of same. Contractor shall provide to the County a complete inventory of all System Infrastructure and End User Equipment delivered at the time of each delivery. Notwithstanding the foregoing, Contractor shall remain responsible for loss or damage resulting

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) as to any particular Project is ready for its intended use, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire such Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) for such Work. Said written notice from Construction Contractor shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the subject Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with Owner and Design Professional consider the Design Professional, considers the subject Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment for such Work. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under this Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and the subject Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of Work as to any surplus assetsparticular Work Authorization, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all such Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Contractor, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 When (a) Borrower has received extensions from Franchisor for the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Project Manager in writing that the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereafter, Owner, Contractor Commencement and Design Professional shall make an inspection Completion of the PIP Work (or designated portion thereof) to determine the status and, as of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion which shall fix the date hereof, Borrower has not received any notice from Franchisor which would require Borrower to Commence or Complete any items of Substantial Completion for the entire PIP Work (or designated portion thereof) and include a tentative punch-list of items by any specific dates. Borrower shall cause the PIP Work to be completed or corrected by Contractor before final payment. Owner Commenced no later than the date Franchisor requires any item of the PIP Work to be Commenced as set forth in any written notice from Franchisor, if any (and prior to Commencement of the PIP Work, all of the PIP Work Conditions shall have been satisfied). Once the right PIP Work has been Commenced, Borrower shall cause the PIP Work to exclude Contractor from the Work be prosecuted and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, Completed in a good and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed workmanlike manner in accordance with the Contract Documents PIP Work Budget, applicable plans and is ready for final inspection specifications and acceptance, Project Manager in compliance with all Legal Requirements (including landmarks and Design Professional will make such inspection and, if they find the Work acceptable zoning laws and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations all applicable administrative ordinance and inspections, code requirements) and the Contractor's certification that the Work has been completed in accordance with the terms and conditions provisions of the Contract DocumentsFranchise Agreement and the PIP, that by the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for PaymentCompletion Date. (2b) The Release Borrower shall cause any Elective CapEx Work actually Commenced to be prosecuted and Affidavit Completed in a good and workmanlike manner in accordance with the form attached as Exhibit C. Elective CapEx Work Budget, applicable plans and specifications and in compliance with all Legal Requirements (3including landmarks and zoning laws and all applicable administrative ordinance and code requirements) Consent of surety to final payment. (4) Receipt and in accordance with the terms and provisions of the final payment check list. (5) If required by OwnerFranchise Agreement, other data establishing payment or satisfaction of if applicable. Notwithstanding anything to the contrary contained herein, Borrower shall not Commence any Elective CapEx Work unless and until all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Elective CapEx Work and make an independent determination as to the Work's acceptability, even though the Design Professional may Conditions have issued its recommendations. Unless and until the Owner is completely been satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 A. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor shall notify Project Manager the County and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the County and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the County and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor before final payment, including the cost to complete each item on the list, including the cost to complete each item on the tentative punch list. Owner The County shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss for the Project Manager, and the Work performed thereon shall coordinate with not pass to the Contractor County until the return Certificate of any surplus assets, including materials, supplies, and equipmentSubstantial Completion (or Partial Substantial Completion) is approved by the Design Professional. 20.2 Upon B. Within fourteen (14) calendar days of receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the remaining retainage shall become due and payable until Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (32) Consent consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.,

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor Design Builder shall notify Project Manager Owner in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Owner issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Design Builder shall include a proposed punch list of all items of Work to be completed or corrected by Design Builder. Within a reasonable time thereafter, Owner, Contractor Owner and Design Professional Builder shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, Owner does not consider the Work (or designated portion) substantially complete, Project Manager Owner shall notify Contractor Design Builder in writing giving the reasons thereforetherefor. In such case, Design Builder shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Design Professional, Owner considers the Work (or designated portion) substantially complete, Project Manager Owner shall prepare and deliver to Contractor Design Builder a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Design Builder and include a tentative punch-final punch list of items to be completed or corrected by Contractor Design Builder before final payment for such Work. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Owner shall provide the final punch list to Design Builder within seven calendar days after Design Builder has achieved Substantial Completion. Design Builder acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Design Builder to complete all the Work required under this Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Contractor Design Builder from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Contractor Design Builder reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with When Design builder believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Design Builder shall deliver to Owner a written certification by Contractor affidavit from Design Builder certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Design Builder at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptanceacceptance by Owner. If Owner determines Design Builder has completed the entire Work, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents Owner shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.;

Completion. 20.1 19.1. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor Design-Build Firm shall notify Project Manager the County and County’s Representative in writing that the entire Work (or such designated portion) is substantially completeSubstantially Complete and request that County’s Representative issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor Design-Build Firm and Design Professional County’s Representative shall make perform an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County’s Representative do not consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall notify Contractor Design-Build Firm in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County’s Representative consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall prepare and deliver to Contractor Design-Build Firm a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Design-Build Firm before final payment. Owner The County shall have the right to exclude Contractor Design-Build Firm from the Work and Project site Site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor Design-Build Firm reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss, injury, or destruction of the Project Manager, and Work performed thereon shall coordinate with be on the Contractor Design-Build Firm until the return Certificate of any surplus assets, including materials, supplies, Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. Title to the Project and equipmentWork shall pass to the County when the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. 20.2 19.2. Upon receipt of written certification by Contractor Design-Build Firm that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final application for payment, Project Manager and Design Professional County’s Representative will make such inspection and, if they find he/she finds the Work acceptable and fully performed under the Contract Documents Documents, he/she shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his/her observations and inspections, and the ContractorDesign-Build Firm's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Design-Build Firm is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor Design-Build Firm submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (2) consent of Surety to final payment, (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligationsobligation s, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County, and (4) all required as- builts, Shop Drawings, and other submittals. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County’s Representative may have issued its his/her recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. 19.3. Prior to final payment, the County’s Representative may request the Design-Build Firm to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Design-Build Firm agrees, he will certify to the County’s Representative that said part of the Project is Substantially Complete and request the County’s Representative to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) days thereafter, the County’s Representative and the Design-Build Firm will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County’s Representative will deliver to the Design-Build Firm a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Design-Build Firm for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Design-Build Firm from any part of the Project which is so certified to be Substantially Complete but the County will allow the Design-Build Firm reasonable access to complete or correct items on the punch list.

