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ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES

12.01 Change of Contract Price

A. The Contract Price may only be changed by a Change Order or by a Written Amendment. Any Claim for an
adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the
ENGINEER and the other party to the Contract in accordance with the provisions of paragraph 10.05.

B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price
will be determined as follows:

1. Where the Work involved is covered by unit prices contained in the Contract Documents, by application of
such unit prices to the quantities of the items involved (subject to the provisions of paragraph 11.03); or

2. Where the Work involved is not covered by unit prices contained in the Contract Documents, by a
mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in
accordance with paragraph 12.01.C.2); or

3. Where the Work involved is not covered by unit prices contained in the Contract Documents an agreement
to a lump sum is not reached under paragraph 12.01.B.2, on the basis of the cost of the Work (determined as
provided in paragraph 11.01) plus a CONTRACTOR's fee for overhead and profit (determined as provided in
paragraph 12.01.C).

C. CONTRACTOR's Fee: The CONTRACTOR's fee for overhead and profit shall be determined as follows:
1. A mutually acceptable fixed fee: or

2. Ifa fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of
the Cost of the Work:

a. For costs incurred under paragraphs 11.01.A.1 and 11.01.A.2, the CONTRACTOR's fee shall be 15
percent;

b. For costs incurred under paragraph 11.01.A.3, the CONTRACTOR's fee shall be five percent;

c. Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed
fee is agreed upon, the intent of paragraph 12.01.C.2.a. is that the Subcontractor who actually performs
the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor
under paragraphs) =11.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and
CONTRACTOR will cach be paid a fee of five percent of the amount paid to the next lower tier
Subcontractor;

d. No fee shall be payable on the basis of costs itemized under paragraphs 11.01.A.4, 11.01.A.5, and
11.01.B;

e. The amount of credit to be allowed by CONTRACTOR to OWNER for any change which results in a
net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in
CONTRACTOR's fee by an amount equal to five percent of such net decrease; and

f. When both addition and credits are involved in any one change, the adjustment in CONTRACTOR's

fee shall be computed on the basis of the net change in accordance with paragraphs 12.01.C.2.a through
12.01.C.2.¢ inclusive.

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12.02 Change of Contract Times

A. The Contract Times (or Milestones) may only be changed by a Change Order or by a Written Amendment.
Any Claim for an adjustment in the Contract Times (or Milestones) shall be based on written notice submitted by
the party making the claim to the ENGINEER and the other party to the Contract in accordance with the
provisions of paragraph 10.05.

B. Any adjustment of the contract Times (or Milestones) covered by a Change Order or of any Claim for an
adjustment in the Contract Times (or Milestones) will be determined in accordance with the provisions of this
Article 12.

12.03 Delays beyond CONTRACTOR'S Control

A. Where CONTRACTOR is prevented from completing any part of the Work within the Contract Times (or
Milestones) due to delay beyond the control of CONTRACTOR, the Contract Times (or Milestones) will be
extended in an amount equal to the time lost due to such delay if a Claim is made therefore as provided in
paragraph 12.02.A. Delays beyond the control of CONTRACTOR shall include, but not be limited to, acts or
neglect by OWNER, acts or neglect of utility owners or other contractors performing other work as contemplated
by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God.

12.04 Delays within CONTRACTOR's Control

A. The Contract Times (or Milestones) will not be extended due to delays within the control of CONTRACTOR.
Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within
the control of CONTRACTOR.

12.05 Delays beyond OWNER's and CONTRACTOR'S Control

A. Where CONTRACTOR is prevented from completing any part of the Work within the Contract Times (or
Milestones) due to delay beyond the control of both OWNER and CONTRACTOR, an extension of the Contract
Times (or Milestones) in an amount equal to the time lost due to such delay shall be CONTRACTOR's sole and
exclusive remedy for such delay.

12.06 Delay Damages

A. In no event shall OWNER or ENGINEER be liable to CONTRACTOR, any Subcontractor, any Supplier, or
any other person or organization, or to any surety for or employee or agent of any of them, for damages arising
out of or resulting from:

1. Delays caused by or within the control of CONTRACTOR; or
2. Delays beyond the control of both OWNER and CONTRACTOR including but not limited to fires, flood,
epidemics, abnormal weather conditions, acts of God, or acts or neglect by utility owners or other contractors
performing other work as contemplated by Article 7.
B. Nothing in this paragraph 12.06 bars a change in Contract Price pursuant to this Article 12 to compensate

CONTRACTOR due to delay, interference, or disruption directly attributable to actions or inactions of OWNER
or anyone from whom OWNER is responsible.

