Common use of Progress Payments Clause in Contracts

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved.

Progress Payments. §5.1 Based upon a written invoice or invoices (each, an “Invoice”) submitted by the Contractor to the Consultant and the Owner and approved by the Consultant and the Owner, the Owner shall, subject to the provisions of the Contract Documents, pay the Contract Sum to the Contractor in full upon completion of the Work, unless otherwise provided in the Contract Documents. Each Invoice shall (1) be in a format satisfactory to the Owner, (2) be executed by the Contractor, (3) contain an itemization of the items of FF&E covered thereunder and the prices thereof, keyed to the Proposal, (4) be supported by such data substantiating Contractor’s right to payment as the Owner may require, such as copies of requisition forms from Subcontractors and material suppliers, payrolls and invoices, and (5) be accompanied by (A) a Conditional Waiver and Release on Progress payments Payment from the Contractor in the form attached as Attachment III hereto, except with respect to the final (or only) Invoice, which shall be made accompanied by a Conditional Waiver and Release on Final Payment from the Contractor in the form attached as Attachment IV hereto, and (B) all warranties and guaranties obtained by the Contractor from the manufacturer of the Items of FF&E covered thereunder, together with such operation, maintenance and other instructional materials relating to such items of FF&E as the Owner may require. The Contractor shall furnish a thirty (30) day cycle on the fifteenth (15th) day copy of each monthInvoice to the Owner concurrently with the submission thereof to the Consultant. If any aspect of the Work included in an Invoice is found by the Owner to be unsatisfactory or not in compliance with the provisions of the Contract Documents, orthe Owner may make proper withholding from the Invoice with respect thereto and the Owner shall not be considered in default under this Agreement as a result thereof. §5.2 The period covered by each Invoice shall be one calendar month if more than one Invoice will be submitted for the Work, if and the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 Invoices no more frequently than monthly. §5.3 The Owner shall make payment to the Contractor of any amounts to become owing by the WCC General Conditions. Owner under the Contract Documents not later than the thirtieth (30th) day following receipt by the Owner of an Invoice that has been approved by the Consultant and the Owner. §5.4 Each Application for Payment Invoice shall be based upon the schedule lesser of values submitted by (i) the Contractor in accordance with aggregate of the prices of the items of FF&E covered thereunder or (ii) a percentage of the Contract Documents and Sum equal to the percentage of the entire Work that has been completed as of the date of the Invoice, except if there will only be one Invoice, such Invoice shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, for the entire Contract Sum. §5.5 Invoices shall indicate and each Sub-Subcontractor warrant the percentage of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by completion of the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality portion of the Work is in accordance with covered by the Contract Documents; and that the Contractor is entitled Invoice. §5.6 Subject to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; providedContract Documents, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of each progress payment (if applicable) shall be computed as follows: §5.6.1 Take the Application until Final Completion lesser of (i) the aggregate of the Work. The amount prices of the retainage may be reduceditems of FF&E covered by the Invoice and for which installation has been completed, based on the prices set forth in the sole discretion Schedule of Prices, or (ii) a percentage of the Owner, after Contract Sum equal to the Work is fifty percent completed. Within 30 days after the submittal percentage of the Application to entire Work that has been completed as of the Architect, date of the Owner shall pay to the Contractor such Invoice. §5.6.2 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Consultant or Owner may defer processing has withheld or nullified payment of progress payments until work having a prior sequence, an Invoice as provided in Paragraph 10.5 of the Contract Documents, is in place and is approvedGeneral Conditions.

Progress Payments. Progress (1) Unless otherwise provided in the Contract, progress payments will be made as the work progresses upon applications submitted by the Contractor and approved by the Consultant and the Fund. Payment of such approved applications shall be made on a by the Fund within thirty (30) day cycle days after such approval has been given. (2) The Fund shall make progress payments to the Contractor on the fifteenth basis of such approved applications, less an amount equal to 5 percent thereof, plus an amount necessary, in the Fund's judgment, to satisfy any claims, liens or judgments against the Contractor which have not been suitably discharged, which it shall reserve from each such payment until all of the work covered by the Contract has been completed. (15th3) day When the Fund and the Consultant have determined that all the work is substantially completed, or that a substantial portion of each monththe permanent construction has been completed and accepted, or, if the 15th day falls on Fund shall make a weekend or holidayprogress payment to the Contractor, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 basis of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values an application submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required approved by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by Consultant and the Contractor to Fund, which shall reduce the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the unpaid amount due to the Contractor for under the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) terms of the Contract, including all monies retained by the Fund from previous progress payments to the Contractor, to an amount equal to two (2) times the cost, estimated by the Consultant, of performing, in accordance with the Application until Final Completion of the Work. The Contract, all uncompleted, unaccepted and corrective work, plus an amount of the retainage may be reducednecessary, in the sole discretion Fund's judgment, to satisfy any claims, liens or judgments against the Contractor which have not been suitably discharged. As the remaining items of work are satisfactorily completed or corrected, the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application Fund shall make progress payments to the ArchitectContractor, on the Owner shall pay to basis of applications submitted by the Contractor such amounts, if any, certified by the Architect and approved by the OwnerFund and the Consultant, covering said items of work less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequencean amount necessary, as provided in the Contract DocumentsFund's judgment, is in place and is approvedto satisfy any claims, liens or judgments against the Contractor which have not been suitably discharged.

Progress Payments. Progress payments 45.4.1 Each Request for Payment shall correctly set forth the value of all work satisfactorily performed to date. Owner may pay the invoiced value of materials properly stored on site or in approved, bonded, and insured warehouses. In no event, however, will the Contractor be paid more than the listed value of each portion of the Work until the Project has been completed. 45.4.2 If payment is requested for materials or equipment not incorporated, but delivered and suitably stored at the site or at a bonded and insured warehouse previously approved by Owner, such payment shall be made on conditioned upon submission by the Contractor of bills of sale, satisfactory to Owner, to establish Owner’s title to such materials or equipment, or otherwise protect Owner’s interest, including applicable insurance and transportation to the site. 45.4.3 The Contractor shall warrant and guarantee that title to all work, materials, and equipment covered by a Request for Payment, whether incorporated into the Project or not, will have passed to Owner prior to the making of the Request for Payment, free and clear of all liens, claims, security interests or encumbrances, and that no work, materials, or equipment covered by a Request for Payment will have been acquired by the Contractor, or by any other person performing the Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein, or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. This provision shall not be construed to relieve the Contractor of his sole responsibility for the care and protection of the materials and of the Work, and to make restoration of damaged work, or as a waiver of the right of Owner to require the fulfillment of all terms of the Contract Documents. 45.4.4 Except as provided below, Owner shall make payment to the Contractor within thirty (30) day cycle on Calendar Days of Owner’s receipt of a properly submitted Request for Payment accompanied by all supporting documentation required by the fifteenth (15th) day of each monthContract Documents. 45.4.5 Owner or the Architect may decline to approve any Request for Payment in whole or in part, or, if because of subsequently discovered evidence or subsequent inspections, may nullify the 15th day falls on whole or any part of a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications Request for Payment in accordance with Article 9 previously issued to such extent as may be necessary to protect Owner from loss because of: 45.4.5.1 Defective work not remedied; 45.4.5.2 Claims filed or reasonable evidence indicating probable filing of claims; 45.4.5.3 Failure of the WCC General Conditions. Each Application Contractor to make payment properly to Subcontractors or for Payment shall any labor, materials or equipment; 45.4.5.4 Reasonable doubt that the Work can be based upon completed for the schedule unpaid balance of values submitted the Contract Amount; 45.4.5.5 Damage to another Contractor; 45.4.5.6 Reasonable indication that the Work will not be completed within the Contract Time; 45.4.5.7 Unsatisfactory execution of the Work by the Contractor; or 45.4.5.8 Any other failure of the Contractor in accordance to comply with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractoror any applicable building code, each Subcontractorlaw, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by or regulation. 45.4.6 In the event Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor Architect declines to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate approve any Request for Payment in accordance whole or in part for any of the reasons stated above, Owner or the Architect, acting in conjunction with the provisions Owner, shall, within twenty (20) Calendar Days of the WCC General Conditions. Each progress payment shall cover the amount due Owner’s receipt of a properly submitted Request for Payment, give written notice to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%i) of setting forth the amount of the Application until Final Completion Request for Payment that will be withheld, and (ii) containing a reasonably detailed explanation of the Work. The amount of the retainage may be reducedreason Owner will withhold that amount, in the sole discretion of the Ownerincluding, after the Work is fifty percent completed. Within 30 days after the submittal of the Application without limitation, a specific reference to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing provision or section of progress payments until work having a prior sequence, as provided in the Contract Documents, or the applicable building code, law, or regulation with which the Contractor has failed to comply.. 45.4.7 If Contractor provides Owner with a written notice of the correction of the condition that is in place and is approved.the reason for the withholding, signed by an authorized agent of the Contractor, Owner shall, after confirming that the condition has been corrected, pay the undisputed portion of any amount withheld within thirty (30) Calendar Days after Owner receives the next Request for Payment. If Owner or the Architect object to the scope or manner of the Contractor’s correction, within thirty

Progress Payments. Progress payments Pursuant to Public Contract Code Section 7201, prior to the fifteenth (15th) day of the month next following the commencement of the work, there shall be made on paid to CONTRACTOR a thirty sum equal to ninety-five percent (3095%) day cycle on of the value of the work completed since the commencement of the work as determined by DISTRICT and thereafter prior to the fifteenth (15th) day of each successive month as the work progresses. CONTRACTOR shall be paid such sum as will bring the payments up each month to ninety-five percent (95%) of the value of the work completed since the commencement of the work as determined by DISTRICT, less all previous payments and authorized deductions, provided that CONTRACTOR submits his request for payment prior to the last Wednesday of each preceding month. Pursuant to Public Contract Code 7107, orDISTRICT shall make the final payment, if unencumbered, or any part thereof unencumbered, within sixty (60) days after the 15th day falls on a weekend or holidaydate of completion. Notwithstanding the foregoing, on CONTRACTOR shall provide DISTRICT with all documentation required by this AGREEMENT, including the first business day thereafterFinal Closeout Agreement and Release of All Claims, as well as any other documents required by the CONTRACT DOCUMENTS such as as-builts, red-line plans, manufacturers and specific guarantees, and owner’s manuals prior to receiving final payment. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment Payments shall be based upon made on demands drawn in the schedule of values submitted manner required by law, accompanied by a certificate signed by the Contractor Project Manager, stating that the work for which payment is demanded has been performed in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality terms of the Work is in accordance with the Contract Documents; AGREEMENT, and that the Contractor is entitled to payment amount stated in the amount certified. The Architect shall review certificate is due under the Application and issue a Certificate for Payment in accordance with the provisions terms of the WCC General ConditionsAGREEMENT. Each progress payment Partial payments on the AGREEMENT price shall cover not be considered as an acceptance of any part of the amount due work. Nothing herein shall limit DISTRICT’s right to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten withhold one hundred fifty percent (10150%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, disputed amounts in the sole discretion event of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedgood faith dispute.

Progress Payments. Progress 6.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. 6.1.2 The period covered by each Application for Payment shall be made one (1) calendar month ending on a the last day of the month. 6.1.3 The City shall pay for services provided hereunder according to and in an aggregate amount not to exceed the GMP and only upon Contractor's request on forms approved by and submitted to the Project Manager. The City shall make payment within thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day days thereafter. Requests for a more rapid payment may be considered if a discount is offered for early payment. At no time shall the aggregate amount of money paid to the Contractor shall submit Applications for Payment in accordance with Article 9 proportion to the Contract Amount be greater than the proportion of the WCC General Conditionswork performed at that point to the total Project work. No payment shall be made for any service rendered by the Contractor except for services set forth and identified in this Agreement. The City reserves the right to withhold payment in whole or part from the Contractor for non-compliance with the provisions of the Contract Documents. 6.1.4 Each Application for Payment shall be based upon the most recent schedule of values submitted by the Contractor Construction Manager and approved by the Owner in accordance with the Contract Documents and Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager’s Fee shall be accompanied shown as a single, separate item. The schedule of values shall be prepared in such form and supported by a properly completed sworn statement from Contractorsuch data to substantiate its accuracy as the Architect may require. This schedule, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Construction Manager’s Applications for Payment. 6.1.5 Applications for Payment shall show the percentage completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage completion shall be the lesser of (1) the percentage of that portion of the Work that has actually been completed, or (2) the percentage obtained by dividing (a) the expense which has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. 6.1.5.1 Upon request by the Owner, the ▇▇▇▇ shall submit waivers of lien/bond rights and other documentation from subcontractors and Suppliers to evidence the status of payments. 6.1.5.2 Applications for payment may not include requests for payment of amounts the ▇▇▇▇ does not intend to pay to a Subcontractor or material Supplier because of a dispute or other reason. 6.1.5.3 The failure to comply with the requirements of this Article may result in the withholding of approval of the application for payment until compliance is achieved. 6.1.5.4 Within fifteen (15) business days after the Architect’s receipt of the application for payment, the Architect shall either (1) approve the application for payment by signing the application in the appropriate places, including obtaining the signature of the Owner in the appropriate place or Architect. (2) the Architect shall notify the ▇▇▇▇ in writing of reasons for withholding approval in whole or in part and the action necessary to make the application for payment acceptable. 6.1.5.5 The issuance of an Application the certificate for Payment constitutes payment by the Architect and the OWNER will constitute a representation by the Contractor them to the Owner Owner, based upon their observations at the Jobsite and the data comprising the application for payment, that the Work has progressed to the point indicated; indicated and that the quality of the Work is in accordance with the Contract DocumentsAgreement. The ▇▇▇▇ shall not rely upon these representations as the Owner’s acceptance of the Work, since they are made for progress payment purposes only and are subject to an evaluation of the Work for conformance with the Agreement upon the GMP Substantial Completion; to results of subsequent tests and inspections; to minor deviations from the Agreement, correctable prior to completion; and to specific qualifications expressed by the Architect or the OWNER. The issuance of the certificate for payment is not a representation that the Architect or the OWNER have (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work (2) reviewed construction means, methods, techniques, sequences or procedures (3) reviewed copies of requisitions received from Subcontractors and material Suppliers and other data requested by the Owner to substantiate the ▇▇▇▇’▇ right to payment or (4) made examination to ascertain how or for what purpose the ▇▇▇▇ has used money previously paid. The ▇▇▇▇ may not rely upon the certificate of payment as approval and acceptance of the Work reflected thereon. 6.1.5.6 The OWNER and/or Architect may withhold approval of an application for payment, in whole or in part, to the extent reasonably necessary to protect the Owner, if it cannot certify that the Work has progressed to the point indicated and that the Contractor quality of the Work is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions Agreement. In addition, notwithstanding anything to the contrary contained in the Agreement, the Owner may withhold any payment, if, and for so long as a good faith dispute exists, which may include the ▇▇▇▇’▇ failure to perform any of its obligations hereunder; the WCC General Conditions. Each progress payment shall ▇▇▇▇’▇ default under the Agreement; or there is reasonable evidence indicating that the Work will not be completed within the GMP completion date(s), as may be adjusted by a GMP Amendment; and the unpaid balance would be insufficient to cover the amount due to the Contractor for the Work as provided in the WCC General Conditionsanticipated liquidated damages; provided, however, there that any such holdback shall be retained from each Application limited to an amount sufficient in the reasonable opinion of the Owner to cure any such default or failure of performance by the ▇▇▇▇. In addition, if the Owner subsequently discovers that an application for Paymentpayment was improperly paid, ten percent (10%) of the Owner may withhold payment on any future applications for payment, in whole or in part, to the extent necessary to recover the funds improperly paid. If the Owner determines that the reasons for withholding payment no longer exist, the Owner will so notify the ▇▇▇▇ and will make payment for the amount of the Application until Final Completion holdback within fifteen (15) business days. 6.1.5.7 Upon notification that an application for payment is not approved, the ▇▇▇▇ and the OWNER shall conduct discussions to determine whether a revised application for payment can be agreed upon. If no agreement is reached within ten (10) business days after notification, the OWNER or Owner will adjust the original application for payment to delete the disputed amounts and will then approve payment for the undisputed amount and send a copy of the Workadjusted application for payment to the ▇▇▇▇. The amount If an agreement can be reached on the disputed portions of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architectapplication within ten (10) business days, the Owner shall pay to ▇▇▇▇ will submit a revised and signed application for payment for the Contractor such amountsagreed amount, if any, certified by to the Architect and Owner for approval. Payment will be made within ten (10) business days after the Owner’s Approval of the revised application for payment. 6.1.5.8 The Owner’s signature on the application for payment does not constitute approval and acceptance of the Work. 6.1.5.9 At all times during the processing of an application for payment, including resolution of any related disputes, the ▇▇▇▇ shall continue to expeditiously advance the Work. 6.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 6.1.6.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work, as determined by multiplying the percentage completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Subparagraph 7.3.7 of AIA Document A201, as amended, even though the Guaranteed Maximum Price has not yet been adjusted by Change Order. 6.1.6.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work or, if approved in advance by the Owner, less suitably stored off the retained percentage. The Owner may defer processing of progress payments until work having site at a prior sequence, as provided location agreed upon in the Contract Documents, is in place and is approvedwriting.