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Project Manager in writing that the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 A. When the entire Work authorized in an individual CSA (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor shall notify the County and County Project Manager in writing that the entire Work (or such designated portion) is substantially completecomplete and request that County Project Manager issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor and Design Professional County Project Manager shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County Project Manager do not consider the Work (or designated portion) substantially complete, County Project Manager shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County Project Manager consider the Work (or designated portion) substantially complete, County Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor before final payment. Owner The County shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss for the Project and the Work performed thereon shall not pass to the County until the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon B. Within fourteen (14) calendar days of receipt of written certification by Contractor that the Work is completed in accordance with the authorizing CSA and the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, County Project Manager and Design Professional will make such inspection and, if they find he finds the Work acceptable and fully performed under the authorizing CSA and the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the authorizing CSA and the Contract Documents, that the entire balance found to be due Contractor under the applicable CSA is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County Project Manager may have issued its his recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. C. Prior to final payment, the County Project Manager may request the Contractor to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Contractor agrees, he will certify to the County Project Manager that said part of the Project is Substantially Complete and request the County Project Manager to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) calendar days thereafter, the County Project Manager and the Contractor will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County Project Manager will deliver to the Contractor a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Contractor for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Contractor from any part of the Project, which is so certified to be Substantially Complete, but the County will allow the Contractor reasonable access to complete or correct items on the punch list.

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by OwnerCity) is ready for its intended use, Contractor shall notify Project Manager City and Engineer or City’s designee in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Engineer or City’s designee issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, OwnerCity, Contractor and Design Professional Engineer or City’s designee shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does City and Engineer or City’s designee do not consider the Work (or designated portion) substantially complete, Project Manager Engineer or City’s designee shall notify Contractor in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers City and Engineer or City’s designee consider the Work (or designated portion) substantially complete, Project Manager Engineer or City’s designee shall prepare and deliver to Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor before final payment. Owner City shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner City shall allow Contractor reasonable access to complete or correct items on the tentative punch-punch list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor notice that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional will the Engineer or City’s designee shall promptly make such inspection and, if they find it finds the Work acceptable and fully performed under the Contract Documents Documents, Engineer or City’s designee shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, on the basis of their its observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, Documents and that the entire balance found to be due the Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.form,

Completion. 20.1 When 10.1 Provided that the entire Work releases provided in respect of the Other Life Guarantee Release Condition have not been supplemented, amended or superseded, Completion shall take place on the Completion Date remotely via the electronic exchange of documents and signatures between the Purchaser’s Lawyers and the Seller’s Lawyers by e-mail in portable document format (.pdf) or any portion thereof designated at such location as may be agreed in writing between the Purchaser and the Seller.‌ 10.2 As soon as reasonably practicable (and in any event within five Business Days) following the Unconditional Date, the Seller shall provide the Purchaser with a schedule setting out the items contained in the Indicative Completion Schedule as at the Completion Date (by Ownerapplying, in good faith, the same principles and methodologies used in preparing the Indicative Completion Schedule) is ready for its intended use(the Final Completion Schedule) along with all background calculations, Contractor materials and notes used by the Seller in preparing the Final Completion Schedule. The Final Completion Schedule shall notify Project Manager in writing that also contain the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection full details of the Work account to which the Consideration (or designated portion thereof) and each other payment the Purchaser is required to determine pay to the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Seller at Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed in accordance with this agreement) is (are) to be paid.‌ 10.3 To the Contract Documents extent the Purchaser has questions on any matter in the Final Completion Schedule, the Seller and is ready for final inspection and acceptance, Project Manager and Design Professional will make the Purchaser shall work in good faith to resolve such inspection questions (and, if they find where necessary, agree amendments to the Work acceptable Final Completion Schedule) provided nothing in this clause 10.3 shall delay the timing for Completion and/or the Completion Date. 10.4 Prior to the Final Completion Schedule being provided by the Seller pursuant to clause 10.2, the Seller and fully performed under Purchaser shall, each acting reasonably, work together in good faith to agree in writing the Contract Documents shall promptly approve payment, recommending that, on the basis quantum of their observations and inspections, Available Relief and the Contractor's certification Available Relief Amount to be included in the Final Completion Schedule. To the extent that the Work has Seller and the Purchaser fail to reach agreement prior to the Final Completion Schedule being so provided, the Purchaser shall be entitled, prior to the end of the Leakage Claim Period, to refer the determination of the quantum of the Available Reliefs and/or the Available Relief Amount to the Leakage Expert as if it were a claim for Leakage and the provisions of clause 4.4 and 4.5 shall apply (making the necessary changes) to such determination. If the Leakage Expert determines that the Available Relief Amount is less then the amount of “Available Relief Amount” included in the Final Completion Schedule the Seller shall repay to the Purchaser the amount (if any) by which the actual amount paid by the Purchaser on Completion exceeded the amount that would have been completed paid by the Purchaser had the actual Available Relief Amount been included in the Final Completion Schedule.‌ 10.5 If Completion is deferred beyond the intended Completion Date in accordance with the terms of this agreement and conditions the Final Completion Schedule has been provided by the Seller to the Purchaser prior to such deferral occurring, the Seller may provide a revised Final Completion Schedule to the Purchaser in accordance with clause 10.2 and the Final Completion Schedule previously provided shall cease to apply for all purposes.‌ 10.6 At Completion, the Seller and the Purchaser shall do or procure the performance of all actions respectively required of them under this clause 10.6 and Part 1 and Part 2 of Schedule 7. All documents and items delivered in accordance with this clause 10.6 shall be held by the recipient to the order of the Contract Documents, that person delivering the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage same until such time as Completion shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Paymenthave taken place in accordance with this clause 10.6. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 When A. Landlord shall be deemed to have "substantially completed" the entire Work (for purposes hereof if Landlord has caused all of the Work to be completed substantially except for so-called "punchlist items," e.g. minor details of construction or decoration or mechanical adjustments which do not substantially interfere with Tenant's occupancy of the Premises, or Tenant's ability to complete any portion thereof designated in writing improvements to the Premises to be made by Owner) Tenant. If there is ready for its intended useany dispute as to whether Landlord has substantially completed the Work, Contractor the good faith decision of Landlord's Space Planner shall notify Project Manager be final and binding on the parties. B. If Landlord notifies Tenant in writing that the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereaftercompleted, Owner, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) Tenant fails to determine the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor object thereto in writing giving within seven (7) days thereafter specifying in reasonable detail the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate items of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items work needed to be completed or corrected by Contractor before final payment. Owner performed in order for substantial completion, Tenant shall be deemed conclusively to have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor agreed that the Work is completed in accordance with substantially completed, for purposes of commencing the Contract Documents Commencement Date and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection andRent under the Lease. C. Substantial completion shall not prejudice Tenant's rights to require full completion of any remaining items of Work. However, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification Landlord notifies Tenant in writing that the Work has been completed is fully completed, and Tenant fails to object thereto in accordance with writing within fifteen (15) days thereafter specifying in reasonable detail the terms and conditions items of the Contract Documents, that the entire balance found work needed to be due Contractor completed and the nature of work needed to complete said items, (other than items which are seasonal in nature and latent defects, with respect to which Tenant shall have a period of one year in which to notify Landlord of any deficiency in the Work with respect thereto) Tenant shall be deemed conclusively to have accepted the Work is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: fully completed (1) Receipt of Contractor’s Final Application for Paymentor such portions thereof as to which Tenant has not so objected). (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner D. Landlord reserves the right to inspect substitute comparable or better materials and items for those shown in the Work Plans, as long as they do not materially and make an independent determination as to adversely affect the Work's acceptability, even though appearance of the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payablePremises.