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ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF
DEFECTIVE WORK

13.01 Notice of Defects

A. Prompt notice of all defective Work of which OWNER or ENGINEER has actual knowledge will be given to
CONTRACTOR. All defective Work may be rejected, corrected, or accepted as provided in this Article 13.

13.02 Access to Work

A. OWNER, ENGINEER, ENGINEER'S Consultants, other representatives and personnel of OWNER,
independent testing laboratories, and governmental agencies with jurisdictional interest will have access to the
Site and the Work at reasonable times for their observation, inspecting, and testing. CONTRACTOR shall
provide them proper and safe conditions for such access and advise them of CONTRACTOR's Site safety
procedures and programs so that they may comply therewith as applicable.

13.03 Tests and Inspections

A. CONTRACTOR shall give ENGINEER timely notice of readiness of the Work for all required inspections,
tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or
tests.

B. OWNER shall employ and pay for the services of an independent testing laboratory to perform all inspections,
tests, or approvals required by the Contract Documents except:

1. For inspections, tests, or approvals covered by paragraphs 13.03.C and 13.03.D below;

2. That costs incurred in connection with tests or inspections conducted pursuant to paragraph 13.04.B shall
be paid as provided in said paragraph 13.04.B; and

3. As otherwise specifically provided in the Contract Documents.

4. That costs incurred by OWNER due to retesting, reinspection, or standby time due to unacceptable
materials, or workmanship provided by the CONTRACTOR, or due to poor scheduling by the
CONTRACTOR of tests of inspections, will be deducted from the payments to the CONTRACTOR.
CONTRACTOR shall stop work as necessary to allow for inspections and tests by OWNER and
ENGINEER.

C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically
to be inspected, tested, or approved by an employee or other representative of such public body, CONTRACTOR
shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in
connection therewith, and furnish ENGINEER the required certificates of inspection or approval.

D. CONTRACTOR shall be responsible for arranging and obtaining and shall pay all costs in connection with
any inspections, tests, or approvals required for OWNER'S and ENGINEER's acceptance of materials or
equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for
approval prior to CONTRACTOR's purchase thereof for incorporation in the Work. Such inspections, tests, or
approvals shall be performed by organizations acceptable to OWNER and ENGINEER.

E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by CONTRACTOR
without written concurrence of ENGINEER, it must, if requested by ENGINEER, be uncovered for observation.

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F. Uncovering Work as provided in paragraph 13.03.E shall be at CONTRACTOR's expense unless
CONTRACTOR has given ENGINEER timely notice of CONTRACTOR's intention to cover the same and
ENGINEER has not acted with reasonable promptness in response to such notice.

G. The OWNER intends to provide inspection for the project. The inspector will be available during a forty (40)
hour period during the week from Monday through Friday. In the event the CONTRACTOR receives permission
from the OWNER and elects to work more than forty hours during the week or more than 10 hours in one day, or
on a Saturday, Sunday, or legal holiday, the CONTRACTOR shall be responsible for all inspection, engineering
and testing costs incurred during that period. For all inspection and testing work performed on Saturday, Sunday,
or legal holidays, the minimum chargeable time shall be four (4) hours. The OWNER reserves the nght to deduct
these inspection, engineering, and testing costs directly from the CONTRACTOR’S payments.

13.04 Uncovering Work

A. If any Work is covered contrary to the written request of ENGINEER, it must, if requested by ENGINEER, be
uncovered for ENGINEER's observation and replaced at CONTRACTOR’S expense.

B. If ENGINEER considers it necessary or advisable that covered Work be observed by ENGINEER or inspected
or tested by others, CONTRACTOR, at ENGINEER's request, shall uncover, expose, or otherwise make
available for observation, inspection, or testing as ENGINEER may require, that portion of the Work in question,
furnishing all necessary labor, material, and equipment. If it is found that such Work is defective,
CONTRACTOR shall pay all Claims, costs, losses, and damages (including but not limited to all fees and
charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute
resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and
of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of
work of others); and OWNER shall be entitled to an appropriate decrease in the Contract Price. If the parties are
unable to agree as to the amount thereof, OWNER may make a Claim therefore as provided in paragraph 10.05.
If, however, such Work is not found to be defective, CONTRACTOR shall be allowed an increase in the Contract
Price or an extension of the Contract Times (or Milestones), or both, directly attributable to such uncovering,
exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as
to the amount or extent thereof, CONTRACTOR may make a Claim therefore as provided in paragraph 10.05.