Progress Payments. Progress 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 5.3 Provided an Application for Payment is received by the Architect not later than the 1st day of a month, the Owner shall make payment to the Contractor not later than the 25th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a thirty (30) day cycle on by the fifteenth (15th) day of each month, or, if Owner not later than 45 days after the 15th day falls on a weekend or holiday, on Architect receives the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. 5.4 Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectDocuments. The issuance schedule of an Application for Payment constitutes a representation by values shall allocate the Contractor to entire Contract Sum among the Owner that the Work has progressed to the point indicated; that the quality various portions of the Work is and be prepared in accordance with such form and supported by such data to substantiate its accuracy as the Contract Documents; and that Architect Owner may require. This Schedule, unless objected to by the Contractor is entitled to payment in Architect Owner, shall be used as a basis for reviewing the amount certified. The Architect Contractor's Applications for Payment. 5.5 Applications for Payment shall review indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application and issue a Certificate for Payment in accordance with Payment. 5.6 Subject to the provisions of the WCC General Conditions. Each Contract Documents, the amount of each progress payment shall cover be computed as follows: 5.6.1 Take that portion of the amount due Contract Sum properly allocable to the Contractor for the completed Work as provided determined by multiplying the 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the WCC General Conditions; providedcompleted construction (or, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, if approved in the sole discretion of advance by the Owner, after suitably stored off the Work is fifty Site at a location agreed upon in writing), less retainage of five percent completed. Within 30 days after (5 %); 5.6.3 Subtract the submittal aggregate of previous payments made by the Application to the Architect, the Owner shall pay to the Contractor such Owner; and 5.6.4 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having has withheld or nullified a prior sequence, Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to ninety-five percent (95 %) of the Contract DocumentsSum, less such amounts as the Architect shall determine for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in place and is approvedaccordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows:

Progress Payments. Progress payments Prior to submitting the first Application for Payment, the Contractor shall be made on provide a thirty (30) day cycle on Schedule of Values satisfactory to the fifteenth (15th) Owner, consisting of a breakdown of the Contract Price, with a separate line for Design Services. 9.2.1 On or before the 30th day of each monthmonth after the Work has commenced, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the an Application and issue a Certificate for Payment in accordance with the provisions Schedule of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for Values based upon the Work as provided in completed and materials stored on the WCC General Conditions; provided, however, there shall be retained from site or at other locations approved by the Owner. 9.2.2 Within ten (10) fifteen (15) days after receipt of each monthly Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay directly to the Contractor such amountsthe appropriate amount for which Application for Payment is made, if any, certified less amounts previously paid by the Architect and approved Owner. 9.2.3 If the Owner fails to pay the Contractor at the time payment of any amount becomes due, then the Contractor may, at any time thereafter, upon serving written notice that the Work will be stopped within five (5) days after receipt of the notice by the Owner, less and after such five (5) day period, stop the retained percentage. Work until payment of the amount owing has been received. 9.2.4 Payments due but unpaid shall bear interest at the rate the Owner is paying on its construction loan or at the current “prime rate” of bank, whichever is higher, plus two points. 9.2.5 The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment, whether incorporated in the Project or not, will pass to the Owner may defer processing upon receipt of such payment by the Contractor free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to as “liens.” 9.2.6 The Owner’s progress payments until work having a prior sequencepayment, as provided occupancy or use of the Project, whether in whole or in part, shall not be deemed an acceptance of any Work not conforming to the requirements of the Contract Documents, is in place and is approved.

Progress Payments. A. Progress payments shall be made on a thirty by the OWNER to the DESIGN/BUILDER according to the following procedure: 1. OWNER will, within ten (3010) days of receipt of each Application for Payment, either indicate in writing its acceptance of the Application and state that the Application is being processed for payment, or return the Application to DESIGN/BUILDER indicating in writing its reasons for refusing to accept the Application and the exact amount(s) in dispute. All undisputed amounts will become due and be paid by OWNER to DESIGN/BUILDER not more than ten (10) days after OWNER’s acceptance or rejection of such Application, as the case may be. 2. If the OWNER should fail to pay the DESIGN/BUILDER at the time the payment of any amount becomes due, then DESIGN/BUILDER may, at any time thereafter, upon serving written notice that DESIGN/BUILDER will stop the Work within seven (7) days after receipt of the notice by the OWNER, and after such seven (7) day cycle on period, stop the fifteenth (15th) day Work until payment of each monththe amount owing has been received, including interest thereon. Written notice shall be deemed to have been duly served if sent by certified mail to the last known business address of the OWNER. 3. Payments due but unpaid shall bear interest at the rate specified in the Agreement. Any disputed payment shall be due at the time mutually determined by the parties or, if applicable, the 15th day falls on a weekend time determined by the arbitrator under paragraph 15.01. 4. No Progress Payment nor any partial or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 entire use or occupancy of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted Project by the Contractor in accordance with the Contract Documents and OWNER shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor constitute an acceptance of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is not in accordance with the Contract Documents; and . B. OWNER may refuse to make the whole or any part of any such payment or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any previous payment, to the extent that the Contractor is entitled reasonably necessary to payment in the amount certifiedprotect OWNER from loss because: 1. The Architect shall review the Application and issue a Certificate for Payment Work is defective, or completed Work has been damaged, requiring correction or replacement; 2. The Contract Price has been reduced by Written Amendment or Change Order; 3. OWNER has been required to correct defective Work or complete Work in accordance with the provisions paragraph 12.09.A; 4. OWNER has actual knowledge of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) occurrence of any of the amount events enumerated in paragraphs 14.02.A.1 through A.3 inclusive; 5. Claims have been made against OWNER on account of the Application until Final Completion DESIGN/BUILDER’s performance or furnishing of the Work; 6. The amount provisions of paragraph 13.02.B are applicable; or 7. Liens have been filed in connection with the retainage may be reducedWork, in except where DESIGN/BUILDER has delivered a specific Bond satisfactory to OWNER to secure the sole discretion satisfaction and discharge of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedLiens.

Progress Payments. Progress A. No progress payments will be made under this Agreement unless another clause herein specifically provides that progress payments will be made. If so provided, Owner shall make progress payments monthly as the Work proceeds (or at more frequent intervals if deemed advisable by Owner). The approved price breakdown shall be used as the basis for determining progress payments. Subject to the retention provided for in clauses 42.B, and 43, and subject to the approval by Owner of the estimated values involved, each progress payment shall be equal to the estimated value of Work in place at the site plus the value of materials purchased and suitably stored at the site for timely and permanent incorporation in the Work, less the total of all previous payments and retention; provided, such estimated values shall not include any Work added by Field Order until the price adjustment for such Work has been incorporated in the Agreement by a change order, or other Agreement modification, signed by both Parties. Notwithstanding the preceding sentence, progress payments shall not be made on a and suitable storage shall not be provided at Owner’s site for materials purchased more than thirty (30) day cycle on the fifteenth (15th) day days in advance of scheduled need date, except when a longer time period is authorized, in writing, by Owner's Representative. B. In making progress payments, ten percent of each month, orsuch payment shall be retained by Owner until completion and final acceptance of all of the Work under the Agreement. However, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 Owner at any time after 50 percent of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed been completed finds that satisfactory progress is being made, it may make any of the remaining progress payments in full. Also, whenever the Work is substantially complete, Owner, if it considers the amount retained to be in excess of the point indicated; that the quality amount adequate for protection of Owner, may release to Contractor all or a portion of such excess amount. Further, on completion and acceptance of any separate part of the Work for which a price is in accordance with the Contract Documents; and that the Contractor is entitled to payment stated separately in the amount certified. The Architect Agreement, payment may be made therefor without retention. C. All material and Work covered by progress payments made shall review thereupon become the Application sole property of Owner, but this provision shall not be construed as relieving Contractor from the risk of loss of or the sole responsibility for all material and issue a Certificate for Payment in accordance with Work upon which payments have been made, or from Contractor's obligation to restore any damaged material or Work, or as waiving the provisions right of Owner to require the fulfillment of all of the WCC General Conditionsterms of this Agreement. Each progress payment This paragraph shall cover the amount due not apply to the scrap or materials furnished by Contractor that are not intended for the Work as provided permanent incorporation in the WCC General ConditionsWork; provided, however, there such material shall be retained from each Application for Payment, ten percent (10%) remain the property of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedContractor.

Progress Payments. Progress 5.1 Based upon Applications for Payment submitted to the Owner by the Contractor, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 5.3 Provided an Application for Payment is received by the Owner not later than the 1st day of a month, the Owner shall make payment to the Contractor not later than the 25th day of the following month. If an Application for Payment is received by the Owner after the application date fixed above, payment shall be made on a thirty (30) day cycle on by the fifteenth (15th) day of each month, or, if Owner not later than 30 days after the 15th day falls on a weekend or holiday, on Owner receives the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. 5.4 Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectDocuments. The issuance schedule of an Application for Payment constitutes a representation by values shall allocate the Contractor to entire Contract Sum among the Owner that the Work has progressed to the point indicated; that the quality various portions of the Work is and be prepared in accordance with such form and supported by such data to substantiate its accuracy as the Contract Documents; and that Architect Owner may require. This Schedule, unless objected to by the Contractor is entitled to payment in Owner, shall be used as a basis for reviewing the amount certified. The Architect Contractor's Applications for Payment. 5.5 Applications for Payment shall review indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application and issue a Certificate for Payment in accordance with Payment. 5.6 Subject to the provisions of the WCC General Conditions. Each Contract Documents, the amount of each progress payment shall cover be computed as follows: 5.6.1 Take that portion of the amount due Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of five percent ( 5 %). Pending final determination of cost to the Contractor for Owner of changes in the Work Work, amounts not in the dispute may be included as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) Subparagraph 7.3.7 of the amount General Conditions even though the Contract Sum has not yet been adjusted by Change Order; 5.6.2 Add that portion of the Application until Final Completion of Contract Sum properly allocable to materials and equipment delivered and suitably stored at the Work. The amount of the retainage may be reduced, site for subsequent incorporation in the sole discretion of completed construction (or, if approved in advance by the Owner, after suitably stored off the Work is fifty Site at a location agreed upon in writing), less retainage of five percent completed. Within 30 days after (5 %); 5.6.3 Subtract the submittal aggregate of previous payments made by the Application to the Architect, the Owner shall pay to the Contractor such Owner; and 5.6.4 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having has withheld or nullified a prior sequence, Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to ninety-five percent (95 %) of the Contract DocumentsSum, less such amounts as the Owner shall determine for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in place and is approvedaccordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows:

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on 10.1.1 On the fifteenth (15th) last day of each monthmonth after the Construction Phase has commenced, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by to the Owner or Architect. The issuance of an Application for Payment constitutes a representation by consisting of the Contractor to the Owner that the Work has progressed to the point indicated; that the quality Cost of the Work is in accordance with performed up to the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions last day of the WCC General Conditionscurrent month, including the cost of material stored on the site or at other locations approved by the Owner, along with a proportionate share of the Contractor's Fee. Each progress payment shall cover Prior to submission of the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each next Application for Payment, ten percent (10%) the Contractor shall furnish to the Owner a statement accounting for the disbursement of funds received under the amount of the Application until Final Completion of the Workprevious Application. The amount extent of such statement shall be as agreed upon between the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Owner and Contractor. 10.1.2 Within 30 twenty (20) days after the submittal receipt of the each monthly Application to the Architectfor Payment, the Owner shall pay directly to the Contractor such amountsthe appropriate amount for which Application for Payment is made, if any, certified less amounts previously paid by the Architect and approved Owner. 10.1.3 If the Owner fails to pay the Contractor at the time payment of any amount becomes due, then the Contractor may, at any time thereafter, upon serving written notice that the Work will be stopped within five (5) days after receipt of the notice by the Owner, less and after such five (5) day period, stop the retained percentage. Work until payment of the amount owing has been received. 10.1.4 Payments due but unpaid shall bear interest at the rate the Owner is paying on its construction loan or at the current "prime rate" whichever is higher. 10.1.5 The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment, whether incorporated in the Project or not, will pass to the Owner may defer processing upon receipt of such payment by the Contractor free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to as "liens." 10.1.6 The Owner's progress payments until work having a prior sequencepayment, as provided occupancy or use of the Project, whether in whole or in part, shall not be deemed an acceptance of any Work not conforming to the requirements of the Contract Documents, is in place and is approved.

Progress Payments. Progress payments Prior to submitting the first Application for Payment, the Contractor shall be made on provide a thirty (30) day cycle on Schedule of Values satisfactory to the fifteenth (15th) Owner, consisting of a breakdown of the Contract Price. 9.2.1 On or before the 30th day of each monthmonth after the Work has commenced, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the an Application and issue a Certificate for Payment in accordance with the provisions Schedule of Values based upon the WCC General Conditions. Each progress Work completed and materials stored on the Project site or at other locations approved by the Owner. 9.2.2 Within fifteen (15) business days after receipt of each monthly Application for Payment and upon Contractor’s complying with all Owner’s senior secured lender’s commercially reasonable payment requirements, including delivery of signed lien waivers, the Owner (or as otherwise required by Owner’s senior secured lender) shall cover the amount due pay directly to the Contractor the appropriate amount for which Application for Payment is made, less amounts previously paid by the Owner less any retainage. 9.2.3 If the Owner fails to pay the Contractor at the time payment of any amount becomes due, then the Contractor may, at any time thereafter, upon serving written notice that the Work will be stopped within five (5) days after receipt of the notice by the Owner, and after such five (5) day period, stop the Work until payment of the amount owing has been received. 9.2.4 Payments due but unpaid shall bear interest at the same interest rate the Owner is paying on its construction loan or at the current “prime rate” as provided announced in the WCC General Conditions; providedWall Street Journal, howeverwhichever is higher, there shall be retained from each plus two points. 9.2.5 The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment, ten percent (10%) whether incorporated in the Project or not, will pass to the Owner upon receipt of such payment by the Contractor free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to as “liens.” 9.2.6 The Owner’s progress payment, occupancy or use of the amount Project, whether in whole or in part, shall not be deemed an acceptance of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the any Work is fifty percent completed. Within 30 days after the submittal of the Application not conforming to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing requirements of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved.

Progress Payments. Progress payments Prior to submitting the first Application for Payment, the Contractor shall be made on provide a thirty (30) day cycle on Schedule of Values satisfactory to the fifteenth (15th) Owner, consisting of a breakdown of the Contract Price, with a separate line for Design Services. 9.2.1 On or before the 30th day of each monthmonth after the Work has commenced, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the an Application and issue a Certificate for Payment in accordance with the provisions Schedule of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for Values based upon the Work as provided in completed and materials stored on the WCC General Conditions; provided, however, there shall be retained from site or at other locations approved by the Owner. 9.2.2 Within fifteen (15) days after receipt of each monthly Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay directly to the Contractor such amountsthe appropriate amount for which Application for Payment is made, if any, certified less amounts previously paid by the Architect and approved Owner. 9.2.3 If the Owner fails to pay the Contractor at the time payment of any amount becomes due, then the Contractor may, at any time thereafter, upon serving written notice that the Work will be stopped within five (5) days after receipt of the notice by the Owner, less and after such five (5) day period, stop the retained percentage. Work until payment of the amount owing has been received. 9.2.4 Payments due but unpaid shall bear interest at the rate the Owner is paying on its construction loan or at the current “prime rate” of bank, whichever is higher, plus two points. 9.2.5 The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an Application for Payment, whether incorporated in the Project or not, will pass to the Owner may defer processing upon receipt of such payment by the Contractor free and clear of all liens, claims, security interests or encumbrances, hereinafter referred to as “liens.” 9.2.6 The Owner’s progress payments until work having a prior sequencepayment, as provided occupancy or use of the Project, whether in whole or in part, shall not be deemed an acceptance of any Work not conforming to the requirements of the Contract Documents, is in place and is approved.