Completion. 20.1 19.1. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor Design-Build Firm shall notify Project Manager the County and County’s Representative in writing that the entire Work (or such designated portion) is substantially completeSubstantially Complete and request that County’s Representative issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor Design-Build Firm and Design Professional County’s Representative shall make perform an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County’s Representative do not consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall notify Contractor Design-Build Firm in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County’s Representative consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall prepare and deliver to Contractor Design-Build Firm a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Design-Build Firm before final payment. Owner The County shall have the right to exclude Contractor Design-Build Firm from the Work and Project site Site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor Design-Build Firm reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss, injury, or destruction of the Project Manager, and Work performed thereon shall coordinate with be on the Contractor Design-Build Firm until the return Certificate of any surplus assets, including materials, supplies, Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. Title to the Project and equipmentWork shall pass to the County when the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. 20.2 19.2. Upon receipt of written certification by Contractor Design-Build Firm that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final application for payment, Project Manager and Design Professional County’s Representative will make such inspection and, if they find he/she finds the Work acceptable and fully performed under the Contract Documents Documents, he/she shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his/her observations and inspections, and the ContractorDesign-Build Firm's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Design-Build Firm is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor Design-Build Firm submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (2) consent of Surety to final payment, (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County, and (4) all required as- builts, Shop Drawings, and other submittals. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County’s Representative may have issued its his/her recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. 19.3. Prior to final payment, the County’s Representative may request the Design-Build Firm to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Design-Build Firm agrees, he will certify to the County’s Representative that said part of the Project is Substantially Complete and request the County’s Representative to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) calendar days thereafter, the County’s Representative and the Design-Build Firm will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County’s Representative will deliver to the Design-Build Firm a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Design-Build Firm for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Design-Build Firm from any part of the Project which is so certified to be Substantially Complete but the County will allow the Design-Build Firm reasonable access to complete or correct items on the punch list. 19.4. Upon Final Completion of the Project, the County’s project manager shall prepare a Design-Build Firm Performance Evaluation and forward it to the Design-Build Firm for review, comment and signature. 19.5. Upon receipt of the Design-Build Firm Performance Evaluation, the Design- Build Firm has seven (7) calendar days to review, comment, sign and return the form to the County. If the evaluation has not been received back from the Design-Build Firm within the allotted days, the County will assume the Design-Build Firm fully agrees with and has no comments with respect to the evaluation. The evaluation will then be placed on file with the County’s Department of Procurement Management.