13.05 OWNER May Stop the Work

A. If the Work is defective, or CONTRACTOR fails to supply sufficient skilled workers or suitable materials or
equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract
Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause of
such order has been eliminated; however, this right of OWNER to stop the Work shall not give rise to any duty
on the part of OWNER to exercise this right for the benefit of CONTRACTOR, any Subcontractor, any Supplier,
any other individual or entity, or any surety for, or employee or agent of any of them.

13.06 Correction or Removal of Defective Work

A. CONTRACTOR shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the
Work has been rejected by ENGINEER, remove it from the Project and replace it with Work that is not defective.
CONTRACTOR shall pay all Claims, costs, losses, damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution
costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or
replacement of work of others).

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13.07 Correction Period

A. If within one year after the date of Substantial Completion or such longer period of time as may be prescribed
by Laws or Regulations or by the terms of any applicable special guarantee required by the Contract documents
or by any specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any
damages to the land or areas made available for CONTRACTOR's use by OWNER or permitted by Laws and
Regulations as contemplated in paragraph 6.11.A is found to be defective, CONTRACTOR shall promptly,
without cost to OWNER and in accordance with OWNER's written instructions: (1) repair such defective land or
areas, or (11) correct such defective Work or, if the defective Work has been rejected by OWNER, remove it from
the Project and replace it with Work that is not defective, and (iii) satisfactorily correct or repair or remove and
replace any damage to other Work, to the work of others or other land or areas resulting there from. If
CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where delay
would cause serious risk of loss or damage, OWNER may have the defective Work corrected or repaired or may
have the rejected Work removed and replaced, and all Claims, costs, losses, and damages (including but not
limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or
arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal
and replacement (including but not limited to all costs of repair or replacement work of others) will be paid by
CONTRACTOR.

B. In special circumstances where a particular item of equipment is placed in continuous service before
Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if
so provided in the Specifications or by Written Amendment.

C. Where defective Work (and damage to other Work resulting there from) has been corrected or removed and
replaced under this paragraph 13.07, the correction period hereunder with respect to such Work will be extended
for an additional period of one year after such correction or removal and replacement has been satisfactorily
completed.

D. CONTRACTOR's obligations under this paragraph 13.07 are in addition to any other obligation or warranty.
The provisions of this paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of
any applicable statute of limitation or repose.

13.08 Acceptance of Defective Work

A. If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to
ENGINEER's recommendation of final payment, ENGINEER) prefers to accept it, OWNER may do so,
CONTRACTOR shall pay all Claims, costs, losses, and damages (including but not limited to all fees and
charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute
resolution costs) attributable to OWNER's evaluation of and determination to accept such defective Work (such
costs to be approved by ENGINEER as to reasonableness) and the diminished value of the Work to the extent not
otherwise paid by CONTRACTOR pursuant to this sentence. If any such acceptance occurs prior to
ENGINEER's recommendation of final payment, a Change Order will be issued incorporating the necessary
revisions in the Contract Price, reflecting the diminished value of Work so accepted. If the parties are unable to
agree as to the amount thereof, OWNER may make a Claim therefore as provided in paragraph 10.05. If the
acceptance occurs after such recommendation, an appropriate amount will be paid by CONTRACTOR to
OWNER.

13.09 OWNER May Correct Defective Work

A. If CONTRACTOR fails within a reasonable time after written notice from ENGINEER to correct defective
Work or to remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13.06.A,

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or if CONTRACTOR fails to perform the Work in accordance with the Contract Documents, or if
CONTRACTOR fails to comply with any other provision of the Contract Documents, OWNER may, after seven
days written notice to CONTRACTOR, correct and remedy any such deficiency.

B. In exercising the rights and remedies under this paragraph, OWNER shall proceed expeditiously. In
connection with such corrective and remedial action, OWNER may exclude CONTRACTOR from all or part of
the Site, take possession of all or part of the Work and suspend CONTRACTOR's services related thereto, take
possession of CONTRACTOR's tools, appliances, construction equipment and machinery at the Site, and
incorporate in the Work all materials and equipment stored at the Site or for which OWNER has paid
CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER's
representatives, agents and employees, OWNER's other contractors, and ENGINEER and ENGINEER's
Consultants access to the Site to enable OWNER to exercise the rights and remedies under this paragraph.

