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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 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.

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 mspection 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 Werk

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

GC - 43 of 53

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).

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
jand 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: (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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SmartShopper

May 2022 Performance Report

Account: CITY OF NASHUA
Program Date: 07/01/19

Executive Summary

Total Population

4,899 Members

2,015 Households

Engagement Summary - Program to Date

2,015

Households

337

Households Activated

248
Households Shopped

107

Households Converted

Program Savings

$312,614

Total Gross Savings

Savings Summary

Timeframe Gross Savings
MTD $10,112
YTD $55,499
PTD $312,614

17%

Activation Rate

74%
Activated Shop Rate

43%

Conversion Rate

Vv

$270,614

Total Claims Savings

Incentives

Paid($) Claims Savings
$1,525 $8,587
$6,800 $48,699
$42,000 $270,614

Benchmarks

6%

Activation

47%
Activated Shop

34%
Shop Conversion

$577

Claims Savings Per Incentive

Incentives Savings Per
Paid(#) Incentive
16 $537
77 $632
469 $577

Page 1 of 6

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, 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 ail or part of the Site, take
possession of ail 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,
attorneys, 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.

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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
retum 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 (i) that there may not be other
matters or issues between the parties that might entitle CONFRACTOR 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. 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. 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

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.

GC - 47 of 53

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 substantialiy 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 shail 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 shail 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 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: (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; Gi} consent of the surety, if any, to final payment; and (iit) 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 14.07.4.2 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 (ii) 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 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
1. 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

14.08 Final Completion Delayed

A. If, through no fault of CONTRACTOR, final completion of the Work is significantly delayed, and if ENGINEER so
confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and recommendation of
ENGINEER, and without terminating the Agreement, make payment of the balance due for that portion of the Work
fully completed and accepted. If the remaining balance to be held by OWNER for Work not fully completed or
corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in
paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully
completed and accepted shall be submitted by CONTRACTOR to ENGINEER with the Application for such payment.
Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute
a waiver of Claims.

14.09 Waiver of Claims
A. The making and acceptance of final payment will constitute:
1. A waiver of all Claims by CONTRACTOR against OWNER other than those previously made in writing which

are still unsettled.
ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 Termination, Abandonment, or Suspension at Will

The OWNER, in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the OWNER chooses to terminate, abandon, or suspend all or part of the project, it shall provide
CONTRACTOR 10 day’s written notice of its intent to do so.

Hf all or part of the project is suspended for more than 90 days, the suspension shall be treated as a termination at will
of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, CONTRACTOR shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as may be necessary or
required for completion of such portion of work under the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the OWNER of all
orders or subcontracts to the extent they relate to the performance of work terminated, abandoned, or suspended
under the notice, assign to the OWNER any orders or subcontracts specified in the notice, and revoke agreements
specified in the notice.

4, Not resume work after the effective date of a notice of suspension until receipt of a written notice from the
OWNER to resume performance.

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shall receive all amounts due and
not previously paid to CONTRACTOR for work satisfactorily completed in accordance with the contract prior to the
date of the notice and compensation for work thereafter completed as specified in the notice. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work.

15.02 Termination for Cause
This agreement may be terminated by the OWNER on 10 calendar day’s written notice to CONTRACTOR in the event

of a failure by CONTRACTOR to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the OWNER, to complete or make sufficient progress on the work in a timely and

GC - 50 of 53

professional manner. CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the
effective date of the termination. CONTRACTOR may terminate the contract on 10 calendar days written notice if,
through no fault of CONTRACTOR, the OWNER fails to pay CONTRACTOR for 45 days after the date of approval
by the OWNER of any Application for Payment.

Upon receipt of notice of termination for cause, CONTRACTOR shalt:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the OWNER with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other than as may be necessary or
required for completion of such portion of work under the contract that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to the OWNER of all
orders or sub contracts to the extent they relate to the performance of work terminated, abandoned, or
suspended under the notice, assign to the OWNER any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until receipt of a written notice
from the OWNER to resume performance.

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not previously paid to
CONTRACTOR for work satisfactorily completed in accordance with the contract prior to the date of the notice, less
all previous payments. No amount shall be ailowed or paid for anticipated profit on unperformed services or other
unperformed work. Any such payment may be adjusted to the extent of any additional costs occasioned to the
OWNER by reasons of CONTRACTOR's failure. CONTRACTOR shall not be relieved of lability to the OWNER for
damages sustained from the failure, and the OWNER may withhold any payment to the CONTRACTOR until such
time as the exact amount of damages due to the OWNER is determined. All claims for payment by the
CONTRACTOR must be submitted to the OWNER within 30 days of the effective date of the notice of termination.

If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions of the contract or for
failure to satisfactorily, in the sole opinion of the OWNER, to complete or make sufficient progress on the work in a
timely and professional manner, it is determined that CONTRACTOR had not so failed, the termination shall be
deemed to have been a termination at will. In that event, the OWNER shall, if necessary, make an adjustment in the
compensation paid to CONTRACTOR such that CONTRACTOR receives total compensation in the same amount as it
would have received in the event of a termination-at-will.

15.03 General Provisions for Termination

Upon termination of the contract, the OWNER may take over the work and prosecute it to completion by agreement
with another party or otherwise. In the event CONTRACTOR shall cease conducting business, the OWNER shall have
the right to solicit applications for employment from any employee of the CONTRACTOR assigned to the
performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the extent that
performance of such obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or more of CONTRACTOR's
principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers are expressly recognized to
be within CONTRACTOR's control.

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures
A. The parties shall attempt to resolve any dispute related to this contract as follows. Either party shall provide to the

other party, in writing and with full documentation to verify and substantiate its decision, its stated position concerning
the dispute. No dispute shall be considered submitted and no dispute shall be valid under this provision unless and

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