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by Ownerthe CITY) is ready for its intended use, Contractor CONTRACTOR shall notify Project Manager the ENGINEER in writing that the entire Work (or such designated portion) is substantially completecomplete and request that the ENGINEER issue a Certificate of Substantial completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe CITY, Contractor CONTRACTOR and Design Professional ENGINEER shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does CITY and ENGINEER do not consider the Work (or designated portion) substantially complete, Project Manager the ENGINEER shall notify Contractor CONTRACTOR in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers CITY and ENGINEER consider the Work (or designated portion) substantially complete, Project Manager the ENGINEER shall prepare and deliver to Contractor CONTRACTOR a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list punchlist of items to be completed or corrected by Contractor CONTRACTOR before final payment. Owner The CITY shall have the right to exclude Contractor CONTRACTOR from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner the CITY shall allow Contractor CONTRACTOR reasonable access to complete or correct items on the tentative punch-listpunchlist. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor CONTRACTOR that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final Application for Payment, Project Manager and Design Professional the ENGINEER will make such inspection and, if they find he finds the Work acceptable and fully performed under the Contract Documents Documents, he shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his observations and inspectionsinspection, and the Contractor's CONTRACTOR’s certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor CONTRACTOR is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor CONTRACTOR submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other : all data establishing payment or satisfaction of all al obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe CITY. Owner The CITY reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional ENGINEER may have issued its his recommendations. Unless and until the Owner CITY is completely satisfied, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 When 9.1 SUBSTANTIAL COMPLETION ---------------------- 9.1.1 The Date of Substantial Completion of the entire Work or designated portion thereof acceptable to Owner is the Date certified by the Architect when construction is sufficiently complete, in accordance with the Contract Documents, so that the Owner (or any portion thereof designated in writing by Ownerits tenants(s) is ready for its intended use, Contractor shall notify Project Manager in writing that can occupy or utilize the entire Work (or such designated portionportion thereof for the use for which it is intended with all of the installations, parts and systems relating thereto and required by the Work hereunder functional, accessible, operable and usable by the Owner for their full and unimpeded intended usage. Such completion shall include, as applicable, all certificates of occupancy or other permits or authorizations by governmental agencies having jurisdiction thereof, necessary to permit such usage. Only minor or incidental corrective work under punch lists and final cleaning (if required) beyond cleaning needed for the Owner's full use may remain for Final Completion. 9.1.2 When the Contractor considers the Work to be substantially complete, he shall submit to the Owner and Architect written notice that the Work, or such designated portion thereof, is substantially complete. Within , along with a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by corrected. The failure to include any items on such list does not alter the responsibility of the Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the all Work is completed in accordance with the Contract Documents and is ready for final Documents. Within a reasonable time after receipt of notice, the Architect shall make an inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find to determine the status of completion. 9.1.3 Should the Architect determine that the Work acceptable has not reached substantial completion, the Architect shall promptly notify the Owner and fully performed under Contractor in writing of his determination and the reasons therefor. The Contractor shall promptly remedy deficiencies and complete all incomplete Work and thereafter send another written notice of substantial completion to the Owner and Architect who shall within a reasonable time thereafter reinspect the Work. 9.1.4 When the Architect determines that the Work or such designated portion is substantially complete, the Architect will prepare a Certificate of Substantial Completion on AIA Form G704, or such other form as the Owner shall stipulate, accompanied by the Contractor's list of items to be completed or corrected, as verified and amended by the Architect. The issuance of such certificate shall establish the Date of Substantial Completion thereof. Such certificate shall further state the responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall set forth the time period within which the Contractor shall remedy or complete items listed therein. 9.1.5 Warranties required by the Contract Documents shall promptly approve payment, recommending that, commence on the basis Date of their observations and inspectionsSubstantial Completion of the Work or designated portion thereof, and unless otherwise provided in the Certificate of Substantial Completion. 9.1.6 If the appropriate governmental agencies refuse to issue a Certificate of Occupancy or other necessary permits for reasons other than fault of the Contractor's certification that the Work has been completed , including without limitation deficiencies in accordance with the terms and conditions of the Contract Documents, that the entire balance found requirement of such Certificate will be deemed to be due waived, unless the Contractor is due knew or should have known of such deficiencies and payable. Neither failed to call it timely to the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt attention of the final payment check list. (5) If required by Owner and Architect. The Contractor, at the Owner's option, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect shall thereafter perform the Work and make an independent determination as necessary to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage obtain such Certificate which shall become due and payablebe effected by Change Order.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended usesubstantially complete, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). The issuance of a Certificate of Occupancy or Conditional Certificate of Occupancy for the Work shall be an express condition precedent to Contractor’s right to request that Design Professional issue a Certificate of Substantial Completion. The written notice from Construction Contractor referenced in the first sentence of this Subsection shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons thereforetherefor. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within seven (7) calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under the Contract and does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if the Contract involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this Section for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with . 23.2 When Construction Contractor believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of Construction Contractor shall deliver to Owner a written certification by affidavit from Construction Contractor certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Contractor at the same time it submits its final Application for Payment, which Construction Contractor shall submit within one hundred twenty (120) days of the date of Substantial Completion. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Contractor has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Contractor, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final payment have been satisfied. Neither the final payment nor the retainage shall become due and payable until Construction Contractor submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , (3) all close-out documentation and information required by the Contract Documents to be provided by Construction Contractor prior to its entitlement to final payment, and (4) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfiedsatisfied that final completion has been achieved, neither the final payment nor the retainage shall become due and payable.

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Construction Contractor shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Construction Contractor shall include a proposed punch list of all items of Work to be completed or corrected by Construction Contractor. Within a reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Construction Contractor in writing giving the reasons therefore. In such case, Construction Contractor shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Contractor and include a tentative punch-final punch list of items to be completed or corrected by Construction Contractor before final payment. Such final punch list shall be in compliance with the Contract Documents and all applicable laws. Accordingly, Design Professional shall provide the final punch list to Construction Contractor within ten calendar days after Construction Contractor has achieved Substantial Completion. Construction Contractor acknowledges and agrees that the failure to include any corrective work or pending items not yet completed on the punch list does not alter the responsibility of Construction Contractor to complete all the Work required under this Contract and does not waive Owner's right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Additionally, if this Agreement involves Work on more than one building or structure, or involves a multi-phased Project, a punch list shall be developed in accordance with the timelines set forth in this paragraph for each building, structure, or phase of the Project. Owner shall have the right to exclude Construction Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Construction Contractor reasonable access to complete or correct items on the tentative punch-final punch list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by When Construction Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and believes it has fully performed under all of the Contract Documents Work, including all punch list items, Construction Contractor shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification deliver to Owner a written affidavit from Construction Contractor certifying that the all Work has been completed in accordance with the terms and conditions requirements of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage That written affidavit shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.be