C. All Claims, costs, losses, and damages (including but not limited to all fees and charges of engineers,
architects, attomeys, and other professionals and all court or arbitration or other dispute resolution costs)
incurred or sustained by OWNER in exercising the rights and remedies under this paragraph 13.09 will be
charged against CONTRACTOR, and a Change Order will be issued incorporating the necessary revisions in the
Contract Documents with respect to the Work; and OWNER shall be entitled to an appropriate decrease in the
Contract Price. If the parties are unable to agree as to the amount of the adjustment, OWNER may make a Claim
therefore as provided in paragraph 10.05. Such claims, costs, losses and damages will include but not be limited
to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or
replacement of CONTRACTOR's defective Work.

D. CONTRACTOR shall not be allowed an extension of the Contract Times (or Milestones) because of any delay
in the performance of the Work attributable to the exercise by OWNER of OWNER's rights and remedies under
this paragraph 13.09.

ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION

14.01 Schedule of Values

A. The schedule of values established as provided in paragraph 2.01.A will serve as the basis for progress
payments and will be incorporated into a form of Application for Payment acceptable to ENGINEER. Progress
payments on account of Unit Price Work will be based on the number of units completed.

14.02 Progress Payment
A. Applications for Payments

1. At least 20 days before the date established for each progress payment (but not more often than once a
month), CONTRACTOR shall submit to OWNER an Application for Payment filled out and signed by
CONTRACTOR covering the Work completed as of the date of the Application and accompanied by
such supporting documentation as is required by the Contract Documents. If payment is requested on the
basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the
Site or at another location agreed to in writing, 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 and evidence that the materials and equipment are covered by
appropriate property insurance or other arrangements to protect OWNER's interest therein, all of which
must be satisfactory to OWNER. Any request for partial or final payment shall specifically list the work
completed. To facilitate the proper and timely payment of applications, the OWNER requires
that all applications must reference a valid PURCHASE ORDER NUMBER, as submitted to
CONTRACTOR under the Notice to Proceed, be in original format; OWNER will not authorize
payments from carbon or Xerox copies, and mailed directly to the following address:

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City of Nashua

Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

Attn: Division of Public Works

2. Beginning with the second Application for Payment, each Application shall include an affidavit of
CONTRACTOR stating that all previous progress payments received on account of the Work have been
applied on account to discharge CONTRACTOR's legitimate obligations associated with prior Applications
for Payment.

3. The amount of retainage with respect to progress payments will be stipulated in the Agreement.
B. Review of Applications.

1. ENGINEER will, within 10 days after receipt of each Application for Payment, either indicate in writing a
recommendation of payment and present the Application to OWNER or return the Application to
CONTRACTOR indicating in writing ENGINEER's reasons for refusing to recommend payment. In the
latter case, CONTRACTOR may make the necessary corrections and resubmit the Application.

2. ENGINEER's recommendation of any payment requested in an Application for Payment will constitute a
representation by ENGINEER to OWNER, based on ENGINEER's observations on the Site of the executed
Work as an experienced and qualified design professional and on ENGINEER's review of the Application for
Payment and the accompanying date and schedules, that to the best of ENGINEER's knowledge, information
and belief:

a. The Work has progressed to the point indicated;

b. The quality of the Work is generally in accordance with the Contract Documents (subject to an
evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of
any subsequent tests called for in the Contract documents, to a final determination of quantities and
classifications for Unit Price Work under paragraph 9.08 and to any other qualifications stated in the
recommendation); and

c. The conditions precedent to CONTRACTOR's being entitled to such payment appears to have been
fulfilled in so far as it is ENGINEER's responsibility to observe the Work.

3. By recommending any such payment ENGINEER will not thereby be deemed to have represented that: (1)
inspections made to check the quality or the quantity of the Work as it has been performed have been
exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work
beyond the responsibilities specifically assigned to ENGINEER in the Contract Documents; or (ii) that there
may not be other matters or issues between the parties that might entitle CONTRACTOR to be paid
additionally by OWNER or entitle OWNER to withhold payment to CONTRACTOR.