Progress Payments. Progress § 5.1.1 Based upon Applications for Payment properly submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the « »tenth day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the « »last day of the « »same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a by the Owner not later than « » ( « » )thirty (30) day cycle on days after the fifteenth (15th) day Architect receives the Application for Payment. ubm ntractWor itted by the Documents. The k. The schedule of each month, or, if y as the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Architect may schehe C § 5.1.4 Each Application for Payment shall be based upon on the most recent schedule of values submitted s Contractor and approved in writing by the Contractor Architect and Owner in accordance with the Co schedule of values shall allocate the entire Contract Documents and Sum among the various portions of the values shall be accompanied prepared in such form and supported by a properly completed sworn statement from Contractorsuch data to substantiate its accurac require. This schedule, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required unless objected to by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to ,and the Owner that the Work has progressed to the point indicated; that the quality of the Work is may require. This approved in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified writing by the Architect and the Owner shall be used as a basis for reviewing t Applications for Payment. dule when ontractor’s § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the approved schedule of values, less ( « » %). Pending final determination of cost to the Owner of changes in the dispute shall be included as provided in Section 7.3.9 of AIA Document A201™–2007, General Conditions of the Contract for Constructiondetermined in accordance with Wisconsin Statutes Sec.66.0901(9)(b); .2 The owner may Aadd that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less the retained percentage. The Owner may defer processing retainage of progress payments until work having a prior sequence, « » percent ( « » %)as provided stated in the Contract Documents, is in place and is approved.5.16.1;

Progress Payments. Progress payments ‌ 7.1 Each project-specific Job Order shall be invoiced and paid separately. Payments on account of the project-specific Job Order Contract Price will be made monthly as Work progresses, as evidenced by the percent complete identified in the Schedule of Values, as submitted with each Payment Application. Payment Applications, covering labor, material, equipment, supplies, and other items completed, delivered or suitably stored on site during a thirty (30) day cycle period ending on the fifteenth (15th) last calendar day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon submitted to the schedule of values submitted DP and the Owner by the Contractor in accordance with on the Contract Documents and Owner’s Contractor Payment Application Form (FS #11) within five (5) days after end of the period. Payment Applications shall be accompanied notarized, shall be supported by a properly completed sworn statement from such data substantiating the Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents 's right to payment as may be required by the Owner or Architectthe DP may require, and reflect retainage, if any, as is provided. All payments shall be subject to any offset or retainage provisions of the Contract. 7.2 Each payment made to the Contractor shall be on account of the total amount payable to the Contractor, and title to all Work covered by a paid partial payment shall thereupon pass to the Owner. Nothing in this section shall be construed as relieving the Contractor from the sole responsibility for care and protection of materials and Work upon which payments have been made, for restoration of any damaged Work, or as a waiver of the right of the Owner to require fulfillment of all terms of Contract Documents. 7.3 The Design Professional, within seven (7) days after receipt of Contractor application for progress payment, and no later, will either issue to Owner (a) a certificate of approval for payment of such amount as is invoiced in the payment application, or (b) specific written findings setting forth those items in detail in the estimate of the Work in the pay application that are not approved for payment under the contract. All items in the payment application not made the subject of the written detailed finding of the Design Professional on non-approval shall be deemed approved. 7.4 The issuance of an Application a Certificate for Payment constitutes will constitute a representation by the Contractor DP to the Owner Owner, based on DP’s observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in his certificate); and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue However, by issuing a Certificate of Payment, the DP shall not thereby be deemed to represent that the DP has made any examination to ascertain how or for what purpose the Contractor has used the monies previously paid on account of the Contract Price. 7.5 Payment may be withheld in accordance whole or in part to protect the Owner on account of: a) Unsatisfactory job progress as determined by the Owner. b) Defective Work or materials not remedied. c) Disputed Work or materials. d) Claims or other encumbrances filed or reasonable evidence indicating probable filing of claims or other encumbrances by Subcontractors or Suppliers, or others. e) Failure of the Contractor to make payment to Subcontractors or Suppliers within seven (7) days after receipt of each progress payment. f) A reasonable doubt as determined by the Owner that the Work can be completed for the unpaid balance of the Contract Price or within the Contract Time. g) The Contractor's failure to perform any of its contractual obligations under the Contractor Documents, or any other agreement with the provisions Owner. h) Deficiencies or claims asserted by Owner against Contractor arising from any other project. 7.6 Within fourteen (14) days following the receipt of the WCC General Conditions. Each progress Design Professional certificate of approval for payment shall cover and the amount due to the Contractor for the Work as provided in the WCC General Conditions; providedwritten detailed findings of items not approved, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architectif any, the Owner shall pay the amount due on the progress payment application to the Contractor. 7.7 Within sixty (60) calendar days after the issuance of the Certificate of Final Completion and receipt by Owner of all other documents required from Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is all amounts shall be paid to Contractor as part of Final Payment provided however; a) the Final Payment shall not become due from Owner until the Contractor delivers to the Owner all items per Section 8.2.2 requirements, including full and final unconditional releases in place statutory form from all Subcontractors and is approvedmajor Suppliers acknowledging their having received payment in full. Any claim filed thereafter shall be the responsibility of the Contractor, and b) if any claim does remain unsatisfied after all payments are made by Owner, the Contractor shall immediately upon demand refund to the Owner all monies that the latter may be compelled to pay in discharging such unsatisfied claim including all costs, interest and attorneys’ fees. 7.8 Payment for on-site and off-site materials. Progress Payment shall be made when due to Contractor on account of materials and equipment delivered and suitably stored at the Site for subsequent incorporation in the Work. Payment may be similarly made to Contractor for materials and equipment suitably stored off the Site, conditioned upon the Contractor furnishing satisfactory evidence to the Owner that (a) title to the materials and equipment will pass to the Owner upon payment for same; and (b) there are no claims of third parties; and (c) the materials and equipment are adequately insured for full replacement value plus delivery; and (d) such other matters as the Owner may reasonably request in order to protect its interests. 7.9 The Contractor warrants that title to all construction work included in an Application for Progress Payment shall pass to the Owner no later than the time of payment therefore. The Contractor further warrants and represents to Owner that upon submittal of an Application for Payment, all construction work for which Applications for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, its Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. 7.10

Progress Payments. Progress § 11.1 Based upon AIA applications for payment, consisting of both an AIA G702 and G703, and per process outlined within “Exhibit A”, submitted to the Contractor by the Subcontractor, corresponding to applications for payment submitted by the Contractor to the Architect, and certificates for payment issued by the Architect, the Contractor shall make progress payments on account of the Subcontract Sum to the Subcontractor as provided below and elsewhere in the Subcontract Documents. Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor and Subcontractor for Work properly performed by their contractors and suppliers shall be held by the Contractor and Subcontractor for those contractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor or Subcontractor for which payment was made on to the Contractor by the Owner or to the Subcontractor by the Contractor, as applicable. Nothing contained herein shall require money to be placed in a thirty (30) day cycle separate account and not commingled with money of the § 11.2 The period covered by each application for payment shall be one calendar month ending on the fifteenth (15th) last day of each the month. § 11.3 Provided an application for payment is received by the Contractor not later than the 25th day of a month, orthe Contractor shall include the Subcontractor’s Work covered by that application in the next application for payment which the Contractor is entitled to submit to the Architect. The Contractor shall pay the Subcontractor each progress payment no later than ten working days after the Contractor receives payment from the Owner. If the Architect does not issue a certificate for payment or the Contractor does not receive payment for any cause which is not the fault of the Subcontractor, if the 15th day falls on a weekend or holidayContractor shall pay the Subcontractor, on demand, a progress payment computed as provided in Sections 11.7, 11.8 and 11.9. § 11.4 If the first business day thereafter. Subcontractor’s application for payment is received by the Contractor after the application date fixed above, the Subcontractor’s Work covered by it shall be included by the Contractor in the next application for payment submitted to the Architect. § 11.5 The Subcontractor shall submit Applications to the Contractor a schedule of values prior to submitting the Subcontractor’s first Application for Payment in accordance with Article 9 of the WCC General ConditionsPayment. Each Application subsequent application for Payment payment shall be based upon the most recent schedule of values submitted by the Contractor Subcontractor in accordance with the Contract Documents Subcontract Documents. The schedule of values shall allocate the entire Subcontract Sum among the various portions of the Subcontractor’s Work and be prepared in such form and supported by such data to substantiate its accuracy as the Contractor may require. This schedule, unless objected to by the Contractor, shall be accompanied by used as a properly completed sworn statement from Contractor, each basis for reviewing the Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required ’s applications for payment. § 11.6 Applications for payment submitted by the Owner or Architect. The issuance Subcontractor shall indicate the percentage of an Application for Payment constitutes a representation completion of each portion of the Subcontractor’s Work as of the end of the period covered by the Contractor application for payment. § 11.7 Subject to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each Subcontract Documents, the amount of each progress payment shall cover be computed as set forth in the amount due sections below. § 11.7.1 Take that portion of the Subcontract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Subcontractor’s Work by the share of the total Subcontract Sum allocated to that portion of the Subcontractor’s Work in the schedule of values, less that percentage actually retained, if any, from payments to the Contractor for on account of the Work as of the Subcontractor. Pending final determination of cost to the Contractor of changes in the Work that have been properly authorized by the Contractor, amounts not in dispute shall be included to the same extent provided in the WCC General Conditions; providedPrime Contract, however, there shall be retained from each Application for Payment, ten percent (10%) even though the Subcontract Sum has not yet been adjusted; § 11.7.2 Add that portion of the amount of Subcontract Sum properly allocable to materials and equipment delivered and suitably stored at the Application until Final Completion of site by the Work. The amount of the retainage may be reduced, Subcontractor for subsequent incorporation in the sole discretion Subcontractor’s Work or, if approved by the Contractor, suitably stored off the site at a location agreed upon in writing, less the same percentage retainage required by the Prime Contract to be applied to such materials and equipment in the Contractor’s application for payment; § 11.7.3 Subtract the aggregate of previous payments made by the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such Contractor; and § 11.7.4 Subtract amounts, if any, certified calculated under Section 11.7.1 or 11.7.2 that are related to Work of the Subcontractor for which the Architect has withheld or nullified, in whole or in part, a certificate of payment for a cause that is the fault of the Subcontractor. § 11.8 Upon the partial or entire disapproval by the Architect and approved by Contractor of the OwnerSubcontractor’s application for payment, less the retained percentageContractor shall provide written notice to the Subcontractor. The Owner may defer processing of progress payments until work having a prior sequenceWhen the basis for the disapproval has been remedied, as provided in the Contract Documents, is in place and is approvedSubcontractor shall be paid the amounts withheld.

Progress Payments. Progress payments 8.1.1 Applications for payment and supporting information required by the Contract for Construction shall be made submitted in detail sufficient for an audit thereof in accordance with Owner’s policies on a the subject in effect at the time. The first application for payment shall be submitted no earlier than thirty (30) day cycle days after the Commencement Date. Contractor’s applications for payment shall be completed, duly executed and notarized. 8.1.2 Prior to commencement of the Work, Contractor shall submit to Owner and Professional, for their review, a detailed schedule of values in C.S.I. format, listing the major elements of the Work and the dollar value for each element and, if required by Owner, broken down further into the major elements of the Work to be completed during the various phases of the Work. That schedule of values shall be used as the basis for Contractor’s monthly applications for payment thereafter. The schedule of values shall be updated for the current month Change Orders and submitted each month to Owner and Professional along with Contractor’s application for payment. 8.1.3 If payment is requested on the fifteenth basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the Project Site, the application for payment shall also be accompanied by a ▇▇▇▇ of sale, invoice or other documentation warranting that Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner’s interest therein, all of which shall be subject to Owner’s satisfaction. Owner has the discretion whether or not to pay for such unincorporated materials. 8.1.4 Contractor shall submit electronic copies of its notarized monthly application for payment to Owner and Professional on or before the twenty-fifth (15th25th) day of each month for Work performed during the previous month. Invoices received after the twenty-fifth (25th) day of each month shall be considered for payment as part of the next month’s application. Within seven (7) days after receipt of each application for payment, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor Professional shall submit Applications to Owner a Certificate for Payment in accordance with Article 9 the amount recommended by Professional as being due and owing Contractor. Owner shall pay Contractor that portion of the WCC General Conditions. Each Application amount certified in Professional’s Certificate for Payment which Owner approves as being due and owing Contractor within thirty (30) days of Owner’s receipt of the Certificate for Payment. 8.1.5 Owner shall retain ten percent (10%) of that portion of the gross amount of each monthly payment request certified by Professional and approved by Owner for payment, until fifty percent (50%) completion of the Work. Upon fifty percent (50%) completion of the Work, the amount of retainage thereafter withheld by Owner from subsequent payments shall be based upon reduced to five percent (5%) of that portion of the schedule gross amount of values submitted each monthly payment request certified by Professional and approved by Owner for payment. No retainage shall be held on bond or insurance. Also, after fifty percent (50%) completion of the Work has been achieved, and to the extent required by Section 255.078, Fla. Stat., Contractor may request in its next monthly application for payment release of up to one-half (1/2) of the retainage theretofore withheld by Owner prior to said fifty percent (50%) of the Work being completed. Owner reserves the right, at its sole discretion, to further reduce or release any portion of such retainage prior to final payment; provided, however, nothing in this Subsection 8.1.5 shall preclude or limit Owner’s right to withhold payment as otherwise permitted by the Contractor in accordance with terms of the Contract Documents and or as permitted by law. Further, any reduction or release of retainage, or portion thereof shall not be a waiver of (a) any of Owner’s rights to retainage in connection with other payments to Contractor, or (b) any other right or remedy that Owner has under the Contract Documents, at law or in equity. 8.1.6 Payments to Contractor, whether progress or final, shall in no way imply approval or acceptance of Contractor’s Work. 8.1.7 Each application for payment shall be accompanied by a properly completed sworn statement from Contractorby: (a) duly executed and notarized (i) Waiver and Release of Liens in form acceptable to Owner and complying with Applicable Laws, and (ii) Waiver of Right to Claim Against the Payment Bond (Progress Payment) in form acceptable to Owner and complying with Applicable Laws, each Subcontractorshowing that all materials, labor, equipment and each Sub-Subcontractor other bills associated with that portion of any the Work for which payment has been requested have been paid in full through the previous month’s application for payment, from Contractor and all first tier whose subcontract exceeds $2,000.00subcontractors and suppliers and all subcontractors and suppliers that have delivered a Notice to Owner; provided, however, Owner, in its sole discretion, may require such Waiver and such other supporting documents Release of Liens and Waivers of Right to Claim Against the Payment Bond (Progress Payment) from all lower tier subcontractors and suppliers and, if so required Contractor shall, as may be a condition precedent to payment provide same; (b) updated schedule(s) required by the Contract Documents, (c) a written consent from the surety for the payment being requested; and (d) such other information, documentation, and materials as Owner or ArchitectProfessional may reasonably require. The issuance Owner shall not be required to make payment until and unless these affidavits, waivers, reports and other information, documentation and materials are furnished by Contractor. Further, if Contractor is withholding any portion of an Application a payment to any subcontractor or supplier for Payment constitutes any labor, services, or materials for which Owner has paid Contractor, Contractor shall refund such money to Owner. 8.1.8 Applications for payment shall not include requests for payment for portions of the Work for which Contractor does not intend to pay a subcontractor or supplier, unless such Work has been performed by others whom Contractor intends to pay. 8.1.9 In addition to all other materials and information required by the Contract Documents, each application for payment shall constitute a certification and representation by the Contractor to Owner that: (a) the Owner that the Work construction has progressed to the point indicated; that (b) the quality of the Work covered by the application is in accordance with the Contract Documents; (c) there are no liens or claims outstanding or known to exist at the date of the application for payment; (d) all due and that payable bills with respect to the Work have been paid to date or included in the amount requested in the current application, and there is no known basis for the filing of any construction liens or claims or any other lien or claim on the Work; (e) duly executed waivers and releases have been obtained from all subcontractors and suppliers for work done and materials furnished through the date of payment; (f) Contractor is entitled to payment in the amount certified. The Architect shall review requested; (g) such application for payment represents a just estimate of cost reimbursable to Contractor under the Application and issue a Certificate for Payment in accordance with the provisions terms of the WCC General Conditions. Each progress Contract Documents, and (h) such application for payment shall cover has not been front-end-loaded either by Contractor or by any of its subcontractors or suppliers (including placing a value on a line item that is in excess of its cost, increasing unit prices on early completed items while decreasing unit prices on later completed ones, and/or inflating the amount due percentage of completion on line items). 8.1.10 Contractor warrants that title to all Work covered by an application for payment will pass to Owner no later than the Contractor time of payment unless later passage of title is expressly provided for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided elsewhere in the Contract Documents. Contractor further warrants that upon submittal of an application for payment all Work for which Certificates for Payment have been previously issued and payments received from Owner shall, is to the best of Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in place favor of Contractor, subcontractors, suppliers, or other persons or entities making a claim by reason of having provided labor, materials and is approvedequipment relating to the Work.

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor due in accordance with the project milestone completion schedule for the building and upon presentment to the Association. a) Schedule: i. An initial deposit of 50% of the Contract Documents and Amount ($211,658.00) shall be accompanied due upon execution of this Agreement. ii. A payment in the amount of $84,400.00 of the Contract Sum shall be due and payable upon commencement of the work. iii. A payment in the amount of $84,900.00 the Contract Sum shall be due and payable upon completion of 80% of the units in the Association. iv. The final payment of $42,358.00 of the Contract Price shall be due and payable in accordance with Section 6 below. b. The Contractor shall submit its Applications for Payment at the appropriate Project Milestones. The form of such payment requests shall be a notarized AIA Document G702, "Application and Certification for Payment" supported by AIA Document G703, "Continuation Sheet". As a properly completed condition of each progress payment, Contractor shall submit with each Payment Application a sworn statement and certified progress payment affidavit which recites that all laborers, material suppliers and subcontractors dealing with the Contractor have been paid in full up through the date of the affidavit, releases of lien from any lienors serving a Notice to Owner to Association prior to such payment and evidence of proof of payment of any indebtedness incurred with respect to the Work of Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by Association together with evidence that all Work has been performed as required pursuant to the Owner or ArchitectContract Documents up to the time of the request for payment. The issuance Any reasonable objections to Work performed shall be given, in writing, to Contractor within fifteen (15) days from the Association’s receipt of an the Application for Payment constitutes a representation by the and payment shall be tendered to Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certifiedsaid fifteen (15) day period for any undisputed amounts. The Architect Association shall review the timely pay Contractor all undisputed amounts due under a given Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, this paragraph and will only withhold those disputed amounts as authorized by this Contract. The Association will withhold a ten percent (10%) percent retainage from all payments made to Contractor, including the value of the amount of the Application until Final Completion change order portions of the Work, in order to secure completion of all Punch List items of Work and other obligations pursuant to the Contract for the Work. The amount However, retainage shall not be withheld on the initial deposit. Payment of the retainage may shall be reduced, paid in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedaccordance with Article 6.