Completion. 20.1 19.1. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor Design-Build Firm shall notify Project Manager the County and County’s Representative in writing that the entire Work (or such designated portion) is substantially completeSubstantially Complete and request that County’s Representative issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor Design-Build Firm and Design Professional County’s Representative shall make perform an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County’s Representative do not consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall notify Contractor Design-Build Firm in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County’s Representative consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall prepare and deliver to Contractor Design-Build Firm a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Design-Build Firm before final payment. Owner The County shall have the right to exclude Contractor Design-Build Firm from the Work and Project site Site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor Design-Build Firm reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss, injury, or destruction of the Project Manager, and Work performed thereon shall coordinate with be on the Contractor Design-Build Firm until the return Certificate of any surplus assets, including materials, supplies, Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. Title to the Project and equipmentWork shall pass to the County when the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. 20.2 19.2. Upon receipt of written certification by Contractor Design-Build Firm that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final application for payment, Project Manager and Design Professional County’s Representative will make such inspection and, if they find he/she finds the Work acceptable and fully performed under the Contract Documents Documents, he/she shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his/her observations and inspections, and the ContractorDesign-Build Firm's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Design-Build Firm is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor Design-Build Firm submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the Release and Affidavit in the form attached as Exhibit C. attached, (2) consent of Surety to final payment, (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County, and (4) all required as- builts, Shop Drawings, and other submittals. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County’s Representative may have issued its his/her recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. 19.3. Prior to final payment, the County’s Representative may request the Design-Build Firm to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Design-Build Firm agrees, he will certify to the County’s Representative that said part of the Project is Substantially Complete and request the County’s Representative to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) days thereafter, the County’s Representative and the Design-Build Firm will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County’s Representative will deliver to the Design-Build Firm a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Design-Build Firm for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Design-Build Firm from any part of the Project which is so certified to be Substantially Complete but the County will allow the Design-Build Firm reasonable access to complete or correct items on the punch list. 19.4. Upon Final Completion of the Project, the County’s project manager shall prepare a Design-Build Firm Performance Evaluation and forward it to the Design-Build Firm for review, comment and signature. 19.5. Upon receipt of the Design-Build Firm Performance Evaluation, the Design- Build Firm has seven (7) days to review, comment, sign and return the form to the County. If the evaluation has not been received back from the Design-Build Firm within the allotted days, the County will assume the Design-Build Firm fully agrees with and has no comments with respect to the evaluation. The evaluation will then be placed on file with the County’s Department of Procurement Management.

Completion. 20.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, The Contractor shall notify Project Manager in writing that carry out the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Works Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that the Work is completed Tests in accordance with Schedule 1Part 11. The Contractor may apply by notice to CEC for a Completion Certificate not earlier than ten (10) days before the Contract Documents and is ready for final inspection and acceptanceWorks will, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and in the Contractor's certification reasonable opinion, be complete and ready for taking over. CEC shall within ten (10) Business Days of receipt of the Contractor's application: issue a Completion Certificate to the Contractor, confirming that the Work Completion Date has occurred and stating the Completion Date; or reject the application, giving reasons and specifying the work required to be done by the Contractor to enable the Completion Certificate to be issued. The Contractor shall then complete this work before issuing a further notice under this clause. CEC shall respond within 5 Business Days to any further request. If CEC does not either issue a Completion Certificate under a) or reject the application under b) then the Completion Certificate shall be deemed to have been completed issued and payment shall be made to the Contractor in accordance with Clause 22 below. PAYMENT The Contractor shall be entitled to be paid the Price for the Works in accordance with the terms of the Agreement. The Contractor shall submit [monthly] applications for payment to CEC's Representative showing in detail the amounts to which the Contractor considers himself entitled and a valid VAT invoice. If any undisputed sum payable by CEC is not paid within ten (10) days after the due date for payment as specified on the invoice in accordance with these terms and conditions then Contractor may charge interest on such sum on a day to day basis from the due date to the date of actual payment (whether before or after judgment) at the rate of three per cent (3%) above the base rate of the Contract DocumentsBank of England from time to time in force compounded Quarterly. FEED IN TARIFF It is intended that CEC shall accredit the PV System under the Feed-in Tariff Scheme. The Contractor will, if requested, provide reasonable assistance to CEC in making and submitting CEC's initial application for Accreditation. DEFECTS WARRANTY – [Please take advice on defects position] The Contractor warrants that during the entire balance found Defects Liability Period the Works will be free from Defects (the "Defect Warranty"). During the Defects Liability Period, CEC shall notify the Contractor of any Defect without undue delay after the discovery (the "Notice of Defects"). The Notice of Defects shall include a detailed description of the symptoms of the deficiency or defects. Within ten (10) Business Days of receipt of the Notice of Defects, the Contractor must deliver notice to CEC describing the remedial actions to be due taken to remedy the Defect including a time schedule for such remediation. The Contractor will be obliged to remedy the Defects and make the Works comply with CEC's Requirements at its own cost and expense. Any Defect that occurs within the Defects Liability Period shall be covered by the Defect Warranty provided that it is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt discovered before issuance or deemed issuance of the final payment check list. (5) If required Defects Certificate pursuant to clause 16.7. Repaired or replaced components supplied by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out the Material Contractors will be covered by the warranties under this clause 16 up to the later of the Contract Documentsend of the Defects Liability Period or twenty-four (24) months from the date of repair or replacement, to after which the extent and Contractor shall not be liable for any such repair or replacement. CEC's Representative shall issue a certificate at the later of the expiry of the Defects Liability Period or the date when the last notified Defect has been corrected by the Contractor in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payableaccordance with this Agreement ("Defects Certificate").

