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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. If a 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.A4.3, 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
L1.01.A4.1 and 11.01.A4.2 and that any higher tier Subcontractor and CONTRACTOR will each 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 11.01.4.4, 11.01.4.5, 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.e inclusive,

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.

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12.04 Delays within CONTRACTOR's Control

A. The Contract Times (or Milestones) will not be extended due to delays with 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.

ARTICLE 13 - TESTS AND ENSPECTIONS; 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 ta 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:

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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, re-inspection, 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 m connection
therewith, and furnish ENGINEER the required certificates of inspection or approval.

D. CONTRACTOR shail 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. [f 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.

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 right 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

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attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the
parties are unable fo 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 af 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 ail 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).

13.07 Correction Period

A. If within one year afier 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 avatiable 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: (i) repair such defective land or areas, or (ii) 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.

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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 payrnent, 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, 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 nights
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 shaili 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.

GC - 45 of 53

14.02 Progress Payment

A. Review of Applications.

1. Prior to submittal of Application for Payment to OWNER (but not more often than once a month), the
CONTRACTOR shall submit the monthly progress estimate to the ENGINEER for review and approval.

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

3. ENGINEER's recommendation of any payment requested in a progress estimate 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.

4. By recommending any such payment ENGINEER will not thereby be deemed to have represented that: (i)
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.

5. 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 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.

6. 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;

GC - 46 of 53

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.

B. Applications for Payments.

1.

CONTRACTOR shall submit to OWNER the ENGINEER recommended 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. [f 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 fal payment shall specifically list the work
completed. Requests for payment for services performed under this agreement shall be submitted as stipulated
in Article 6 ~ Payment and Procedures in the Agreement.

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.

C. Payment Becomes Due

i,

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.

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Attachment A

SmartShopper Program.

Except as the parties may otherwise agree and document in an amendment, Sapphire Digital shall
adhere to the following requirements for the SmartShopper Program:

A. A Member shall be able to obtain provider related cost information for select medical
procedures as well as information regarding the availability of any associated Incentive
Reward Payment, by either contacting Sapphire Digital through a toll free telephone
number or a website, both of which shall be provided for by Sapphire Digital.

B. The list of medical procedures included in the SmartShopper Program are described in
“Attachment B”.

C. Sapphire Digital shall issue Incentive Reward Payments to Members in the amounts
mutually agreed upon by the Customer and Sapphire Digital as described in Attachment
B.

D. Prior to providing any information, Sapphire Digital shall require the Member to verify
Member’s eligible status to use the SmartShopper Program.

E. Following Sapphire Digital’s verification of eligibility, the Member shall indicate the
healthcare procedure to be performed as well as his/her initial preference, if they were to
have one, on the location to have the procedure performed.

F. Sapphire Digital shall provide to the Member cost-related information related to
Customer’s participating providers who can perform the requested procedure. Sapphire
Digital shall also inform the Member which providers, if any; will qualify the Member for
an Incentive Reward Payment.

G. Upon Sapphire Digital’s verification of the Member’s use of a provider that qualified
him/her for an Incentive Reward Payment, Sapphire Digital shall send the Incentive
Reward Payment to the Member. Sapphire Digital shall verify Member’s qualification for
an Incentive Reward Payment by confirming, utilizing claims payment information
provided by Anthem Inc. that a request for payment from the provider for the specific
service in question was received and processed by Anthem Inc.

H. Reporting: Sapphire Digital will provide the Customer with Standard Performance
Reports monthly, no later than the last day of the month following the applicable reporting
month (e.g., Sapphire Digital provides January reports by the last day of February).

I. | Website and Phone Support: Sapphire Digital will make available and maintain the
Sapphire Digital website for use by Members for the delivery of the Program. The website
will be hosted by Sapphire Digital , using industry standard security measures, and shall
be available twenty-four (24) hours per day to provide Members the capability to search
and identify relative costs and Member Incentive Reward information for select medical
procedures included in the applicable Program, with the exception of regularly scheduled
maintenance and downtime, which shall not occur during Sapphire Digital’s regular
business hours. Sapphire Digital shall also make available telephonic support through a
dedicated toll free telephone number to its Call Center during its standard operating hours.

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.

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 shail be attached to the certificate a tentative list of items to be completed or
corrected before final payment. OWNER shail 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 issumg 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 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.

GC - 48 of 53

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 ail 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: (i) all
documentation called for in the Contract Documents, including but not limited to the evidence of insurance
required by subparagraph 5.04.B.7; (11) consent of the surety, if any, to final payment; and Gii) 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 furnish 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 (i) 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

i. 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 return 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.

C. Payment Becomes Due
|. Thirty days after the presentation to OWNER of the Application for Payment and accompanying documentation,

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

GC - 49 of 53