Progress Payments. Progress § 12.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 12.1.3 The Contractor shall prepare each Application for Payment by estimating the Work complete through the end of the month as a percentage for each line item. Provided that an Application for Payment is received by the Architect not later than the «Twenty-fifth (25) » day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the «Fifteenth (15) » day of the «following » month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made on a thirty by the Owner not later than «Twenty » ( «20» ) days after the Architect receives the Application for Payment. § 12.1.4 Application and Certificate for Payment” and “Continuation Sheet” (30AIA Document G702 and G703) day cycle on shown as Schedule B, shall serve as the fifteenth (15th) day of job cost breakdown and shall be documents from which Contractor shall be paid each month. The documentation submitted with each monthly Payment Application for payment by Owner will be limited to the following: a) AIA G702 and AIA G703, orb) Unconditional Lien Waiver from Contractor for previous month’s payment, if the 15th day falls on a weekend or holidayc) Conditional Lien Waiver from Contractor for current month’s payment, on the first business day thereafter. Contractor shall submit Applications d) Unconditional Lien Waivers from subcontractors for Payment in accordance with Article 9 of the WCC General Conditions. previous month’s payment. § 12.1.5 Each Application for Payment shall be based upon on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectDocuments. The issuance schedule of an Application for Payment constitutes a representation by values shall allocate the Contractor to entire Guaranteed Maximum Price among: (1) the Owner that the Work has progressed to the point indicated; that the quality various portions of the Work is Work; (2) any contingency for costs that are included in accordance with the Contract DocumentsGuaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and that (3) the Contractor is entitled to payment in Contractor’s Fee. § 12.1.5.1 The schedule of values shall used as the amount certified. The Architect shall review sole basis for reviewing the Contractor’s Application and issue a Certificate for Payment in accordance with 7.1.10. Each monthly application will be based on a percentage completed of each line item on the provisions Schedule of Values attached as Schedule B. The Contractor shall distribute a “Pencil Pay App” to the Owner and Architect prior to an on-site meeting on or about the 25th day of the WCC General Conditionsmonth. Each progress payment Any and all adjustments shall cover be mutually agreed upon a the amount due “Pencil Pay App” meeting on-site, after which contractor shall finalize, notarize, and send the final monthly Application for Payment to the Contractor Architect for approval. § 12.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 12.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work as provided of each individual line item in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) schedule of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedvalues.

Progress Payments. Progress payments 5.1.1 The Design/Builder shall be made on a thirty (30) day cycle on deliver to the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Owner itemized Applications for Payment in accordance with such detail as indicated in this Article 9 and Article 12.. 5.1.2 Within 15 days of the WCC General ConditionsOwner's receipt of a properly submitted and correct Application for Payment, the Owner shall make payment to the Design/Builder, unless any item or items are disputed by the Owner, based upon recommendations of a qualified architect or engineer. Each If disputed, Owner shall notify Design/Builder of the dispute, in writing, within the fifteen (15) day period, and shall only withhold the disputed portion of the payment. Unless disputed, the amount paid shall be the amount of the request, less retainage pursuant to paragraph 5.1.8. 5.1.3 The Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents constitute and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes contain a representation by the Contractor Design/Builder and its architect to the Owner that that, to the Work best of their knowledge, information and belief, the construction has progressed processed to the point indicatedindicated by percentage of completion on the Application, by Phase and by total Project; that the quality workmanship and materials of the Work covered by the Application is in accordance with the Contract Documents; and that the Contractor Design/Builder is entitled to payment in the amount certifiedrequested; and, the Design/Builder has made payment , or upon full receipt of funds, will make payment to its contractors, subcontractors and suppliers as required herein. The Architect shall review the Application and issue a Certificate Applications for Payment shall be submitted on the first day of each month and may only be submitted once per month. Any Application received after the first day of the month shall be considered in the next month. 5.1.4 The Design/Builder shall pay each contractor and supplier, upon receipt of payment from the Owner, less retainage, out of the amount paid to the Design/Builder on account of such contractor's work, the amount which said contractor or supplier is entitled in accordance with the provisions terms of the WCC General ConditionsDesign/Builder's contract with such contractor or supplier. Each The Design/Builder shall, by appropriate agreement with each contractor, require each contractor to make payments to their subcontractors or suppliers in a similar manner. 5.1.5 The Owner shall have no obligation to pay or to be responsible in any way for payment to a contractor or supplier of the Design/Builder. 5.1.6 No progress payment or partial or entire use or occupancy of the Project by the Owner shall cover constitute an acceptance of Work not in accordance with the Contract Documents. 5.1.7 The Design/Builder warrants that: (1) title to Work, materials and equipment covered by an Application for Payment will pass to the Owner either by incorporation in construction or upon receipt of payment by the Design/Builder, whichever occurs last; (2) Work, materials and equipment covered by previous Applications for Payment are free and clear of liens, claims security interests or encumbrances, hereinafter referred to as "liens", provided that liens may be allowed if Design/Builder provides Owner with a bond or other security acceptable to Owner for one and one-half (11/2) times the amount due of the lien, in the event that the Design/Builder desires to contest any such lien; and (3) no Work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor Design/Builder, or any other person performing work at the site or furnishing materials or equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Design/Builder or such other person. 5.1.8 Owner shall have the right to withhold payment of up to Ten Percent (10%) of any amounts requested for labor or services in the Application for Payment by Design/Builder, to be held by Owner to assure completion of all the Work. Within 30 days following the date of Completion of the Work, the Design/Builder may apply for the release of retained amounts. If the Design/Builder has satisfied the requirements of Paragraph 5.2.1 and any other requirements of this Part 2, Owner, upon receipt of such Application, shall pay the Design/Builder the amount retained, if any, for the Work as provided less the reasonable value of incorrect or incomplete Work, which withheld sum shall be paid upon correction or completion of such Work. The retainage may, in the WCC General Conditions; providedOwner's discretion, howeverbe used as an offset by Owner against any amounts otherwise owed by Design/Builder. Owner shall reduce the retention amount to five percent (5%) upon receipt of a certificate from Design/Builder and its architect that the Project is at least fifty percent (50%) completed, there is within budget and on schedule, and that no default exists at the time of payment. 5.1.9 Owner may, if Owner deems it necessary, make payment to Design/Builder by joint checks payable to Design/Builder and/or its contractors or suppliers. 5.1.10 Design/Builder shall be retained from have the right to stop the construction of the Work if Owner is in default or its payment obligations under this Part 2, or, in the event Owner is unable to reasonably satisfy Design/Builder of its financial ability to fund the Project in accordance with paragraph 3.6. 5.1.11 With each Application for Payment, ten percent (10%) of the amount of Design/Builder shall provide unconditional lien waivers from itself & each subcontractor/material supplier covering the previous Application until Final Completion of and a conditional lien waiver from the Work. The amount of Design/Builder which covers the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedcurrent Application.

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on 10.1.1. Once each month after the fifteenth (15th) day of each monthConstruction Phase has commenced, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by to the Owner or Architect. The issuance of an Application for Payment constitutes a representation by consisting of the Contractor to the Owner that the Work has progressed to the point indicated; that the quality Cost of the Work is in accordance performed up to the 25th day of the month, including the cost of material stored on the site per Sub-Paragraph 10.1.8 below, or at other locations approved by the Owner, along with a proportionate share of the Contract Documents; and that the Contractor is entitled to payment in the amount certifiedContractor’s Fee. The Architect shall review the Application and issue a Certificate form for Payment in accordance with the provisions of the WCC General Conditions. Each progress application for payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, AIA 10.1.2. The Owner will retain ten percent (10%) of the amount on each Payment Request provided, however, that when fifty percent (50%) of the Application until Final Completion construction has been completed by the Contractor and upon request of the WorkContractor, the Owner will reduce the amount retained to five percent (5%) from Contractor’s subsequent Payment Requests, if the Contractor‘s performance has been satisfactory and no other claims or cause for continued full retention between the Contractor and the Owner exist. The amount If at any time the Owner determines that satisfactory progress is not being made or that new claims or causes have arisen, ten percent retention will be reinstated immediately and retroactively for all progress payments made under the Contract. No reduction in retention shall be made without the written consent of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completedSurety. 10.1.3. Within 30 thirty (30) days after the submittal receipt of the each monthly Application to the Architectfor Payment, or such shorter period as required by statute, the Owner shall pay directly to the Contractor such amountsthe appropriate amount for which Application for Payment is made, if any, certified less amounts previously paid by the Architect Owner and approved required retention. As required by A.R.S. 10.1.4. The Contractor warrants and guarantees the title to all Work, materials and equipment covered by an Application for Payment, whether incorporated in the Project or not, will pass to the Owner upon receipt of such payment by the OwnerContractor free and clear of all liens, less the retained percentageclaims, security interests or encumbrances, hereinafter referred to as “liens.” 10.1.5. The Owner may defer processing Owner’s progress payment, occupancy or use of progress payments until work having a prior sequencethe Project, whether in whole or in part, shall not be deemed as provided in acceptance of any Work not conforming to the requirements of the “Contract Documents, is in place and is approved”.

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit § 5.1.1 Based upon Applications for Payment in accordance with Article 9 submitted to the Owner by the Design-Builder, the Owner shall make progress payments on account of the WCC General Conditions. Each Contract Sum to the Design-Builder as provided below and elsewhere in the Design-Build Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. § 5.1.3 Provided that a complete and approved Application for Payment is received by the Owner not later than the 25th day of a month, the Owner shall make payment of the certified amount to the Design-Builder not later than the 25th day of the next month. If an Application for Payment is received by the Owner after the application date fixed above, payment shall be made by the Owner not later than thirty (30) days after the Owner receives the complete and approved Application for Payment. § 5.1.4 [Intentionally Omitted] § 5.1.5 With each Application for Payment where the Contract Sum is based upon a Stipulated Sum or Cost of the Work with a Guaranteed Maximum Price, the Design-Builder shall submit the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each SubDesign-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectBuild Documents. The issuance schedule of an Application for Payment constitutes a representation by values shall allocate the Contractor to entire Contract Sum among the Owner that the Work has progressed to the point indicated; that the quality various portions of the Work is and shall provide separate values for construction photographs and as-builts. § 5.1.6 In taking action on the Design-Builder’s Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not be required to or deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections 5.1.4 or 5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance Design-Builder has used § 5.1.7 Except with the provisions of Owner’s prior approval, the WCC General Conditions. Each progress payment Design-Builder shall cover not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the amount due to site, or, with the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion agreement of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, stored at a bonded and licensed facility where the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved.can reasonably visually verify or receive other

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit 12.1 Based upon Applications for Payment in accordance with Article 9 of submitted to the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted Architect by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application Certificates for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified issued by the Architect and approved by the Owner, less the retained percentageOwner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. The Owner may defer processing shall approve of progress payments until work having a prior sequenceall Certificates for Payment which meet all of the requirements of the Contract. The Architect and the Owner are obligated to approve or disapprove of each Application for Payment no later than the fifteenth (15th) day following the submission by the Contractor of such Application for Payment. 12.2 The period covered by each Application for Payment shall be one (1) month ending on the last day of the month, or as follows: 12.3 Provided an Application for Payment is received and approved, as provided in Paragraph 12.1 above, not later than the Contract Documentsfifteenth (15th) day of a month, the Owner shall make payment to the Contractor not later than the tenth (10th) day of the following month. If an Application for Payment is in place received by the Architect after the application date fixed above, payment shall be made by the Owner not later than thirty (30) days after the Application for Payment is so received and is approved. 12.4 With each Application for Payment, the Contractor shall prepare and submit partial lien waivers and any other evidence (such as payrolls, pet▇▇ ▇▇sh accounts, receipted invoices or invoices with check vouchers attached) required by the Owner, the lender providing interim construction financing for the Project ("Owner's Lender"), the Architect or American Realty Corporation ("ARS") to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less

Progress Payments. Progress 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 5.3 Provided an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment to the Contractor not later than the 10th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a thirty (30) day cycle on by the fifteenth (15th) day of each month, or, if Owner not later than 45 days after the 15th day falls on a weekend or holiday, on Architect receives the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. 5.4 Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectDocuments. The issuance schedule of an Application for Payment constitutes a representation by values shall allocate the Contractor to entire Contract Sum among the Owner that the Work has progressed to the point indicated; that the quality various portions of the Work is and be prepared in accordance with such form and supported by such data to substantiate its accuracy as the Contract Documents; and that Architect may require. This Schedule, unless objected to by the Contractor is entitled to payment in Architect, shall be used as a basis for reviewing the amount certified. The Architect Contractor's Applications for Payment. 5.5 Applications for Payment shall review indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application and issue a Certificate for Payment in accordance with Payment. 5.6 Subject to the provisions of the WCC General Conditions. Each Contract Documents, the amount of each progress payment shall cover be computed as follows: 5.6.1 Take that portion of the amount due Contract Sum properly allocable to the Contractor for the completed Work as provided determined by multiplying the 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the WCC General Conditions; providedcompleted construction (or, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, if approved in the sole discretion of advance by the Owner, after suitably stored off the Work is fifty Site at a location agreed upon in writing), less retainage of five percent completed. Within 30 days after (5 %); 5.6.3 Subtract the submittal aggregate of previous payments made by the Application to the Architect, the Owner shall pay to the Contractor such Owner; and 5.6.4 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having has withheld or nullified a prior sequence, Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to ninety-five percent (95 %) of the Contract DocumentsSum, less such amounts as the Architect shall determine for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in place and is approvedaccordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows:

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit § 5.1.1 Based upon Applications for Payment in accordance with Article 9 submitted to the Owner and the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall, subject to the provisions of the WCC General Conditions. Contract Documents, make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. § 5.1.3 The Owner shall make payment of any amounts to become owing by the Owner under the Contract Documents not later than the thirtieth (30th) day following receipt by the Owner of an Application for Payment for which the Architect has issued a Certificate for Payment that has been approved by the Owner. § 5.1.4 Each Application for Payment shall be based upon on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required approved by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by and the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is Architect in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect schedule of values, after approval thereof by the Owner and the Architect, shall review allocate the Application and issue a Certificate for Payment in accordance with entire Contract Sum among the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.5 Applications for Payment shall show and warrant the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.5.1 Each Application for Payment shall be notarized and furnished in triplicate, shall be in the form of AIA Documents G702, “Application and Certificate of Payment,” a copy of which is attached hereto as Attachment II, and where applicable, AIA Document G702A, “Continuation Statement” (or on such other form as may be approved by § 5.1.6 In accordance with Owner’s Standard General Conditions, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.6.1 The amount of each progress payment shall first include: .1 That portion of the retainage may be reduced, Contract Sum properly allocable to completed Work; and .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the sole discretion of completed construction, or, if approved in advance by the Owner, after suitably stored off the Work is fifty percent completed. Within 30 days after site at a location agreed upon in writing. § 5.1.6.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the submittal of the Application to the Architect, the Owner shall pay to the Contractor such Owner; .2 The amounts, if any, certified by for Work that remains uncorrected and for which the Architect and approved or Owner has previously withheld a Certificate for Payment as provided in Article 9 of Owner’s Standard General Conditions; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the OwnerContractor intends to pay; .4 For Work performed or defects discovered since the last payment application, less any amount for which the retained percentage. The Architect or Owner may defer processing withhold payment, or nullify a Certificate of progress payments until work having a prior sequencePayment in whole or in part, as provided in Article 9 of Owner’s Standard General Conditions; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to Substantial Completion of the Contract DocumentsWork, is in place and is approved.the Owner may withhold the following amount, as retainage, from the payment otherwise due:

Progress Payments. Progress Until the Work is fifty (50) percent complete, the Owner will retain ten (10) percent of the amount due the Contractor on account of progress payments. When the contract is fifty (50) percent complete, one-half of the amount retained shall be paid to the Contractor upon the Contractor’s request and receipt of written consent by Contractor’s Surety, provided the Contractor is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. At the time the Work is fifty (50) percent complete and thereafter, five (5) percent of the amount of each progress payment will be retained unless the Engineer or Owner determines that the Contractor is not making satisfactory progress or is in default under the Contract. If the Engineer or Owner determines that the Contractor is not making satisfactory progress or is in default under the Contract, the Owner may continue or reinstate retainage of up to ten (10) percent for all progress payments made under the Contract subsequent to the determination. In addition to the retainage withheld, the Owner may withhold an additional amount from the progress payment sufficient to pay the expenses that the Owner reasonably expects to incur in correcting the deficiency set forth in the written finding. Undisputed portions of progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each paid monthly after an Application for Payment is submitted to the Engineer. The Engineer shall be based upon return the schedule monthly progress payment application to the Contractor with no action if all certified payrolls and statement of values compliance have not been submitted to the Engineer through the ending date of the monthly progress payment application. A progress payment, or partial or entire use or occupancy of the Project by the Contractor Owner shall not constitute acceptance of Work not in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedContract.