Completion. 20.1 When At such time as the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Project Manager in writing Developer believes that the entire Work (or Sewer 11A and 11B Improvements are complete, the Developer shall provide written notice to the City, requesting an inspection. To be in compliance with the conditions of approval for the Project, such designated portion) is substantially completededication shall be made before the issuance of the first certificates of completion for the Project. Within five (5) business days or as mutually agreed following the date of receipt of the Developer's written notice of completion of the Sewer 11A and 11B Improvements, the City shall conduct a reasonable time thereafter, Owner, Contractor and Design Professional shall make an final inspection of the Work (or designated portion thereof) to determine Sewer 11A and 11B Improvements. If, during the status of completion. If Ownerfinal inspection, after conferring with the Design Professional, does not consider the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor City determines that the Work is completed in accordance with the Contract Documents Sewer 11A and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the Work has 11B Improvements have not been completed in accordance with all applicable codes, regulations, permits and approved plans, the terms and conditions City shall prepare a punch list of the Contract Documents, that the entire balance found all items to be due Contractor is due completed by the Developer and payable. Neither shall provide such punch list to the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. Developer within five (5) business days or as mutually agreed following the final inspection. If required by Ownerthe City delivers such punch list to the Developer within said five (5) business day period or period as mutually agreed upon, other data establishing payment or satisfaction of all obligations, then the Developer shall undertake to repair such as receipts, releases and waivers of liens, arising out punch list items in a diligent manner within sixty (60) calendar days. Upon completion of the Contract Documentspunch list work, the Developer shall request another final inspection from the City and within five (5) business days following such written notice from the Developer, the City shall conduct another final inspection. If the City determines that the punch list work is complete and no other deficiencies are identified, the Developer will be deemed to have successfully completed the extent final inspection. If the City determines that the punch list work is not complete, then City and Developer shall repeat the inspection/punch list procedures specified in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and this Section until the Owner is completely satisfied, neither successful completion of the punch list work and a final inspection. At such time as Developer has successfully completed the final payment nor inspection, City shall initially accept the retainage completed Sewer 11A and 11B Improvements within thirty (30) calendar days thereafter. City shall become due not unreasonably withhold, delay or condition acceptance of the Sewer 11A and payable11B Improvements. In no event shall the City withhold, delay or condition the issuance of building permits to Developer or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ based on the timing of the commencement or completion of the Sewer 11A and 11B Sewer Improvements. No certificates of occupancy shall be issued for improvements for the Projects in the TASP area for Developer or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ until the initial acceptance of the Sewer 11A and 11B Improvements, except (i) City shall not withhold for sewer capacity reasons the issuance of final building inspection approvals to allow for Developer use of model homes and sales offices and (ii) in the event the City Engineer determines that sufficient capacity exists in the existing system for certificates of occupancy prior to initial acceptance. Likewise, as set forth in Section 2.b. (Reimbursement From City CIP Funds), no reimbursement from CIP funds shall be issued until after initial acceptance of the Sewer 11A and 11B Improvements. City shall use good faith, diligent efforts to expedite the inspections and initial acceptance of the Sewer 11A and 11B Improvements, including scheduling City Council hearings for initial acceptance at the next available Council meeting following a successful final inspection.

Completion. 20.1 23.1 When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor Construction Manager shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Said written notice from Construction Manager shall include a proposed punchlist of all items of Work to be completed or corrected by Construction Manager. Within a reasonable time thereafter, Owner, Contractor Construction Manager and Design Professional shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Contractor Construction Manager in writing giving the reasons therefore. In such case, Construction Manager shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Contractor Construction Manager a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) is actually achieved by Construction Manager and include a tentative punch-list final punchlist of items to be completed or corrected by Contractor Construction Manager before final payment. Failure to include an item on the final punchlist does not waive Owner’s right to demand completion of the item pursuant to the Contract Documents prior to or after final payment. Not withstanding the foregoing, Owner and Design Professional will use their best efforts to develop an initial complete and accurate punchlist. Owner shall have the right to exclude Contractor Construction Manager from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Contractor Construction Manager reasonable access to complete or correct items on the tentative punch-list. The Project Manager, shall coordinate with final punchlist. 23.2 When Construction Manager believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punchlist items, supplies, and equipment. 20.2 Upon receipt of Construction Manager shall deliver to Owner a written certification by Contractor affidavit from Construction Manager certifying that the all Work is has been completed in accordance with the requirements of the Contract Documents Documents. That written affidavit shall be delivered to Owner by Construction Manager at the same time it submits its final Application for Payment. After receipt of such affidavit, the final Application for Payment and all other documents required for Project close-out, Design Professional and Owner shall promptly inspect the Work to determine if all of the Work has been completed and is ready for final inspection and acceptance, Project Manager acceptance by Owner. If Owner and Design Professional will make such inspection anddetermine Construction Manager has completed the entire Work, if they find the Work acceptable and fully performed under the Contract Documents Design Professional shall promptly approve paymentissue a final Certificate for Payment, recommending stating that, to the best of its knowledge, information and belief, and on the basis of their its observations and inspections, and the Contractor's certification that : (i) all of the Work has been completed in accordance with the terms and conditions requirements of the Contract Documents; (ii) the final balance due Construction Manager, that as noted in the entire balance found to be due Contractor final Certificate for Payment, is due and payable; and (iii) all conditions precedent to Construction Manager’s entitlement to final payment have been satisfied. Neither the final payment nor the any retainage shall become due and payable until Contractor Construction Manager submits: : (1) Receipt of Contractor’s Final Application for Payment. (2) The the final Release and Affidavit in the form attached to the Agreement as Exhibit C. F, (32) Consent consent of surety to final payment. , and (43) Receipt of the final payment check list. (5) If if required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's ’s acceptability, even though the Design Professional may have issued its recommendations. Unless and until Until the Owner is completely satisfiedConstruction Manager completes all of its contractual obligations, with the exception of the Warranty period, neither the final payment nor the any retainage shall become due and payable.

Completion. 20.1 When the entire Work work (or any portion thereof designated in writing by OwnerCollege) is ready for its intended use, Contractor Construction Manager shall notify Project Manager College in writing that the entire Work work (or such designated portion) is substantially completecomplete and request that owner issue a Certificate of Completion (substantial or final certificate of completion). Within a reasonable time thereafter, Owner, Contractor and Design Professional the Parties shall make an inspection of the Work work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with College considers the Design Professional, does not consider the Work work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring with the Design Professional, considers the Work (or designated portion) substantially complete, Project Manager College shall prepare and deliver to Contractor Construction Manager a Certificate of Substantial Completion (substantial or final Certificate of Completion) which shall fix the date of Substantial Completion for the entire Work work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Construction Manager before final payment. Owner College shall have the right to exclude Contractor Construction Manager from the Work work and Project project site (or designated portion thereof) after the date of Substantial Completion, but Owner College shall allow Contractor Construction Manager reasonable access to complete or correct items on the tentative punch-punch list. The Project Manager, shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor Construction Manager that the Work work is completed in accordance with the Contract Documents contract documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection andupon receipt of final Application for Payment, if they find College shall initiate the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the procedure for final payment nor as reflected in the retainage College Operating Procedures. In addition to being required for final payment as reflected in the College Operating Procedure, payment shall not become due and payable until Contractor the Construction Manager submits: : (1a) Receipt of Contractor’s Final Application for Payment. all applicable lien releases and contract affidavits; (2) The Release and Affidavit in the form attached as Exhibit C. (3b) Consent of surety Surety (if applicable) to final payment. , and ; (4c) Receipt of the final payment check list. (5) If if required by OwnerCollege, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documentscontract documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payableCollege.