4. Neither ENGINEER's review of CONTRACTOR's Work for the purposes of recommending payments nor
ENGINEER's recommendation of any payment, including final payment, will impose responsibility on
ENGINEER to supervise, direct, or control the Work or for the means, methods, techniques, sequences, or
procedures of construction, or the safety precautions and programs incident thereto, or for CONTRACTOR's
failure to comply with Laws and Regulations applicable to CONTRACTOR's performance of the Work.
Additionally, said review or recommendation will not impose responsibility on ENGINEER to make any
examination to ascertain how or for what purposes CONTRACTOR has used the moneys paid on account of

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the Contract Price, or to determine that title to any of the Work, materials, or equipment has passed to
OWNER free and clear of any Liens.

5. ENGINEER may refuse to recommend the whole or any part of any payment if, in ENGINEER's opinion,
it would be incorrect to make the representations to OWNER referred to in paragraph 14.02.B.2.
ENGINEER may also refuse to recommend any such payment or, because of subsequently discovered
evidence or the results of subsequent inspections or tests, revise or revoke any such payment
recommendation previously made, to such extent as may be necessary in ENGINEER's opinion to protect
OWNER from loss because:

a. The Work is defective, or completed Work has been damaged, requiring correction or replacement;
b. The Contract Price has been reduced by Written Amendment or Change Orders;

c. OWNER has been required to correct defective Work or complete Work in accordance with paragraph
13.09; or

d. ENGINEER has actual knowledge of the occurrence of any of the events enumerated in paragraph
15.02.A.

C. Payment Becomes Due

1. Not more than 30 days after presentation of the application for payment to OWNER with ENGINEER’s

recommendation, the amount recommended will become due, and when due will be paid by OWNER to
CONTRACTOR.

D. Reduction in Payment.
1. OWNER may refuse to make payment of the full amount recommended by ENGINEER because:

a. Claims have been made against OWNER on account of CONTRACTOR's performance or furnishing
of the Work;

b. Liens have been filed in connection with the Work, except where CONTRACTOR has delivered a
specific Bond satisfactory to OWNER to secure the satisfaction and discharge of such Liens;

c. There are other items entitling OWNER to a set-off against the amount recommended; or

d. OWNER has actual knowledge of the occurrence of any of the events enumerated in paragraphs
14.02.B.5.a through 14.02.B.5.c or paragraph 15.02.A.

2. If OWNER refuses to make payment of the full amount recommended by ENGINEER, OWNER must give
CONTRACTOR immediate written notice (with a copy to ENGINEER) stating the reasons for such action
and promptly pay CONTRACTOR any amount remaining after deduction of the amount so withheld.
OWNER shall promptly pay CONTRACTOR the amount so withheld, or any adjustment thereto agreed to by
OWNER and CONTRACTOR, when CONTRACTOR corrects to OWNER's satisfaction the reasons for
such action.

3. If it is subsequently determined that OWNER's refusal of payment was not justified, the amount
wrongfully withheld shall be treated as an amount due as determined by paragraph 14.02.C.1.

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14.03 CONTRACTOR’S Warranty of Title

A. CONTRACTOR warrants and guarantees that title to all Work, materials, and equipment covered by any
Application for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time
of payment free and clear of all Liens.

14.04 Substantial Completion

A. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify
OWNER and ENGINEER in writing that the entire Work is substantially complete (except for items specifically
listed by CONTRACTOR as incomplete) and request that ENGINEER issue a certificate of Substantial
Completion. Promptly thereafter, OWNER, CONTRACTOR, and ENGINEER shall make an inspection of the
Work to determine the status of completion. If ENGINEER does not consider the Work substantially complete,
ENGINEER will notify CONTRACTOR in writing giving the reasons therefore. If ENGINEER considers the
Work substantially complete, ENGINEER will prepare and deliver to OWNER a tentative certificate of
Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the
certificate a tentative list of items to be completed or corrected before final payment. OWNER shall have seven
days after receipt of the tentative certificate during which to make written objection to ENGINEER as to any
provisions of the certificate or attached list. If, after considering such objections, ENGINEER concludes that the
Work is not substantially complete, ENGINEER will within 14 days after submission of the tentative certificate
to OWNER notify CONTRACTOR in writing, stating the reasons therefore. If after consideration of OWNER's
objections, ENGINEER considers the Work substantially complete, ENGINEER will within said 14 days execute
and deliver to OWNER and CONTRACTOR a definitive certificate of Substantial Completion (with a revised
tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as
ENGINEER believes justified after consideration of any objections from OWNER. At the time of delivery of the
tentative certificate of Substantial Completion ENGINEER will deliver to OWNER and CONTRACTOR a
written recommendation to division of responsibilities pending final payment between OWNER and
CONTRACTOR with respect to security, operation, safety, and protection of the Work, maintenance, heat,
utilities, insurance, and warranties and guarantees. Unless OWNER and CONTRACTOR agree otherwise in
writing and so inform ENGINEER in writing prior to ENGINEER's issuing the definitive certificate of
Substantial Completion, ENGINEER's aforesaid recommendation will be binding on OWNER and
CONTRACTOR until final payment.