Progress Payments. Progress Section 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. Section 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: Section 5.1.3 Provided that an Application for Payment is received by the Architect not later than the twenty-fifth (25th) day of a month, the Owner shall make payment to the Contractor not later than the tenth (10th) day of the next month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a thirty by the Owner not later than fifteen (3015) day cycle on days after the fifteenth (15th) day of each month, or, if Architect receives the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. Section 5.1.4 Each Application for Payment shall be based upon on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents and Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be accompanied prepared in such form and supported by a properly completed sworn statement from Contractorsuch data to substantiate its accuracy as the Architect may require. This schedule, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required unless objected to by the Owner or Architect. The issuance , shall be used as a basis for reviewing the Contractor's Applications for Payment. Section 5.1.5 Applications for Payment shall indicate the percentage of an completion of each portion of the Work as of the end of the period covered by the Application for Payment constitutes a representation Payment. Section 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the Contractor share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of ten percent (10% ). Pending final determination of cost to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment changes in the amount certified. The Architect Work, amounts not in dispute shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work be included as provided in Section 7.3.8 of AIA Document A201-1997; .2 Add that portion of the WCC General Conditions; providedContract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, howeverif approved in advance by the Owner, there shall be retained from each Application for Paymentsuitably stored off the site at a location agreed upon in writing), less retainage of ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved.);

Progress Payments. Progress 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: N/A 5.3 Provided an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment to the Contractor not later than the 10th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a thirty (30) day cycle on by the fifteenth (15th) day of each month, or, if Owner not later than 45 days after the 15th day falls on a weekend or holiday, on Architect receives the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. 5.4 Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectDocuments. The issuance schedule of an Application for Payment constitutes a representation by values shall allocate the Contractor to entire Contract Sum among the Owner that the Work has progressed to the point indicated; that the quality various portions of the Work is and be prepared in accordance with such form and supported by such data to substantiate its accuracy as the Contract Documents; and that Architect may require. This Schedule, unless objected to by the Contractor is entitled to payment in Architect, shall be used as a basis for reviewing the amount certified. The Architect Contractor's Applications for Payment. 5.5 Applications for Payment shall review indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application and issue a Certificate for Payment in accordance with Payment. 5.6 Subject to the provisions of the WCC General Conditions. Each Contract Documents, the amount of each progress payment shall cover be computed as follows: 5.6.1 Take that portion of the amount due Contract Sum properly allocable to the Contractor for the completed Work as provided determined by multiplying the 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the WCC General Conditions; providedcompleted construction (or, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, if approved in the sole discretion of advance by the Owner, after suitably stored off the Work is fifty Site at a location agreed upon in writing), less retainage of five percent completed. Within 30 days after (5 %); 5.6.3 Subtract the submittal aggregate of previous payments made by the Application to the Architect, the Owner shall pay to the Contractor such Owner; and 5.6.4 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having has withheld or nullified a prior sequence, Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to ninety-five percent (95 %) of the Contract DocumentsSum, less such amounts as the Architect shall determine for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in place and is approvedaccordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows:

Progress Payments. Progress a. Owner shall make progress payments shall be made on a thirty account of the Contract Lump Sum Amount to Contractor as follows: (30i) day cycle on On or about the fifteenth (15th) day 1st of each month, orbut in no event later than the 5th day of that month, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall obtain all subcontractors’ and material suppliers estimates of Work completed to date and shall submit Applications to the Owner for Payment in accordance with Article 9 approval an application for payment on account of the WCC General Conditions. portion of Work completed; materials delivered to the Project Site (or stored at some other location agreed upon in writing by the Owner); and the earned pro rata share of the Contractor’s fee and general conditions. (ii) Each Application for Payment shall be based upon the schedule approved Schedule of values submitted by the Contractor Values incorporated in accordance with the Contract Documents and Documents. The Schedule of Values shall (a) allocate the entire Total Contract Lump Sum Amount among the various portions of the Work; (b) shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and prepared in such other supporting documents form as may be required by the Owner or Architect. The issuance may reasonably require; (c) shall be used as a basis for reviewing the Contractor’s Applications for Payment; and (d) shall include a construction status report detailing the percent complete for each item of an Work. (iii) Each Application for Payment constitutes a representation by shall be for an amount equal to an estimate of the Contractor to the Owner that the Work has progressed to the point indicated; that the quality cost of the Work is in accordance with completed; materials delivered to the Contract DocumentsProject Site; the earned pro-rata-share of the Contractor’s fee and general conditions; less Retainage held as described below; and that the Contractor is entitled to payment in the amount certifiedless all previous payments. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions Estimates of the WCC General Conditions. Each progress payment shall cover completed Work are subject to approval of the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, Owner. (iv) Retainage of ten percent (10%) shall be held with respect to all Work until it is completed. Retainage shall be paid to the Contractor at the time of Substantial Completion of the Work, except that portion retained pending the completion of incomplete Work and unsettled claims. Owner may hold an amount equal to one hundred fifty percent (150%) of the value of incomplete Work or unsettled claims. (v) Owner shall provide written Notice to Contractor of any disputed amount included in the Application for Payment within 15 days of receipt of said Application. An Application shall be deemed approved in the event no Notice is provided. (vi) Within twenty (20) days after the submission of each Application for Payment to the Owner the amount as approved shall be due and payable by the Owner to the Contractor in current funds via a check deposited in the mail. There shall be a ten (10) day grace period from due date before interest is calculated. (vii) Contractor may cease Work with no consequences if an approved Application is not paid in full 35 days after submitting said Application. All deadlines imposed on Contractor shall automatically be extended by the number of Days Contractor has ceased Work plus a reasonable period for mobilization, (viii) With each Application for Payment, the Contractor shall furnish the Owner with Lien Waivers from the Contractor, all subcontractors and material suppliers employed with respect to the Work that were paid in the immediately preceding Application for Payment. The Lien Waivers shall be in a form acceptable to the Owner and accompanied by a summary report listing each subcontractor and material supplier, their current subcontract amount, value of completed Work, current lien release amount, and total lien release amount. (ix) With the application for Final Payment the Contractor shall furnish the Owner with Final Lien Waivers from the Contractor, all subcontractors and material suppliers employed with respect to the Work. Final Lien Waivers may be conditioned upon payment. (x) Payments due and unpaid under the Contract shall bear interest from the date payment is due. Interest shall be paid at an annual rate of eighteen (18) percent, compounded monthly. The prevailing party in any litigation involving this Contract shall be entitled to recovery of its legal fees and other costs from the non-prevailing party, in addition to other relief awarded to it. (xi) If a subcontractor or material supplier hired by Contractor or Contractor’s subcontractor files a lien against the project, and provided the Owner is not in default of their obligations under this agreement, the Contractor shall furnish a bond satisfactory to the Owner against such lien. Should the Contractor fail to provide said bond, the Owner may withhold from amounts due to the Contractor an amount equal to two hundred (200) percent of the amount of the Application until Final Completion lien. Alternatively, Contractor may obtain a court order at Contractor’s expense, including the cost of any bond provided to the Workcourt, to remove the lien. The amount of the retainage may be reduced, in the sole discretion of Contractor shall refund to the Owner, after all amounts that the Work is fifty percent completed. Within 30 days after the submittal of the Application Owner may be compelled to pay in discharging such liens, including all costs and attorney’s fees, except to the Architect, extent that the Owner shall lien arises due to Owner’s failure to pay or is otherwise determined to the Contractor such amounts, if any, certified by the Architect and approved by the have been filed due to Owner, less the retained percentage. The Owner may defer processing ’s breach of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved.

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Based upon Applications for Payment in accordance with Article 9 of submitted to the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted Architect by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application Certificates for Payment constitutes a representation issued by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to make progress payments on account of the Contractor such amounts, if any, certified Contract Sum as provided in the Contract Documents for the period ending on the last day of the month as follows: Not later than ninety (90) days following the end of the period covered by the Architect Application for Payment, or as otherwise provided by law, Ninety percent (90%) of the portion of the Contract Sum properly allocable to labor, materials and approved equipment incorporated in the Work and Ninety percent (90%) of the portion of the Contract Sum properly allocable to materials and equipment suitably stored at the site or at some other location agreed upon in writing, for the period covered by the Application for Payment, less the aggregate of previous payments made by the Owner; and upon Substantial Completion of the entire Work, a sum sufficient to increase the total payments to Ninety-Five percent (95%) of the Contract Sum, less such amounts as the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, Architect shall determine for all incomplete Work and unsettled claims as provided in the Contract Documents. The Contractor shall invoice monthly to ▇▇▇▇.▇▇@▇▇▇▇▇.▇▇▇ and shall reference the Owner’s project information management name (“[ ]”) and number ([ ]), respectively. In the event the Contractor is in place unable to transmit documents electronically, the Contractor shall invoice to: Finance and is approvedAdministration Real Estate Development & Facilities ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Use AIA Forms G701-Change Order, G702-Application and Certificate for Payment, G703- Continuation Sheet, G706-Payment Affidavit and G714-2007 Construction Change Directive. All required permits, filings, notifications, etc. must accompany request for the first payment. All payment applications must also be accompanied by partial release and lien waivers for payments throughout the Project and a final release and lien waiver for the final payment.

Progress Payments. Progress 32.5.1 After the Consulting Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided below. Owner shall not be required to make any payments hereunder unless Developers simultaneously delivers to Owner a lien release covering the period related to such payment (which release may be conditional upon the receipt of payment), together with lien releases from all persons and entities providing labor services or materials to the Project through the date of the previous payments, together with such affidavits as Owner may require pursuant to the Pennsylvania construction lien laws, and otherwise satisfies the requirements of this Agreement. 32.5.2 The Developers shall promptly pay all Design Professionals, Contractors and Subcontractors, upon receipt of payment from the Owner, out of the amount paid to the Developers on account of such Design Professional's, Contractor's or Subcontractor's work, the amount to which said Design Professional, Contractor or Subcontractor is entitled, reflecting the percentage actually retained, if any, from payments to the Developers on account of such Contractor's or Subcontractor's work. The Developers shall, by an appropriate agreement with each Design Professional, Contractor or Subcontractor, require each Design Professional, Contractor or Subcontractor to make payments to his subcontractors in a similar manner. 32.5.3 No Certificate for a Payment, nor any Payment, nor any partial or entire use or occupancy of the Project by the Owner, shall constitute final acceptance of any Work not in accordance with the Contract Documents. 32.5.4 Based upon Applications for Payment submitted to the Owner by the Developers and Certificates for Payment issued by the Consulting Engineer, if applicable, the Owner shall make progress payments on account of the Contract Sum to the Developers as provided below and elsewhere in the Contract Documents. 32.5.5 The period covered by each Application for Payment shall be made one calendar month ending on a thirty (30) the last day cycle on of the month. 32.5.6 Provided an Application for Payment is received by the Owner and Consulting Engineer, if applicable, not later than the fifteenth (15th) day of each a month, or, if the 15th Owner shall make payment of any undisputed portion to the Developers not later than the fifteenth (15th) day falls on a weekend or holiday, on of the first business day thereafterfollowing month. Contractor shall submit Applications If an Application for Payment in accordance with Article 9 is received by the Owner after the application date fixed above, payment of any undisputed portion shall be made by the WCC General Conditions. Owner not later than thirty (30) days after the receipt of such Application for Payment. 32.5.7 Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from ContractorBudget, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application reallocated from time to time as provided herein. 32.5.8 Applications for Payment constitutes a representation by shall indicate the Contractor to the Owner that the Work has progressed to the point indicated; that the quality percentage of completion of each portion of the Work is in accordance with as of the Contract Documents; and that end of the Contractor is entitled to payment in the amount certified. The Architect shall review period covered by the Application and issue a Certificate for Payment in accordance with Payment. 32.5.9 Subject to the provisions of the WCC General Conditions. Each Contract Documents, the amount of each progress payment shall cover be computed as follows: 32.5.9.1 Take that portion of the amount due Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Budget, less the appropriate Retainage. Pending final determination of cost to the Contractor for Owner of changes in the Work Work, amounts not in dispute may be included as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) Article 20 of the amount General Conditions even though the Contract Sum has not yet been adjusted by Change Order. 32.5.9.2 Add that portion of the Application until Final Completion of the Work. The amount of the retainage may be reduced, Contract Sum properly allocable to materials and equipment delivered and suitably stored for subsequent incorporation in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, completed construction if any, certified by the Architect and approved in advance by the Owner, less the retained percentage. The appropriate Retainage. 32.5.9.3 Subtract the aggregate of previous payments made by the Owner; and 32.5.9.4 Subtract amounts, if any, for which the Owner may defer processing of progress payments until work having has withheld Payment or the Consulting Engineer has withheld or nullified a prior sequenceCertificate for Payment, as provided in Paragraph 32.6 of the Contract Documents, is in place and is approvedGeneral Conditions.

Progress Payments. Progress Retainage A. OWNER shall make progress payments shall on account of the Contract Price on the basis of CONTRACTOR’s Applications for Payment. The frequency of CONTRACTOR’s Applications for payment will be made on a thirty (30) day cycle on monthly basis for work completed through the fifteenth (15th) day 20th of each the month and submitted by the 25th of that month, or, if for approval by the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 second Council meeting of the WCC General Conditionsfollowing month. Each Application for Payment shall All such payments will be based upon measured by the schedule of values submitted by the Contractor established in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality paragraph 2.05.A of the Work is in accordance with the Contract Documents; General Conditions (and that the Contractor is entitled to payment in the amount certified. The Architect shall review case of Unit Price Work based on the Application and issue a Certificate for Payment in accordance with the provisions number of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%units completed) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reducedor, in the sole discretion event there is no schedule of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequencevalues, as provided in the Contract DocumentsGeneral Requirements. Retainage will be withheld from progress payments as follows: 1. Prior to Substantial Completion, OWNER will retain an amount equal to 5% of each progress payment application until 50% of the Work has been completed. At 50% completion, further progress payment applications shall be paid in full to the CONTRACTOR and no additional amounts will be retained unless the ENGINEER certifies to the OWNER that the job is not proceeding satisfactorily. Amounts previously retained shall not be paid to the CONTRACTOR until substantial completion of the Work. At 50% completion of the Work, or any time thereafter when the character and progress of the Work is not satisfactory to OWNER on recommendation of ENGINEER, additional amounts may be retained, but in place no event shall the total retainage be more than 10% of the value of the work completed. 2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 98% of the Work completed, less such amounts as ENGINEER shall determine in accordance with paragraph 15.01.C of the General Conditions and is approvedless 100% of ENGINEER’s estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion.

Progress Payments. Progress payments 27.5 The CMR shall make periodic applications for payment, which shall be made subdivided into categories corresponding with the approved Schedule of Values and shall be in such numbers of copies as may be designated by the Commissioner. 28.1 Commissioner will examine the CMR’s Applications For Payments to determine, in the opinion of the Commissioner, the amounts that properly represent the value of the Work completed and the materials suitably stored on the site. 28.2 In making such Application For Payment for the Work, there shall be withheld seven and five tenths (7.5%) percent of the amount of each Application for Payment to be retained by the Owner as Retainage until Acceptance of the Work. 28.2.1 The Commissioner has the sole discretion in the determination of reduction in Retainage, including retainage on a thirty (30) day cycle on Subcontractor. The following criteria shall be utilized in the fifteenth (15th) day reduction of each month, or, if the 15th day falls Retainage withheld on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 per Subcontractor package basis: .1 At fifty percent (50%) completion of the WCC General ConditionsWork the Owner shall issue a “Contractor’s Performance Evaluation”. Each Application If the CMR receives a performance evaluation score of “Good” or better, then the Retainage withheld may be reduced to five percent (5%). All subsequent Applications for Payment shall be based upon subject to five percent (5%) Retainage. Upon Substantial Completion, the schedule Retainage may be reduced at the request of values submitted by the Contractor CMR and recommendation of the DPW Project Manager. In the event of a reduction in accordance with Retainage to below five percent (5%), the Contract Documents minimum Retainage withheld shall not be less than the DPW Project Manager’s estimate of the remaining Work or two and five tenths percent (2.5%), which ever is greater. All requests for Retainage Reduction shall be accompanied by done on DPW CMR Retainage Reduction Request Form, a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor Sample which can be found at the end of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC these General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved.

Progress Payments. Progress (1) Unless otherwise provided in the Contract, progress payments will be made as the work progresses upon applications submitted by the Contractor and approved by the Consultant and the University. Payment of such approved applications shall be made on a by the University within thirty (30) day cycle days after such approval has been given. (2) The University shall make progress payments to the Contractor on the fifteenth basis of such approved applications, less an amount equal to 5 percent thereof, plus an amount necessary, in the University's judgment, to satisfy any claims, liens or judgments against the Contractor which have not been suitably discharged, which it shall reserve from each such payment until all of the work covered by the Contract has been completed. (15th3) day When the University and the Consultant have determined that all the work is substantially completed, or that a substantial portion of each monththe permanent construction has been completed and accepted, or, if the 15th day falls on University shall make a weekend or holidayprogress payment to the Contractor, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 basis of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values an application submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required approved by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by Consultant and the Contractor to University, which shall reduce the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the unpaid amount due to the Contractor for under the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) terms of the Contract, including all monies retained by the University from previous progress payments to the Contractor, to an amount equal to two (2) times the cost, estimated by the Consultant, of performing, in accordance with the Application until Final Completion of the Work. The Contract, all uncompleted, unaccepted and corrective work, plus an amount of the retainage may be reducednecessary, in the sole discretion University's judgment, to satisfy any claims, liens or judgments against the Contractor which have not been suitably discharged. As the remaining items of work are satisfactorily completed or corrected, the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application University shall make progress payments to the ArchitectContractor, on the Owner shall pay to basis of applications submitted by the Contractor such amounts, if any, certified by the Architect and approved by the OwnerUniversity and the Consultant, covering said items of work less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequencean amount necessary, as provided in the Contract DocumentsUniversity's judgment, is in place and is approvedto satisfy any claims, liens or judgments against the Contractor which have not been suitably discharged.