Completion. 20.1 When (a) Upon obtaining Final Completion, Contractor will provide Concessionaire with an application for payment (“Application for Payment”) in accordance with Section 3.6 below. Concessionaire shall make the entire Work payment to Contractor (or any portion thereof designated in writing by Ownerthe “Completion Payment”) is ready within thirty (30) days after Concessionaire’s receipt of a properly submitted and accurate Application for Payment. At the time of submission of its intended useApplication for Payment, Contractor shall notify provide the following information: (i) a final lien waiver, in the form of Exhibit F, of all liens that Contractor may have against Concessionaire, the Project Manager and the Project Right of Way, and an affidavit that there are no claims, or obligations or liens outstanding or unsatisfied for labor, services, Material, Equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Concessionaire’s interests; (ii) a general release executed by Contractor waiving, upon receipt of the Completion Payment by Contractor, all claims, except those claims previously made in writing that to Concessionaire and remaining unsettled at the entire Work (or such designated portion) is substantially complete. Within a reasonable time thereafter, Owner, Contractor and Design Professional shall make an inspection of the Work Completion Payment, which claims shall be specifically listed in an attachment to the general release; (or designated portion thereofiii) consent of Contractor’s surety to determine the status Completion Payment; (iv) all operating manuals, warranties and other deliverables required by the Contract Documents, including all project records; and (v) certificates of completion. If Owner, after conferring insurance confirming that required coverages will remain in effect consistent with the Design Professionalrequirements of the Contract Documents. (b) Upon making the Completion Payment, does not consider Concessionaire waives all claims against Contractor except claims relating to: (i) Contractor’s failure to satisfy its payment obligations; (ii) Contractor’s failure to complete the Work (or designated portion) substantially complete, Project Manager shall notify Contractor in writing giving the reasons therefore. If Owner, after conferring consistent with the Design ProfessionalContract Documents, considers the Work (or designated portion) substantially complete, Project Manager shall prepare and deliver to Contractor a Certificate of Substantial Completion which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-list of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portion thereof) including defects appearing after the date of Substantial Completionthe Completion Payment; and (iii) warranties and indemnifications as set forth in the Contract Documents. Upon acceptance by Contractor of the Completion Payment, but Owner shall allow Contractor reasonable access to complete or correct items on waives all claims under the tentative punch-list. The Project Manager, shall coordinate with the Contractor the return of any surplus assetsContract Documents, including materialsall Subcontractor claims, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor that for anything done or furnished or relating to the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed work under the Contract Documents shall promptly approve payment, recommending that, on the basis or for any act or neglect of their observations and inspections, and the Contractor's certification that the Work has been completed in accordance Concessionaire relating to or connected with the terms and conditions of the Contract Documents, . Contractor is warned that the entire balance found execution by it of a release, in connection with the acceptance of the Completion Payment, containing language purporting to be due Contractor is due and payable. Neither reserve claims other than those herein specifically excepted from the operation of this Section 3.1(b) or those for amounts deducted from the final payment nor requisition or from the retainage Completion Payment approved by Concessionaire, shall become due and payable until not be effective to reserve such claims, anything stated to Contractor submits:orally or in writing by any official, agent or employee of Concessionaire to the contrary notwithstanding. (1c) Receipt Contractor agrees that, within seven (7) days following receipt of monies from Concessionaire for work performed by any Subcontractor, Contractor shall either: (a) pay the Subcontractor for the proportionate share of the total payment received from Concessionaire attributable to the work performed by the Subcontractor; or (b) notify Concessionaire and Subcontractor, in writing, of Contractor’s Final Application intention to withhold all or a part of the Subcontractor’s payment, specifying the reason for Paymentthe non-payment. Contractor also agrees that it shall include in all of its subcontracts a provision that: (a) obligates Contractor to pay interest to Subcontractors on all amounts owed by Contractor that remain unpaid after seven (7) days following receipt of monies from Concessionaire for work performed by any Subcontractor, except for amounts withheld as allowed in the preceding sentence; (b) states, “Unless otherwise provided under the terms of this Contract, interest shall accrue at the rate of one percent per month.”; and (c) obligates each Subcontractor to include or otherwise be subject to the same payment and interest requirements as specified in this Section (c) with respect to each lower-tier sub-subcontractor. (2d) The Release Other than damage caused by Concessionaire or other parties not under the Contractor’s direction performing maintenance or other work, including snow plowing, Contractor shall have charge and Affidavit in care thereof and shall take every precaution consistent with Good Industry Practice against damage to any part of the form attached Work thereof by action of the elements or from any other cause. Contractor shall rebuild, repair, restore, and make good on damage to any portion of the Work occasioned by any of the foregoing causes and shall bear the expense thereof. Contractor’s obligations under this Section 3.1(d) shall cease as Exhibit C. (3) Consent of surety the date Concessionaire has provided a signed certificate of Final Completion to final paymentContractor. (4e) Receipt of the final payment check list. Contractor agrees to provide Concessionaire, within five (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out days of the Contract Documentsdate of this Contract, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payablefederal employer identification number.