B. OWNER shall have the right to exclude CONTRACTOR from the Site after the date of Substantial
Completion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the
tentative list.

14.05 Partial Utilization

A. Use by OWNER at OWNER's option of any substantially completed part of the Work which has specifically
been identified in the Contract Documents, or which OWNER, ENGINEER and CONTRACTOR agree
constitutes a separately functioning and usable part of the Work that can be used by OWNER for its intended
purpose without significant interference with CONTRACTOR's performance of the remainder of the Work, may
be accomplished prior to Substantial Completion of all the Work subject to the following conditions.

1. OWNER at any time may request CONTRACTOR in writing to permit OWNER to use any such part of
the Work which OWNER believes to be ready for its intended use and substantially complete. If
CONTRACTOR agrees that such part of the Work is substantially complete, CONTRACTOR will certify to
OWNER and ENGINEER that such part of the Work is substantially complete and request ENGINEER to
issue a certificate of Substantial Completion for that part of the Work. Within a reasonable time after either
such request, OWNER, CONTRACTOR, and ENGINEER shall make an inspection of that part of the Work
to determine its status of completion. If ENGINEER does not consider that part of the Work to be

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substantially complete, the provisions of paragraph 14.04 will apply with respect to certification of
Substantial Completion of that part of the Work and the division of responsibility in respect thereof and
access thereto.

2. No occupancy or separate operation of part of the Work may occur prior to compliance with the
requirements of paragraph 5.10 regarding property insurance.

14.06 Final Inspection

A. Upon written notice from CONTRACTOR that the entire Work or an agreed portion thereof is complete,
ENGINEER will promptly make a final inspection with OWNER and CONTRACTOR and will notify
CONTRACTOR in writing of all particulars in which this inspection reveals that the Work is incomplete or
defective. CONTRACTOR shall immediately take such measures as are necessary to complete such Work or
remedy such deficiencies.

14.07 Final Payment
A. Application for Payment

1. After CONTRACTOR has, in the opinion of ENGINEER, satisfactorily completed all corrections
identified during the final inspection and has delivered, in accordance with the Contract Documents, all
maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of
insurance certificates of inspection, marked-up record documents (as provided in paragraph 6.12), and other
documents, CONTRACTOR may make application for final payment following the procedure for progress

payments.

2. The final Application for Payment shall be accompanied (except as previously delivered) by: (a) all
documentation called for in the Contract Documents, including but not limited to the evidence of insurance
required by subparagraph 5.04.B.7; (ii) consent of the surety, if any, to final payment; and (111) complete and
legally effective releases or waivers (satisfactory to OWNER) of all Lien rights arising out of or Liens
filed in connection with the Work.

3. In lieu of the releases or waivers of Liens specified in paragraph 14.07.A.2 and as approved by OWNER,
CONTRACTOR may fumish receipts or releases in full and an affidavit of CONTRACTOR that: (i) the
releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and
(11) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which
OWNER or OWNER's property might in any way be responsible have been paid or otherwise satisfied. If
any Subcontractor or Supplier fails to furnish such a release or receipt in full, CONTRACTOR may furnish a
Bond or other collateral satisfactory to OWNER to indemnify OWNER against any lien.

B. Review of Application and Acceptance

1. If, on the basis of ENGINEER's observation of the Work during construction and final inspection, and
ENGINEER's review of the final Application of Payment and accompanying documentation as required by
the Contract Documents, ENGINEER is satisfied that the Work has been completed and CONTRACTOR's
other obligations under the Contract Documents have been fulfilled, ENGINEER will, within ten days after
receipt of the final Application for Payment, indicate in writing ENGINEER's recommendation of payment
and present the Application for Payment to OWNER for payment. At the same time ENGINEER will also
give written notice to OWNER and CONTRACTOR that the Work is acceptable subject to the provisions of
paragraph 14.09. Otherwise, ENGINEER will retum the Application for Payment to CONTRACTOR,
indicating in writing the reasons for refusing to recommend final payment, in which case CONTRACTOR
shall make the necessary corrections and resubmit the Application for Payment.

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