Progress Payments. 5.3.1 Applications for progress payment may be made monthly by the Contractor by means of a Certificate for Progress payments Payment (“CPP”). The CPP shall be made on a thirty (30) dated the last day cycle of the agreed monthly payment period and the amount claimed shall be based on the fifteenth (15th) day basis of each month, or, if the 15th day falls on a weekend Work actually performed or holiday, on Materials actually supplied and received at the first business day thereafter. Project Site. 5.3.2 The Contractor shall submit Applications to the P ime Consultant, at least 14 days before the first application for Payment in accordance with Article 9 progress payment, a schedule of values for the Work, which schedule is: (a) subject to the written approval and acceptance of the WCC General Conditions. Prime Consultant and the (b) when accepted by the Prime Consultant and the Municipality, to be used as the baseline for applications for progress payments which will be made based on the cost incurred and paid, unless it is found to be in error. 5.3.3 Each Application for Payment CPP shall be submitted to the Prime Consultant and shall: (a) be comprised a completion statement based upon the schedule of values submitted described in GC 5.3.2; however, if no schedule of values is accepted by the Prime Consultant at the date of the CPP, then a completion statement will be based upon the percentage of the Work complete; (b) not include any amount for Materials not incorporated into the Project; (c) include with each CPP: (i) a current Workers’ Compensation Board “Letter of Clearance” indicating that all Workers’ Compensation Board payments relating to the Project have been made; and (ii) after the first application, a statutory declaration in a form attached in Schedule E – Forms executed by the Contractor. 5.3.4 Each CPP shall be subject to the written approval and acceptance of the Municipality and the Prime Consultant. 5.3.5 The Prime Consultant shall issue to the Municipality, no later than 10 days after the receipt of a CPP from the Contractor submitted in accordance with this GC 5.3.1, a certificate for the Contract Documents and amount applied for, or for such other amount as the Prime Consultant determines to be properly due. If the Prime Consultant amends the CPP, it shall be accompanied by a properly completed sworn statement from promptly provide Notice to the Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required giving its reasons for the amendment. 5.3.6 Upon approval by the Owner or Architect. The issuance Prime Consultant of an Application for Payment constitutes a representation by each CPP, the Prime Consultant shall advise the Contractor to submit an invoice to the Owner Municipality. 5.3.7 Subject to GC 5.8, the Municipality shall make payment to the Contractor of amounts due by the Municipality no later than 30 days after either the receipt and app oval by the Municipality of the certificate as issued by the Prime Consultant or the receipt and approval by the Municipality of an invoice as provided by the Contractor. All progress payments made by the Municipality will be subject to the Builders’ Lien Act. 5.3.8 In the event that the Municipality becomes aware that a Claim has be n registered or filed against or affect the title to the Work, Project Site, or other Municipalit property, the Municipality has AMPL the right, but not the obligation, to withhold all payments from the Contractor until such Claim has been discharged, released or removed. 5.3.9 All certificates issued by the Prime Consultant shall be to the best of the Prime Consultant’s knowledge, information, and belief. By issuing any certificate, the Prime Consultant does not assume any of the responsibility of the Contractor with respect to the correctness or completeness of the Work, including the Contractor’s responsibility to ensure that the Work has progressed to the point indicated; that the quality of the Work is been completed in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedthis Agreement.

Progress Payments. Progress payments 6.1.1 Construction Manager’s monthly Applications for Payment shall be made in such form and contain such detail and backup and other information, documentation, and materials as Owner reasonably may require. The payment schedule set forth in Sections 5.1 and 6.1.2 At the time it submits its GMP proposal to Owner, Construction Manager also shall submit to Owner and Professional, for their review, a detailed schedule of values based upon the GMP proposal; all in C.S.I. format, listing the major elements of the Work and the dollar value for each element and, if required by Owner, broken down further into the major elements of the Work to be completed during the various phases of the Work. That schedule of values, as further revised to reflect the final negotiated GMP amount and as approved by Owner, will be attached to the GMP and shall be used as the basis for Construction Manager’s monthly Applications for Payment thereafter. This revised schedule of values shall be updated for the current month Change Orders and submitted each month to Owner and Professional along with a completed, duly executed and notarized copy of the Application for Payment. 6.1.3 If payment is requested on the basis of materials and equipment not incorporated into the project, but delivered and suitably stored at the Project Site, the Application for Payment shall also be accompanied by a bill of sale, invoice or other documentation warranting that Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner’s interest therein, all of which shall be subject to Owner’s satisfaction. Owner has the discretion whether or not to pay for such unincorporated materials. 6.1.4 Construction Manager shall submit two (2) notarized original copies of its monthly Application for Payment to Owner and Professional on or before the twenty- fifth (25th) day of each month for Work performed during the previous month. Invoices received after the twenty-fifth (25th) day of each month shall be considered for payment as part of the next month’s application. Within seven (7) days after receipt of each Application for Payment, Professional shall submit to Owner a Certificate for Payment in the amount recommended by Professional as being due and owing Construction Manager. Owner shall pay Construction Manager that portion of Professional’s Certificate for Payment which Owner approves as being due and owing Construction Manager within thirty (30) day cycle days of Owner’s receipt of the Certificate for Payment. Cost of Work will be paid based on the fifteenth percentage of Work complete on site, with the exception of Construction Manager’s initial Application for Payment which may include the reimbursement of costs for the Bonds. General Conditions and General Requirements shall be reimbursed upon receipt of proper backup documentation, including certified payroll. 6.1.5 Owner shall retain ten percent (15th10%) day of that portion of the gross amount of each monthmonthly payment request certified by Professional and approved by Owner for payment, oruntil fifty percent (50%) completion of the Work. Upon fifty percent (50%) completion of the Work, if the 15th day falls amount of retainage thereafter withheld by Owner from subsequent payments shall be reduced to five percent (5%) of that portion of the gross amount of each monthly payment request certified by Professional and approved by Owner for payment. No retainage shall be held on a weekend bond or holidayinsurance. Also, on after fifty percent (50%) completion of the first business day thereafter. Contractor shall submit Applications Work has been achieved, and to the extent required by Section 255.078, Florida Statutes, Construction Manager may request in its next monthly Application for Payment in accordance with Article 9 release of up to one-half (1/2) of the WCC General Conditionsretainage theretofore withheld by Owner prior to said fifty percent (50%) of the Work being completed. At such time as Construction Manager has achieved Owner’s Substantial Completion, Construction Manager may request retainage be reduced to two percent (2%) of that portion of the gross amount of each monthly payment request certified by Professional and approved by Owner for payment. Nothing in this Subsection 6.1.5 shall preclude or limit Owner’s right to withhold payment as otherwise permitted by the terms of the Contract Documents or as permitted by law. Further, any reduction or release of retainage, or portion thereof shall not be a waiver of (a) any of Owner’s rights to retainage in connection with other payments to Construction Manager, or (b) any other right or remedy that Owner has under the Contract Documents, at law or in equity. 6.1.6 Payments to Construction Manager shall in no way imply approval or acceptance of Construction Manager’s work. 6.1.7 Each Application for Payment shall be based upon accompanied by: (a) properly executed and notarized (i) Waiver and Release of Liens in form acceptable to Owner and complying with Applicable Laws, and (ii) Waiver of Right to Claim Against the schedule of values submitted by the Contractor Payment Bond (Progress Payment) in accordance form acceptable to Owner and complying with the Contract Documents and shall be accompanied by a properly completed sworn statement from ContractorApplicable Laws, each Subcontractorshowing that all materials, labor, equipment and each Sub-Subcontractor other bills associated with that portion of any the Work for which payment has been requested have been paid in full through the previous month’s Application for Payment, from Construction Manager and all first tier whose subcontract exceeds $2,000.00subcontractors and suppliers and all subcontractors and suppliers that have delivered a Notice to Owner; provided, however, Owner, in its sole discretion, may require such Waiver and such other supporting documents Release of Liens and Waivers of Right to Claim Against the Payment Bond (Progress Payment) from all lower tier subcontractors and suppliers and, if so required Construction Manager shall, as may be a condition precedent to payment provide same; (b) updated schedule(s) required by the Contract Documents, (c) a written consent from the surety for the payment being requested; and (d) such other information, documentation, and materials as Owner or ArchitectProfessional may reasonably require (e.g. certified payrolls, ▇▇▇▇▇ cash accounts, and invoices). The issuance Owner shall not be required to make payment until and unless these affidavits, waivers, reports and other information, documentation and materials are furnished by Construction Manager. Further, if Construction Manager is withholding any portion of an a payment to any subcontractor or supplier for any labor, services, or materials for which Owner has paid Construction Manager, Construction Manager agrees to refund such money to Owner. 6.1.8 Applications for Payment shall not include requests for payment for portions of the Work for which Construction Manager does not intend to pay a subcontractor or supplier, unless such Work has been performed by others whom Construction Manager intends to pay. 6.1.9 Each Application for Payment constitutes shall constitute a certification and representation by Construction Manager to Owner that: (a) the Contractor to the Owner that the Work construction has progressed to the point indicated; that (b) the quality of the Work covered by the application is in accordance with the Contract Documents; (c) there are no liens or claims outstanding or known to exist at the date of the Application for Payment; (d) all due and that payable bills with respect to the Contractor Work have been paid to date or included in the amount requested in the current application, and there is no known basis for the filing of any construction liens or claims or any other lien or claim on the Work; (e) duly executed waivers and releases have been obtained from all subcontractors and suppliers for work done and materials furnished through the date of payment; (f) Construction Manager is entitled to payment in the amount certified. The Architect shall review the requested; (g) such Application and issue a Certificate for Payment in accordance with represents a just estimate of cost reimbursable to Construction Manager under the provisions terms of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, and (h) such Application for Payment has not been front-end-loaded either by Construction Manager or by any of its subcontractors or suppliers (including placing a value on a line item that is in place excess of its cost, increasing unit prices on early completed items while decreasing unit prices on later completed ones, and/or inflating the percentage of completion on line items). 6.1.10 Construction Manager warrants that title to all Work covered by an Application for Payment will pass to Owner no later than the time of payment unless later passage of title is expressly provided for elsewhere herein. Construction Manager further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and is approvedpayments received from Owner shall, to the best of Construction Manager’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Construction Manager, subcontractors, suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work.

Progress Payments. Progress 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 5.3 Provided an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment to the Contractor not later than the 10th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a thirty (30) day cycle on by the fifteenth (15th) day of each month, or, if Owner not later than 45 days after the 15th day falls on a weekend or holiday, on Architect receives the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. 5.4 Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application in 5.5 Applications for Payment constitutes a representation by shall indicate the Contractor to the Owner that the Work has progressed to the point indicated; that the quality percentage of completion of each portion of the Work is in accordance with as of the Contract Documents; and that end of the Contractor is entitled to payment in the amount certified. The Architect shall review period covered by the Application and issue a Certificate for Payment in accordance with Payment. 5.6 Subject to the provisions of the WCC General Conditions. Each Contract Documents, the amount of each progress payment shall cover be computed as follows: 5.6.1 Take that portion of the amount due Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of five percent ( 5 %). Pending final determination of cost to the Contractor for Owner of changes in the Work Work, amounts not in the dispute may be included as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) Subparagraph 7.3.7 of the amount General Conditions even though the Contract Sum has not yet been adjusted by Change Order; 5.6.2 Add that portion of the Application until Final Completion of Contract Sum properly allocable to materials and equipment delivered and suitably stored at the Work. The amount of the retainage may be reduced, site for subsequent incorporation in the sole discretion of completed construction (or, if approved in advance by the Owner, after suitably stored off the Work is fifty Site at a location agreed upon in writing), less retainage of 5 percent completed. Within 30 days after (5 %); 5.6.3 Subtract the submittal aggregate of previous payments made by the Application to the Architect, the Owner shall pay to the Contractor such Owner; and 5.6.4 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having has withheld or nullified a prior sequence, Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to ninety-five percent (95 %) of the Contract DocumentsSum, less such amounts as the Architect shall determine for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in place and is approvedaccordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows:

Progress Payments. Progress payments (a) Periodically, but not more frequently than bi-monthly (except for the Final Payment), Contractor shall submit invoices to Owner seeking payment for Work performed. Payment on each invoice shall be made on a thirty within five (305) day cycle on days of submission by Contractor. Time is of the fifteenth (15th) day essence with respect to each progress payment. The obligation to make timely payment of each monthinvoice is Owner’s obligation, ornotwithstanding any act or omission of Owner’s Lender. (b) Invoices that are not timely paid shall bear interest from the invoice due date (the 5th day following submission to Owner), if until paid, at the 15th day falls on a weekend or holiday, on the first business day thereafterrate of 8.0% per annum. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based may, upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractornotice to Owner, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality suspend performance of the Work if an invoice is not paid in accordance with full by its due date. In the event that any invoice remains unpaid for three days after suspension of work, Contractor may give written notice to Owner of the termination of this Contract, and/or Contractor may condition the resumption of performance of the Work upon an additional fee for all unpaid amounts and an advance payment of up to fifteen percent (15%) of the remaining Contract Documents; and that Price balance. In the event Contractor is elects to terminate this Contract for nonpayment by Owner, Contractor shall be entitled to payment in the amount certified. The Architect shall review the Application of: (i) all unpaid invoices, plus interest owed; (ii) all amounts for labor, materials, equipment and issue services furnished but not yet invoiced, plus a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) fee applied to such amounts; (iii) all costs incurred by reason of the amount termination, including without limitation costs for terminating subcontracts and purchase orders, restocking fees, and return of the Application until Final Completion of the Work. The amount of the retainage may be reducedmaterials and equipment, in the sole discretion of the Owner, after the Work is fifty plus a ten percent completed. Within 30 days after the submittal of the Application (10%) fee applied to the Architect, the Owner shall pay to the Contractor sum of such costs; and (iv) other amounts, if anycosts, certified and attorney’s fees as allowed by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedlaw.

Progress Payments. Progress Retainage A. OWNER shall make progress payments shall on account of the Contract Price on the basis of CONTRACTOR’s Applications for Payment. The frequency of CONTRACTOR’s Applications for payment will be made on a thirty (30) day cycle on monthly basis for work completed through the fifteenth (15th) day 20th of each the month and submitted by the 25th of that month, or, if for approval by the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 second Council meeting of the WCC General Conditionsfollowing month. Each Application for Payment shall All such payments will be based upon measured by the schedule of values submitted by the Contractor established in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality paragraph 2.07.A of the Work is in accordance with the Contract Documents; General Conditions (and that the Contractor is entitled to payment in the amount certified. The Architect shall review case of Unit Price Work based on the Application and issue a Certificate for Payment in accordance with the provisions number of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%units completed) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reducedor, in the sole discretion event there is no schedule of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequencevalues, as provided in the Contract DocumentsGeneral Requirements. Retainage will be withheld from progress payments as follows: 1. Prior to Substantial Completion, OWNER will retain an amount equal to 5% of each progress payment application until 50% of the Work has been completed. At 50% completion, further progress payment applications shall be paid in full to the CONTRACTOR and no additional amounts will be retained unless the ENGINEER certifies to the OWNER that the job is not proceeding satisfactorily. Amounts previously retained shall not be paid to the CONTRACTOR until substantial completion of the Work. At 50% completion of the Work, or any time thereafter when the character and progress of the Work is not satisfactory to OWNER on recommendation of ENGINEER, additional amounts may be retained, but in place no event shall the total retainage be more than 10% of the value of the work completed. 2. Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 98% of the Work completed, less such amounts as ENGINEER shall determine in accordance with paragraph 14.02.B.5 of the General Conditions and is approvedless 100% of ENGINEER’s estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion.

Progress Payments. Progress 12.1 Based upon Applications for Payment, and all Subcontractor applications for payment, submitted to the Architect, Construction Manager and Owner by the Contractor and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 12.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month immediately preceding the month in which an Application for Payment is received. 12.3 Provided an Application for Payment is received by the Architect and the Construction Manager not later than the fifth (5th) day of a month, the Owner shall make payment to the Conn ac or not later than the twenty-fifth (25th) day of the same month. If an Application for Payment is received by the Architect and the Construction Manager after the application dated fixed above, payment shall be made on a thirty by the Owner not later than twenty (3020) day cycle on days after the fifteenth (15th) day of Architect and the Construction Manager receive the Application for Payment. 12.4 With each monthApplication for Payment, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications the Contractor's Transaction Register detailing all costs, including costs not incurred during the period covered by the Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. 12.5 Each Application for Payment shall also be based upon the schedule of values submitted accompanied by the following, all in form and substance satisfactory to the Owner, the Architect, the Owner's lender on the Project ("Owner's Lender") and the Construction Manager and in compliance with the laws of the State of Colorado: (i) A duly executed and acknowledged Contractor's sworn statement showing all Subcontractors with whom Contractor has entered into subcontracts, the amount of each such subcontract, the amount requested for any Subcontractor in the Application for Payment and the amount to be paid to Contractor from such progress payment, together with similar sworn statements from all Subcontractors and, where appropriate, from Sub-subcontractors; (ii) Duly executed unconditional waivers of mechanics' and materialmen's liens from Contractor and all such Subcontractors, establishing payment or satisfaction of the payment requested by Contractor in accordance with the Contract Documents previous month's Application for Payment, and conditional waivers for the current Application of Payment. The final Application for Payment shall be accompanied by a properly completed sworn statement final or full conditional waivers of lien from Contractorall parties entitled to receive payment in connection with the performance of the Work. (iii) Such other information, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents and/or materials as may be required by the laws of the jurisdiction in which the Project is located to protect the Owner from mechanics' or Architect. The issuance of an Application for Payment constitutes a representation similar liens, or as may be reasonably required by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved's Lender.