Completion. 20.1 19.1. When the entire Work (or any portion thereof designated in writing by Ownerthe County) is ready for its intended use, Contractor Design-Build Firm shall notify Project Manager the County and County’s Representative in writing that the entire Work (or such designated portion) is substantially completeSubstantially Complete and request that County’s Representative issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). Within a reasonable time thereafter, Ownerthe County, Contractor Design-Build Firm and Design Professional County’s Representative shall make perform an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Design Professional, does County and County’s Representative do not consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall notify Contractor Design-Build Firm in writing giving the reasons thereforetherefor. If Owner, after conferring with the Design Professional, considers County and County’s Representative consider the Work (or designated portion) substantially completeSubstantially Complete, Project Manager County’s Representative shall prepare and deliver to Contractor Design-Build Firm a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punch-punch list of items to be completed or corrected by Contractor Design-Build Firm before final payment. Owner The County shall have the right to exclude Contractor Design-Build Firm from the Work and Project site Site (or designated portion thereof) after the date of Substantial Completion, but Owner the County shall allow Contractor Design-Build Firm reasonable access to complete or correct items on the tentative punch-punch list. The risk of loss, injury, or destruction of the Project Manager, and Work performed thereon shall coordinate with be on the Contractor Design-Build Firm until the return Certificate of any surplus assets, including materials, supplies, Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. Title to the Project and equipmentWork shall pass to the County when the Certificate of Substantial Completion (or Partial Substantial Completion) is approved by the County’s Representative. 20.2 19.2. Upon receipt of written certification by Contractor Design-Build Firm that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptanceacceptance and upon receipt of a final application for payment, Project Manager and Design Professional County’s Representative will make such inspection and, if they find he/she finds the Work acceptable and fully performed under the Contract Documents Documents, he/she shall promptly approve paymentissue a final Certificate for Payment, recommending that, on the basis of their his/her observations and inspections, and the ContractorDesign-Build Firm's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor Design-Build Firm is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor Design-Build Firm submits: : (1) Receipt consent of Contractor’s Final Application for Payment. Surety to final payment, (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If if required by Ownerthe County, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Ownerthe County, and (3) all required as-builts, Shop Drawings, and other submittals. Owner The County reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional County’s Representative may have issued its his/her recommendations. Unless and until the Owner County is completely satisfied, neither the final payment nor the retainage shall become due and payable. 19.3. Prior to final payment, the County’s Representative may request the Design-Build Firm to permit the use of a specified part of the Project which the County believes it may use without significant interference with construction of the other parts of the Project. If the Design-Build Firm agrees, he will certify to the County’s Representative that said part of the Project is Substantially Complete and request the County’s Representative to issue a Certificate of Substantial Completion for that part of the Project. Within fourteen (14) days thereafter, the County’s Representative and the Design-Build Firm will make an inspection of that part of the Project to determine its status of completion. If the County considers that part of the Project to be Substantially Complete, the County’s Representative will deliver to the Design-Build Firm a certificate to that effect, fixing the date of Substantial Completion as to that part of the Project, and listing the punch list of items to be completed or corrected before final payment and fixing the responsibility between the County and the Design-Build Firm for maintenance, heat and utilities as to that part of the Project. The County shall have the right to exclude the Design-Build Firm from any part of the Project which is so certified to be Substantially Complete but the County will allow the Design-Build Firm reasonable access to complete or correct items on the punch list. 19.4. Upon Final Completion of the Project, the County’s project manager shall prepare a Design-Build Firm Performance Evaluation and forward it to the Design-Build Firm for review, comment and signature. 19.5. Upon receipt of the Design-Build Firm Performance Evaluation, the Design- Build Firm has seven (7) days to review, comment, sign and return the form to the County. If the evaluation has not been received back from the Design-Build Firm within the allotted days, the County will assume the Design-Build Firm fully agrees with and has no comments with respect to the evaluation. The evaluation will then be placed on file with the County’s Department of Procurement Management.

Completion. 20.1 23.1. When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor Construction Manager shall notify Project Manager Owner and Design Professional in writing that the entire Work (or such designated portion) is substantially completecomplete and request that Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion). The substantial completion inspection will be performed by the Design Professional, CM, and owner before the Certificate of Substantial Completion is issued by the Design Professional. Said written notice from Construction Manager shall include a proposed punch-list of all items of Work to be completed or corrected by Construction Manager. Ten copies of the punch-list shall be provided to the County. Within a reasonable time thereafter, Owner, Contractor Construction Manager and Design Professional shall make an inspection of inspect the Work (or designated portion thereof) to determine the status of completion. If Owner, after conferring with the Owner and Design Professional, does Professional do not consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall notify Contractor Construction Manager in writing giving the reasons therefore. In such case, Construction Manager shall pay the costs of all additional Substantial Completion inspections. If Owner, after conferring with the Owner and Design Professional, considers Professional consider the Work (or designated portion) substantially complete, Project Manager Design Professional shall prepare and deliver to Contractor Construction Manager a Certificate of Substantial Completion (or Certificate of Partial Substantial Completion) which shall fix the date of Substantial Completion for the entire Work (or designated portion thereof) and is actually achieved by Construction Manager. A final punch list will be provided by Owner in accordance with section 4.6. Failure to include a tentative punch-an item on the final punch list does not waive Owner’s right to demand completion of items the item pursuant to be completed the Contract Documents prior to or corrected by Contractor before after final payment. Owner shall have the right to exclude Contractor Construction Manager from the Work and Project site (or designated portion thereof) after the date of Substantial Completion (or Partial Substantial Completion), but Owner shall allow Contractor Construction Manager reasonable access to complete or correct items on the tentative punch-final punch list. 23.2. The Project Manager, shall coordinate with When Construction Manager believes it has fully performed all of the Contractor the return of any surplus assetsWork, including materialsall punch list items, supplies, and equipment. 20.2 Upon receipt of written certification by Contractor Construction Manager shall deliver to Owner (1) Contractor’s Final Payment Affidavit from Construction Manager certifying that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Project Manager and Design Professional will make such inspection and, if they find the Work acceptable and fully performed under the Contract Documents shall promptly approve payment, recommending that, on the basis of their observations and inspections, and the Contractor's certification that the all Work has been completed in accordance with the terms and conditions requirements of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Neither the final payment nor the retainage shall become due and payable until Contractor submits: (1) Receipt of Contractor’s Final Application for Payment. (2) The Release and Affidavit in the form attached as Exhibit C. (3) Consent of surety to final payment. (4) Receipt of the final payment check list. (5) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipts, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the Work's acceptability, even though the Design Professional may have issued its recommendations. Unless and until the Owner is completely satisfied, neither the final payment nor the retainage shall become due and payable.Documents and