Progress Payments. Progress payments shall be made on a thirty (30) day cycle on the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit § 5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, the Owner shall make progress payments on the Contract Sum to Design-Builder as provided below and elsewhere in accordance with the Contract Documents, including Article 9 A.9 of the WCC General Exhibit A, Terms and Conditions. Each . § 5.1.2 The period covered by each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Subbi-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of weekly. § 5.1.3 Provided that an Application for Payment constitutes a representation by is received every other Thursday , the Contractor Owner shall make payment to the Design-Builder not later than 10 days after these bi-weekly ▇▇▇▇▇▇▇▇ are submitted to the Owner that for payment. § 5.1.4 With each Application for Payment, the Work has progressed to Design-Builder shall submit the point indicated; that the quality most recent schedule of the Work is values in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect schedule of values shall review allocate the Application and issue a Certificate for Payment in accordance with entire Contract Sum among the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion various portions of the Work. Compensation for design services shall be shown separately. The amount schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the retainage Owner may be reducedrequire. This schedule of values, in the sole discretion of unless objected to by the Owner, after shall be used as a basis for reviewing the Work is fifty percent completed. Within 30 days after Design-Builder’s Applications for Payment. § 5.1.5 In taking action on the submittal of the Application to the ArchitectDesign-Builder’s Applications for Payment, the Owner shall pay be entitled to rely on the Contractor such amountsaccuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections 5.1.4 or 5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid on account of this Agreement. Such examinations, audits and verifications, if any, certified by the Architect and approved required by the Owner, less will be performed by the retained percentageOwner’s accountants acting in the sole interest of the Owner. § 5.1.6 There shall be no front-loading of payments and except with the Owner’s prior approval, the Design-Builder shall not make advance payments to subcontractors or suppliers for materials or equipment, of every tier, for work that has not been completed or materials or equipment that have not been delivered and stored at the site. § 5.1.7 Owner shall retain 5% from each approved Application for Payment. The Owner may defer processing This retainage shall be released upon final completion of progress payments until work having a prior sequencethe Work, as provided more fully set forth in the Contract Documentsaccordance with Article 9.10 of Exhibit A, is in place Terms and is approvedConditions.

Progress Payments. Progress payments § 5.1.1 The Design/Builder shall be made on a thirty (30) day cycle on deliver to the fifteenth (15th) day of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Owner itemized Applications for Payment as indicated in accordance with Article 9 of the WCC General Conditions14. Each Application for Payment shall be accompanied by all supporting documentation reasonably requested by the Owner. Applications for Payment shall be based upon on a detailed schedule of values approved by the Owner prior to the submission of the first Application for Payment. Changes to the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by subject to the Owner or ArchitectOwner’s approval. The issuance Fixed A/E Services Cost, Fixed Supervision Cost, Fixed General Conditions Cost and Fixed Fee for each Phase of an the Work, as specified in Section 13.1.1.1 or in subsequent GMP Amendments, shall be paid to the Design/Builder in monthly installments. The amount of each such fixed cost to be included in each Application for Payment constitutes shall be proportional to the percentage of the Work completed as reflected in such Application for Payment. A draft Application for Payment shall be submitted and reviewed with the Owner prior to formal submission of the Application for Payment. § 5.1.2 Within thirty (30) days of the Owner’s receipt of a properly submitted and correct Application for Payment, the Owner shall make payment to the Design/Builder less retainage of seven and one-half percent (7.5%) of the amount of the Application. § 5.1.3 The Application for Payment shall constitute a representation by the Contractor Design/Builder to the Owner that the Work has design and construction have progressed to the point indicated; that , the quality of the Work covered by the application is in accordance with the Contract Documents; , and that the Contractor Design/Builder is entitled to payment in the amount certifiedrequested. § 5.1.4 Upon receipt of payment from the Owner, the Design/Builder shall promptly pay the Architect, other design professionals and each contractor the amount to which each is entitled in accordance with the terms of their respective contracts. § 5.1.5 The Owner shall have no obligation under this Part 2 Agreement to pay or to be responsible in any way for payment to the Architect, another design professional or a contractor performing portions of the Work. If requested by the Owner each Application for Payment shall be accompanied by a certification of payment and release of claims from the Design/Builder and from each Subcontractor, in form reasonably satisfactory to the Owner, stating that the Design/Builder or Subcontractor, as applicable, has been paid all amounts due it on the basis of the previous Application for Payment, or else stating the amount not so paid and the reason for the discrepancy, and stating that such party has no claims other than those specified in the certification. In the event of any such discrepancy or pending claims noted in a certification by a Subcontractor, the Design/Builder shall furnish its own written explanation to the Owner. § 5.1.6 Neither progress payment nor partial or entire use or occupancy of the Project by the Owner shall constitute an acceptance of Work not in accordance with the Contract Documents. § 5.1.7 The Design/Builder warrants that title to all construction covered by an Application for Payment will pass to the Owner no later than the time of payment. The Architect Design/Builder further warrants that upon submittal of an Application for Payment all construction for which payments have been received from the Owner shall review be free and clear of liens, claims, security interests or encumbrances in favor of the Design/Builder or any other person or entity performing construction at the site or furnishing materials or equipment relating to the construction. Transfer of title to the Owner shall not relieve the Design/Builder of any of its duties or obligations under the Contract Documents or of any responsibility or liability for the safe delivery and safeguarding, custody, or storage of any materials or equipment, nor shall it commence any warranty period (all warranty periods shall commence not earlier than Substantial Completion). § 5.1.8 Without limitation of the foregoing, and provided the Owner makes all payments required hereunder when due in accordance with this Agreement, in the event a notice of contract under M.G.L. ch. 254 § 4 is filed or recorded, or any other action is taken by a Subcontractor, supplier or other party to create, perfect or extend a mechanics lien or other lien or encumbrance affecting the Project or the site or any interest therein, or any other claim is brought against the Owner by any such party, the Design/Builder shall immediately cause such lien, encumbrance or claim to be removed by dissolution or, at the Design/Builder’s election, by bonding pursuant to M.G.L. c. 254 § 14. If the Design/Builder fails to do so, the Owner shall have the right to discharge the claim or lien and hold the Design/Builder liable for costs and expenses incurred in connection therewith, including attorneys’ fees, or other damages suffered by the Owner arising out of such lien or encumbrance, and may deduct such amounts from any succeeding progress payments. § 5.1.9 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner in its sole discretion, payment may be requested for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design/Builder with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, which may include inspections of such materials or equipment by the Owner’s representatives at the Design/Builder’s expense. Where the Owner has approved payment for materials and equipment stored off-site, all costs for storage, insurance, transportation and other costs shall be borne solely by the Design/Builder and shall not be considered Cost of the Work. In approving payment for materials and equipment stored off-site, the Owner may require, without limitation, evidence that the off-site location is properly secure, proof of insurance, and segregation and/or marking of stored materials or equipment. § 5.1.10 If the Owner determines that the Design/Builder is not entitled to payment for all or part of an Application for Payment, it will so notify the Design/Builder in writing. Such notice shall indicate the specific amounts the Owner intends to withhold, the reasons for the withholding, and the specific measures the Design/Builder must take to rectify the Owner’s concerns. The Design/Builder and the Owner will attempt to resolve the Owner’s concerns as promptly as possible. If the parties cannot resolve such concerns, the Design/Builder may pursue its rights under the Contract Documents, including those under Article 10 hereof. § 5.1.11 The Design/Builder shall notify the Owner when it believes the Core & Shell Phase is substantially complete, and when it believes the entire Work is substantially complete. In each case, before giving such notice the Design/Builder shall carefully inspect the Work, prepare a punch list of items for completion or correction, and include such list with such notice to the Owner. Failure to include any items on such list does not alter the responsibility of the Design/Builder to complete all Work in accordance with the Contract Documents. The Owner and the Design/Builder will jointly inspect the Work to verify that it is substantially complete in accordance with the requirements of the Contract Documents. The Design/Builder shall, promptly and as a condition to achieving Substantial Completion, correct or complete any items identified in the Owner’s inspection which are necessary to be completed or corrected for the Owner to efficiently use or occupy the Project or such phase thereof for the purpose for which it is intended (pursuant to a validly issued certificate of occupancy), or if the completion or correction thereof after the Owner commences use and occupancy would entail a risk of damage to completed Work. When the Core & Shell Phase, or the entire Work, as applicable, is substantially complete, and provided all other requirements and conditions precedent to Substantial Completion have been satisfied, the Owner shall prepare and issue a Certificate for Payment in accordance with of Substantial Completion that will set forth (i) the provisions date of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Substantial Completion of the Work, (ii) the remaining items of Work that must be completed before release of retainage, (iii) provisions (to the extent not already provided in the Contract Documents) establishing the Owner’s and the Design/Builder’s responsibility for the Project’s security, maintenance, utilities and insurance pending final payment and (iv) an acknowledgment that specified warranty or correction periods commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion or agreed by the parties. The amount Design/Builder shall complete all remaining punch list items within sixty (60) days after the date of Substantial Completion. § 5.1.12 At the time of Substantial Completion of the Core & Shell Phase, and at the time of Substantial Completion of the entire Work, upon application for payment by the Design/Builder the Owner shall pay the Design/Builder the retainage held on account of the Work of such Phase (or the entire Work, as applicable), provided that the Owner may be reducedretain a sum equal to 200% of the estimated cost of completing or correcting any unfinished items, in as agreed upon by the sole discretion of Design/Builder and the Owner, after the Work is fifty percent completedand consistent with industry standards. Within 30 days after the submittal of the Application to the Architect, Thereafter the Owner shall pay to the Contractor Design/Builder the amount so retained when all such amounts, if any, certified by the Architect items are completed and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, all other conditions to final payment as provided described in the Contract Documents, is in place and is approvedSection 5.2 have been satisfied.

Progress Payments. Progress § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the 25th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a thirty by the Owner not later than sixty (3060) day cycle on days after the fifteenth (15th) day of each month, or, if Architect receives the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. § 5.1.4 Each Application for Payment shall be based upon on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectDocuments. The issuance schedule of an Application for Payment constitutes a representation by values shall allocate the Contractor to entire Contract Sum among the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment. § 5.1.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the retainage may be reduced, Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the sole discretion schedule of values, less retainage of five percent (5%). .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, after suitably stored off the Work is fifty site at a location agreed upon in writing), less retainage of five percent completed. Within 30 days after (5%); .3 Subtract the submittal aggregate of previous payments made by the Application to the Architect, the Owner shall pay to the Contractor such Owner; and .4 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having has withheld or nullified a prior sequence, Certificate for Payment as provided in Section 9.5 of AIA Document A201–1997. § 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract DocumentsSum, is in place less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and is approved.unsettled claims; and

Progress Payments. 5.4.1 The Consultant will issue to the Owner, no later than ten (10) Working Days after the receipt of an application for payment from the Contractor submitted in accordance with GC 5.3 – APPLICATIONS FOR PROGRESS PAYMENT, a certificate addressed to the Owner of the progress of the Work in relation to the schedule of values, a copy of which shall be provided to the Contractor and the Lender’s Consultant. The Consultant will issue a certificate for payment to the Owner of Additional Owner Payments payable by the Owner in respect to the application for payment from the Contractor in the amount applied for or in such other amount as the Consultant determines to be properly due. If the Consultant requires amendments to the application, the Consultant will promptly notify the Contractor in writing giving reasons for the amendment. The Lender’s Consultant will be responsible for issuing certificates for payment to the Lender and Project Co respecting Base Progress Payments. The Owner and the Consultant are not responsible for any delay in issuing a certificate for payment in respect of or for payment of Base Progress Payments on account of the activities of the Lender’s Consultant and/or the Lender. 5.4.2 Payment to the Contractor on account of Base Progress Payments and monthly progress payments in respect to Additional Owner Payments shall be made on no later than ten (10) Business Days after the date of a thirty (30) day cycle on certificate for payment issued by the fifteenth (15th) day of each month, or, if Consultant. 5.4.3 [INTENTIONALLY DELETED]. 5.4.4 All monthly progress payments for the 15th day falls on a weekend or holiday, on period following the first business day thereafterSubstantial Performance Date shall be paid by the Owner and shall be deemed to be Additional Owner Payments. Contractor shall submit Applications for Payment such progress payments will continue to be provided to the Lender’s Consultant so long as any amount that has been held back by the Owner pursuant to the Contract for the Work completed prior to the Substantial Performance Date remains unpaid. 5.4.5 Notwithstanding the time periods provided regarding the approval and certification of payment by the Consultant or the Lender’s Consultant in accordance with Article 9 GC 5.4.1 and for payment in GC 5.4.2, respectively, the total period of time between receipt of the WCC General Conditions. Each Application application for Payment shall be based upon the schedule of values submitted payment by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required payment by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approved.no more than twenty-five

Progress Payments. A. Progress payments shall be made on a thirty by the OWNER to the DESIGN/BUILDER according to the following procedure: 1. OWNER will, within ten (3010) days of receipt of each Application for Payment, either indicate in writing its acceptance of the Application and state that the Application is being processed for payment, or return the Application to DESIGN/BUILDER indicating in writing its reasons for refusing to accept the Application and the exact amount(s) in dispute. All undisputed amounts will become due and be paid by OWNER to DESIGN/BUILDER not more than ten (10) days after OWNER'S acceptance or rejection of such Application, as the case may be. 2. If the OWNER should fail to pay the DESIGN/BUILDER at the time the payment of any amount becomes due, then DESIGN/BUILDER may, at any time thereafter, upon serving written notice that DESIGN/BUILDER will stop the Work within seven (7) days after receipt of the notice by the OWNER, and after such seven (7) day cycle on period, stop the fifteenth (15th) day Work until payment of each monththe amount owing has been received, including interest thereon. Written notice shall be deemed to have been duly served if sent by certified mail to the last known business address of the OWNER. 3. Payments due but unpaid shall bear interest at the rate specified in the Agreement. Any disputed payment shall be due at the time mutually determined by the parties or, if applicable, the 15th day falls on a weekend time determined by the arbitrator under paragraph 15.01. 4. No Progress Payment nor any partial or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 entire use or occupancy of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted Project by the Contractor in accordance with the Contract Documents and OWNER shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor constitute an acceptance of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality of the Work is not in accordance with the Contract Documents; and . B. OWNER may refuse to make the whole or any part of any such payment or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any previous payment, to the extent that the Contractor is entitled reasonably necessary to payment in the amount certifiedprotect OWNER from loss because: 1. The Architect shall review the Application and issue a Certificate for Payment Work is defective, or completed Work has been damaged, requiring correction or replacement; 2. The Contract Price has been reduced by Written Amendment or Change Order; 3. OWNER has been required to correct defective Work or complete Work in accordance with the provisions paragraph 12.09.A; 4. OWNER has actual knowledge of the WCC General Conditions. Each progress payment shall cover the amount due to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) occurrence of any of the amount events enumerated in paragraphs 14.02.A.I through A.3 inclusive; 5. Claims have been made against OWNER on account of the Application until Final Completion DESIGN/BUILDER's performance or furnishing of the Work; 6. The amount provisions of paragraph 13.02.B are applicable; or 7. Liens have been filed in connection with the retainage may be reducedWork, in except where DESIGN/BUILDER has delivered a specific Bond satisfactory to OWNER to secure the sole discretion satisfaction and discharge of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedLiens.

Progress Payments. Progress 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: The period covered by each Application for Payment shall be one calendar month ending the Twenty-Fifth day of the month. 5.3 Provided an Application for Payment is received by the Architect not later than the first day of a month, the Owner shall make payment to the Contractor not later than the tenth day of the month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made on a thirty (30) day cycle on by the fifteenth (15th) day of each month, or, if Owner not later than ten days after the 15th day falls on a weekend or holiday, on Architect receives the first business day thereafter. Contractor shall submit Applications Application for Payment in accordance with Article 9 of the WCC General Conditions. Payment. 5.4 Each Application for Payment shall be based upon the schedule Schedule of values Values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or ArchitectDocuments. The issuance Schedule of an Application for Payment constitutes a representation by Values shall allocate the Contractor to entire Contract Sum among the Owner that the Work has progressed to the point indicated; that the quality various portions of the Work is and be prepared in accordance with such form and supported by such data to substantiate its accuracy as the Contract Documents; and that Architect may require. This Schedule, unless objected to by the Contractor is entitled to payment in Architect, shall be used as a basis for reviewing the amount certified. The Architect Contractor's Applications for Payment. 5.5 Applications for Payment shall review indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application and issue a Certificate for Payment in accordance with Payment. 5.6 Subject to the provisions of the WCC General Conditions. Each Contract Documents, the amount of each progress payment shall cover be computed as follows: 5.6.1 Take that portion of the amount due Contract Sum properly allocable to completed Work as determined by multiplying the Contractor for percentage completion of each portion of the Work as provided by the share of the total Contract Sum allocated to that portion of the Work in the WCC General Conditions; providedSchedule of Values, however, there shall be retained from each Application for Payment, less retainage of ten percent (10%) ). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Subparagraph 7.3.7 of the amount General Conditions even though the Contract Sum has not yet been adjusted by Change Order; 5.6.2 Add that portion of the Application until Final Completion of Contract Sum properly allocable to materials and equipment delivered and suitably stored at the Work. The amount of the retainage may be reduced, site for subsequent incorporation in the sole discretion of completed construction (or, if approved in advance by the Owner, after suitably stored off the Work is fifty site at a location agreed upon in writing), less retainage of ten percent completed. Within 30 days after (10%); 5.6.3 Subtract the submittal aggregate of previous payments made by the Application to the Architect, the Owner shall pay to the Contractor such Owner; and 5.6.4 Subtract amounts, if any, certified by for which the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having has withheld or nullified a prior sequence, Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to ninety percent (90%) of the Contract Documentssum, less such amounts as the Architect shall determine for Incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contract or, any additional amounts payable in place and is approvedaccordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows:

Progress Payments. Progress payments shall be made 4.2.1. Based on a Owner acceptable Applications for Payment by the Design-Builder, accompanied by the supporting documents required by this Article 4, the Owner will make progress payments, within thirty (30) day cycle on the fifteenth (15th) day days of each month, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 receipt of the WCC General Conditions. Each Application Architect's certificate for Payment shall be based upon payment for ninety-five percent (95%) of the schedule of values submitted by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality Cost of the Work is in accordance with performed during the Contract Documents; and preceding calendar month, provided however the Owner shall not be required to make payment for the Cost of the Work to the extent that the Contractor is entitled to payment Cost as set forth in the application to perform any line item on the Project Cost Estimate, exceeds the pro rated amount certifiedof that line item, such pro ration to be based on the percentage of completion of that line item. The Architect shall review the Application Owner may, in its discretion, approve an application for payment before payment is required. Based on both acceptable Payment and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due Performance Bonds, to the Contractor extent herein required, furnished by the Design-Builder and/or its Contractors and materialmen, except as otherwise expressly provided for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, herein Owner will retain only ten percent (10%) of Owner approved value of the Work performed, until Substantial Completion. Owner's obligation to make any progress payments shall be subject to receipt of acknowledgments of payment and waivers or releases from the Design-Builder and each Contractor for such Work performed and materials furnished through the date of the last preceding disbursement, except for permitted retainages. Absence of such a release or waiver shall reduce the disbursement by the amount of the Application until Final Completion of claim not so waived or released. 4.2.2. When the Work. The amount of the Construction Work is Substantially Complete on each trade or discipline, retainage may on such Work will be reduced, in the sole discretion to 2.5 percent (2.5%) and payment equal to ninety-seven and one-half percent (97.5%) of the Owneramount due the Design-Builder will be due and payable. However, after Substantial Completion and until Final Payment, and notwithstanding anything contained herein to the Work is fifty percent completedcontrary, a cash retainage will be held for all Work, in at least the amount of twice the value of any uncompleted or unaccepted items of Work, or defective Work, plus any unsatisfied judgments and claims. Within 30 days after After Final Payment, only the submittal Payment and Performance Bonds will be required to secure the guarantee period. 4.2.3. No certification of a progress payment, any progress payment made, or any partial or entire use or occupancy of the Application to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved Project by the Owner, less shall constitute an acceptance of any work not in accordance with the retained percentageContract Documents. The Owner may defer processing No payment for any part of progress payments until any work having a prior sequencenot completed, as provided tested and accepted in the preceding calendar month shall be made, except at the reasonable discretion of Owner. Further, and notwithstanding anything to the contrary set forth in the Contract Documents, is no disbursement of funds shall be made unless Owner, in place its reasonable discretion, shall be satisfied that the work covered thereby was completed to its satisfaction and is approvedsubstantially in accordance with all requirements of the Contract Documents.

Progress Payments. Progress payments Landlord shall disburse funds monthly to pay for ▇▇▇▇▇▇’s Initial Alterations during the progress of construction, but not in excess of the Allowance. Provided Landlord receives Tenant’s payment application not later than the third day of the month (or the next business day, if the third day of the month is not a business day), then payment shall be made on a thirty (30) day cycle on not later than the fifteenth (15th) last day of each that calendar month, or; if the payment application is not received by the third day of the month (or the next business day, if the 15th third day falls on a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment month is not a business day), then payment shall be based upon the schedule of values submitted made by the Contractor in accordance with the Contract Documents and shall be accompanied by a properly completed sworn statement from Contractor, each Subcontractor, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that the quality last day of the Work is in accordance with the Contract Documents; and that the Contractor is entitled to payment in the amount certified. The Architect shall review the Application and issue a Certificate for Payment in accordance with the provisions of the WCC General Conditionsfollowing calendar month. Each progress payment shall cover the amount due be equal to the Contractor costs of construction then payable by Tenant as of the date of request for the Work as provided in the WCC General Conditions; providedpayment, however, there shall be retained from each Application for Payment, ten percent (10%) of less the amount of all previous payments made with respect to costs of construction. The construction contract for the Application Initial Alterations shall provide for retention of 10% on progress payments to Tenant’s general contractor until Final Completion substantial completion of the Work. The amount Initial Alterations and Landlord shall not be required to pay the last 10% of the retainage may Allowance (the “Retainage”) until ▇▇▇▇▇▇ has complied with the terms set forth below in Section C.2. Landlord shall not be reducedrequired to make progress payments unless and until all of the following conditions have been met: a. For the first progress payment only, a form W-9, Request for Taxpayer Identification Number and Certification (or any substitute form designated by the United States Federal Government); b. A copy of the general contractor’s application for payment has been provided to Landlord in the form of AIA Document 6702 and G703; c. The Initial Alterations on account of which such request for disbursement is made has been completed and an Architect’s certificate, in standard AIA form, to that effect has been issued and a copy provided to Landlord; d. No liens on account of such work by ▇▇▇▇▇▇ shall have attached to the sole discretion Premises or any portion of the OwnerBuilding; e. All requests for payment are for work completed and in place or for materials purchased and securely stored on-site; and f. The general contractor and all subcontractors, after vendors and/or suppliers providing materials and/or labor for the Work is fifty percent completed. Within 30 days after Initial Alterations shall have provided a conditional lien waiver for the submittal work covered by the application and an original, notarized, unconditional, final lien waiver (in the form required by the statutory and local requirements of the Application jurisdiction in which the Building is located) with respect to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of immediately prior progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedpayment.

Progress Payments. Progress § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment for undisputed amounts in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. Owner shall notify Contractor within 21 days if Owner disputes the Architect’s Certificate for Payment pursuant to Texas Government Code Section 2251.042 et seq., listing the specific reasons for nonpayment. Payments to the Contractor shall not be construed as releasing the Contractor or his Surety from any obligations under the Contract Documents. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments shall be made to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a thirty similar manner. In compliance with Texas Government Code Section 2251.022, the Contractor shall, within ten (3010) day cycle on days following receipt of payment from the fifteenth (15th) day of each monthOwner, orpay all bills for labor and materials performed and furnished by others in connection with the Work, and shall, if requested, provide the 15th day falls on a weekend or holidayOwner with evidence of such payment. § 9.6.3 The Architect will, on the first business day thereafter. Contractor shall submit Applications request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for Payment in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon the schedule of values submitted by the Contractor in accordance with and action taken thereon by the Contract Documents Architect and shall be accompanied Owner on account of portions of the Work done by a such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly completed sworn statement from Contractor, each Subcontractor, paid Subcontractors and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or Architectto see to the payment of money to, a Subcontractor or supplier, . The issuance of an Application for Payment constitutes a representation Any action taken by the Owner to require the Contractor to pay a Subcontractor shall not impose any liability on Owner to the Subcontractor or supplier. § 9.6.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner that the shall not constitute acceptance of Work has progressed to the point indicated; that the quality of the Work is not in accordance with the Contract Documents; and that . § 9.6.7 Unless the Contractor is entitled to provides the Owner with a payment bond in the amount certified. The Architect full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall review be held by the Application and issue a Certificate Contractor for Payment in accordance those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the provisions Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the WCC General ConditionsContractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. Each progress payment Payments received by the Contractor from the Owner for Work properly performed by Subcontractors, or materials properly provided by suppliers, shall cover the amount due to be held in trust by the Contractor for the benefit of those Subcontractors or suppliers who performed Work as provided in or furnished materials, or both, under contract with the WCC General Conditions; providedContractor. Texas Property Code § 162.001. § 9.6.8 The Contractor shall defend and indemnify the Owner from all loss, howeverliability, there shall be retained from each Application damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for Payment, ten percent (10%) payment by any Subcontractor or supplier of the amount any tier. Upon receipt of the Application until Final Completion notice of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architecta lien claim or other claim for payment, the Owner shall pay to notify the Contractor such amounts, if any, certified by the Architect and Contractor. If approved by the Ownerapplicable court, less when required, the retained percentage. The Owner Contractor may defer processing of progress payments until work having substitute a prior sequence, as provided in surety bond for the Contract Documents, is in place and is approvedproperty against which the lien or other claim for payment has been asserted.

Progress Payments. Progress Exhibit F-1 to this Agreement includes a Schedule of Values which allocates the Maximum Price to various portions of the Work. Owner and Contractor agree that the amounts allocated to each Schedule of Values activity are for purposes of progress payments only and that there may not be a specific correlation between the cost of completion of a particular activity and the dollar amount allocated thereto. The Schedule of Values shall be used as the basis for the preparation of Progress Invoices. Upon the Notice to Proceed, Owner shall pay to Contractor and/or to persons authorized by Contractor for Owner Purchases in current funds in an amount equal to (i) $8,102,500 less (ii) the sum of all payments made by Owner under any Limited Notice to Proceed. On or before August 31, 1998, Owner shall pay to Contractor and/or to persons authorized by Contractor for Owner Purchases in current funds the sum of $3,806,000. Thereafter, on or before the first (1st) Day of each calendar month during the performance of the Work, commencing with the calendar month of September, 1998 Contractor shall submit to Owner and Independent Engineer a thirty (30) day cycle on completed Progress Invoice. The Progress Invoice shall reflect the fifteenth (15th) progress achieved toward the Schedule of Values activities through the last day of each month, the previous (or, if the 15th day falls on a weekend or holiday, on Progress Invoice is delivered prior to the first business day thereafter. Contractor shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditionsmonth, the current) month (the "Invoice Month"). Each Application for Payment The Progress Invoice shall separately state the amount of taxes, duties and fees to be reimbursed to Contractor under Section 3.14. No Retainage shall be based upon the schedule of values submitted by the Contractor in accordance with the Contract Documents withheld from such taxes, duties and shall be accompanied by a properly completed sworn statement from Contractorfees. Further, each SubcontractorProgress Invoice shall contain a certification by Contractor that (i) the stated progress has been achieved, and each Sub-Subcontractor of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required by the Owner or Architect. The issuance of an Application for Payment constitutes a representation by the Contractor to the Owner that the Work has progressed to the point indicated; that (ii) the quality of the all Work for which payment is requested is in accordance with the Contract Documents; and that the terms of this Agreement, (iii) Contractor is entitled to payment in of the amount certified. The Architect shall review the Application invoiced, (iv) title to all materials and issue a Certificate for Payment equipment invoiced has passed or will pass in accordance with the provisions terms of this Agreement, (v) Contractor has paid in full or will pay all of its direct Subcontracts in accordance with the terms of their subcontracts for the proceeds of the WCC General Conditions. Each progress payment shall cover amount invoiced and has received certification from each of its Subcontractors that all of their respective Subcontractors have been paid in full or will be paid in accordance with the terms of their subcontracts for the proceeds of the amount due to invoiced, and (vi) upon receipt of the Contractor amount invoiced, (a) the Facility will be free of Subcontractor's liens for the Work as provided invoiced (or all Subcontractor's liens have been secured or removed in a manner satisfactory to Owner and Lender) and (b), Contractor waives its right to a lien for any Work furnished or performed through the WCC General Conditions; provideddate of the invoice to the extent of such amount. Owner and Independent Engineer shall review each such Progress Invoice and Owner shall pay to Contractor and/or to persons authorized by Contractor for Owner Purchases in current funds by the last day of the Invoice Month, howeverthe amount specified therein which is undisputed, there less Retainage, by wire transfer to the account specified in writing by Contractor or by such other means mutually agreed by the parties. Contractor agrees that it shall be retained from each Application not (i) submit an invoice for Payment, ten an amount in excess of one hundred and five percent (10105%) of the cumulative amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, set forth in the sole discretion of the Owner, after the estimated cash flow included in Exhibit F-2 or (ii) include in any Progress Invoice sums attributable to Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, the which Owner shall pay to the or Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedhas rejected.

Progress Payments. Progress payments shall be made on a thirty § 12.4.1 Provided that (30i) day cycle on the fifteenth Contractor has satisfied the requirements of Section 12.2 not later than the tenth (15th10th) day of each a calendar month, or, if (ii) the 15th day falls on Architect has issued a weekend or holiday, on the first business day thereafter. Contractor shall submit Applications Certificate for Payment for the amount requested in accordance with Article 9 of the WCC General Conditions. Each Application for Payment shall be based upon and (iii) the schedule of values submitted Application for Payment has been approved by the Owner, the Owner shall make payment of the amount becoming owing to the Contractor not later than the last day of the same month. If an § 12.4.2 The Contractor shall promptly pay each subcontractor and supplier, upon receipt of payment from the Owner, an amount determined in accordance with the Contract Documents terms of the applicable subcontracts and purchase orders. § 12.4.3 Neither the Owner nor the Architect shall be accompanied by have responsibility for payments to a properly completed sworn statement from Contractorsubcontractor or supplier. § 12.4.4 A Certificate for Payment, each Subcontractora progress payment, and each Sub-Subcontractor or partial or entire use or occupancy of any tier whose subcontract exceeds $2,000.00, and such other supporting documents as may be required the Project by the Owner or Architectshall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents. The issuance In taking action on the Contractor’s Applications for Payment, the Architect and Owner shall be entitled to rely on the accuracy and completeness of an Application for Payment constitutes a representation the information furnished by the Contractor and shall not be deemed to the Owner represent that the Work has progressed to Architect and Owner have made a detailed examination, audit or arithmetic verification of the point indicateddocumentation submitted; that the quality Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. § 12.4.5 If at any time Owner, in its sole good faith judgment, determines that the portion of the Contract Sum then remaining unpaid will not be sufficient to pay for the completion of the Work is in accordance with the Contract Documents; , no additional payment will be due Contractor unless and until Contractor performs a sufficient portion of the Work so that such portion of the Contractor Contract Sum then remaining unpaid is entitled determined by Owner to payment in be sufficient to complete the amount certified. The Architect shall review the Application and issue a Certificate for Payment Work in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due Contract Documents. § 12.4.6 All amounts to become owing to the Contractor for the Work as provided in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, subject to ten percent (10%) of the amount of the Application until Final Completion of the Work. The amount of the retainage may retainage, to be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application to the Architect, held by the Owner shall pay to the Contractor such amounts, if any, certified by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedfinal payment.

Progress Payments. Progress payments shall be made on a thirty 6.2.1 At least ten (3010) day cycle on days before the fifteenth (15th) day of date established for each monthprogress payment, or, if the 15th day falls on a weekend or holiday, on the first business day thereafter. Contractor CMAR shall submit Applications for Payment in accordance with Article 9 of the WCC General Conditions. Each an itemized Application for Payment shall be based upon the schedule of values submitted by the Contractor prepared in accordance with the Contract Documents schedule of values, for completed portions of the Work. The application shall be supported by all data substantiating the ▇▇▇▇’▇ right to payment that the CITY and Consultant require. 6.2.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. Each application shall include an updated progress schedule acceptable to the CITY, copies of requisitions, and releases and waivers of liens from Subcontractors and Suppliers and shall be accompanied by a properly completed sworn statement from Contractorreflect retainage described below. 6.2.3 Five percent (5%) of the total amount billed, each Subcontractorexcluding General Requirements, Insurance, and Bonds, per invoice shall be retained by the CITY until completion of the project and acceptance by the CITY. 6.2.4 CITY and Consultant shall review each Sub-Subcontractor Application for Payment and may make such exceptions, reasonably deem necessary or appropriate. 6.2.5 After receipt and review of any tier whose subcontract exceeds $2,000.00the ▇▇▇▇’▇ Application for Payment, the Consultant will either (1) issue to the CITY a Certificate of Payment in the full amount of the Application for Payment; or (2) issue to the CITY a Certificate for Payment for such amounts as the Consultant determines is properly due, and such other supporting documents as may be required by notify the Owner ▇▇▇▇ and CITY of the Consultants reasons for withholding certification in part; or Architect. (3) withhold certification of the entire Application for Payment, and notify the ▇▇▇▇ and CITY of the Consultant’s reason for withholding certification in whole. 6.2.6 The issuance of an Application a Certificate for Payment constitutes will constitute a representation by the Contractor Consultant to the Owner that CITY, based on the Consultant’s evaluation of the Work and the data in the Application for Payment, that, to the best of the Consultant’s knowledge, information, and belief, the Work has progressed to the point indicated; that , the quality of the Work is in accordance with the Contract Documents; , and that the Contractor CMAR is entitled to payment in the amount certified. The Architect shall review foregoing representations are subject to an evaluation of the Application Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and issue inspections, to correction or minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Consultant. However, the issuance of a Certificate for Payment will not be a representation that the Consultant has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and Suppliers and other data requested by the CITY to substantiate the ▇▇▇▇’▇ right to payment; or (4) made examination to ascertain how or for what purpose the CMAR has used money previously paid on account of the Contract Price. 6.2.7 Consultant may withhold a Certificate for Payment in accordance with the provisions of the WCC General Conditions. Each progress payment shall cover the amount due whole or in part, to the Contractor for extent reasonably necessary to protect the Work as provided CITY, if in the WCC General Conditions; provided, however, there shall be retained from each Application for Payment, ten percent (10%) of Consultant’s opinion the amount of the Application until Final Completion of the Work. The amount of the retainage may be reduced, in the sole discretion of the Owner, after the Work is fifty percent completed. Within 30 days after the submittal of the Application representations to the Architect, the Owner shall pay to the Contractor such amounts, if any, certified CITY required by the Architect and approved by the Owner, less the retained percentage. The Owner may defer processing of progress payments until work having a prior sequence, as provided in the Contract Documents, is in place and is approvedArticle 6.