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is the entire adjustment to which the claimant believes it is entitled as a result of said event. The opposing party shall
submit any response to ENGINEER and the claimant within 30 days after receipt of the claimant's last submittal (unless
ENGINEER allows additional time).

B. ENGINEER'S Decision: ENGINEER will render a formal decision in writing within 30 days after receipt of the last
submittal of the claimant or the last submittal of the opposing party, if any. ENGINEER's written decision on such
dispute, or other matter will be final and binding upon CONTRACTOR unless:

1. An appeal from ENGINEER'S decision is taken within the time limits and in accordance with the dispute
resolution procedures set forth in Article 16; or

2. If no such dispute resolution procedures have been set forth in Article 16, a written notice of intention to appeal
from ENGINEER's written decision is delivered by CONTRACTOR to the other and to ENGINEER within 30 days
after the date of such decision, and a formal proceeding is instituted by the appealing party in a forum of
competent jurisdiction within 60 days after the date of such decision or within 60 days after Substantial Completion,
whichever is later (unless otherwise agreed in writing by OWNER and CONTRACTOR), to exercise such rights or
remedies as the appealing party may have the respect to such Claim, dispute, or other matter in accordance with
applicable Laws and Regulations.

C. If ENGINEER does not render a formal decision in writing within the time stated in paragraph 10.05.B, a decision
denying the dispute in its entirety shall be deemed to have been issued 31 days after receipt of the last submittal of the
claimant or the submittal of the opposing party, if any.

D. No dispute for an adjustment in Contract Price or Contract Times (or Milestones) will be valid if not submitted in
accordance with this paragraph 10.05.

ARTICLE 11 - COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK

11.01 Cost of the Work

A. Costs Included: The term Cost of the Work means the sum of all costs necessarily incurred and paid by
CONTRACTOR in the proper performance of the Work. When the value of any Work covered by a Change Order or
when a Claim for an adjustment in Contract Price is determined on the basis of the Cost of the Work, the costs to be
reimbursed to CONTRACTOR will be only those additional or incremental costs required because of the change in the
Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by OWNER,
such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the
following items, and shall not include any of the costs itemized in paragraph 11.01.B.

1. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work under
schedules of job classifications agreed upon by OWNER and CONTRACTOR. Such employees shall include
without limitation superintendents, foremen, and other personnel employed full time at the Site. Payroll costs of
employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work.
Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall
include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and
retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing
Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the
extent authorized by OWNER.

2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation
and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue
to CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which to make payments, in which
case the cash discounts shall accrue to OWNER. All trade discounts, rebates and refunds and returns from sale of
surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they
may be obtained.

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3. Payments made by CONTRACTOR to Subcontractors for Work performed by Subcontractors. If required by
OWNER, CONTRACTOR shall obtain competitive bids from subcontractors acceptable to OWNER and
CONTRACTOR and shall deliver such bids to OWNER, who will then determine, with the advice of ENGINEER,
which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis
of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same
manner as CONTRACTOR's Cost of the Work and fee as provided in this paragraph 11.01.

4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors,
attorneys, and accountants) employed for services specifically related to the Work.

5. Supplemental costs including the following:

a. The proportion of necessary transportation, travel, and subsistence expenses of CONTRACTOR's
employees incurred in discharge of duties connected with the Work.

b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery,
appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are
consumed in the performance of the Work, and cost, less market value, of such items used but not consumed
which remain the property of CONTRACTOR.

c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from
CONTRACTOR or others in accordance with rental agreements approved by OWNER with the advice of
ENGINEER, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof.
All such costs shall be in accordance with the terms of said rental agreements. The rental of any such
equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work.

6. Rental rates shall be determined as follows:

a. The base rates shall be those established in publications and revisions thereto entitled “Rental Rate Blue
Book for Construction Equipment” or the “Rental Rate Blue Book for Older Construction Equipment” as
published by K-Ill, 1735 Technology Drive, Suite 401, San Jose, CA 95110-1313, Phone (408) 467-6700.

b. Attachments (e.g. tractor with ripper and dozer or tractor with loader and backhoe) will be included in the
hourly rental rate only when deemed essential to the work as determined the Engineer. When multiple
attachments are approved for use and are being used interchangeably, the attachment having the higher rental
rate shall be the only one included for payment.

c. No direct payment will be made for necessary accessories (including replenishing blades, augers, teeth,
hoses, bits, etc.) if not listed in the Rental Rate Blue Book.

d. No compensation will be allowed for shop tools having a daily rental rate of less than $10 as set forth in
Section 18 of the Rental Rate Blue Book.

i. lf ordered to use equipment not listed in the aforementioned publications, the Engineer will establish
a rental rate for such equipment. CONTRACTOR shall furnish cost data that might assist in the
establishment of such rental rate.

ii. Payment will be made for the actual time that such equipment is in operation on the work.

iii. Authorized standby time for idle equipment shall be paid at 50% of the specified rate, less the
estimated operating cost per hour. No markup will be added for overhead and profit.

iv. Rental rate paid as above provided shall include the cost of fuel, oil, lubrication, small tools,
necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance and all
incidentals. CONTRACTOR shall provide the Engineer with a complete Force Account Equipment
Listing for each piece of equipment utilized.

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e. Sales, consumer, use, and other similar taxes related to the Work, and for which CONTRACTOR is liable,
imposed by Laws and Regulations.

f. Deposits lost for causes other than negligence of CONTRACTOR, any Subcontractor, or anyone directly or
indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees
for permits and licenses.

g. Losses and damages (and related expenses) caused by damage to the Work, not compensated by
insurance or otherwise, sustained by CONTRACTOR in connection with the performance of the Work, provided
such losses and damages have resulted from causes other than negligence of CONTRACTOR, any
Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be
liable. Such losses shall include settlements made with the written consent and approval of OWNER. No such
losses, damages and expenses shall be included in the Cost of the Work for the purpose of determining
CONTRACTOR's fee.

h. The cost of utilities, fuel, and sanitary facilities at the Site.

i. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, expressage,
and similar petty cash items in connection with the Work.

j. When the Cost of the Work is used to determine the value of a Change Order or of a Claim, the cost of
premiums for additional Bonds and insurance required because of the changes in the Work or caused by the
event giving rise to the Claim

k. When all the Work is performed on the basis of cost-plus, the costs of premiums for all Bonds and
insurance CONTRACTOR is required by the Contract Documents to purchase and maintain.

B. Costs Excluded: The term Cost of the Work shall not include any of the following items:

1. Payroll costs and other compensation of CONTRACTOR's officers, executives, principals (of partnerships and
sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants,
purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by
CONTRACTOR, whether at the Site or in CONTRACTOR's principal or branch office for general administration of
the Work and not specifically included in the agreed upon schedule of job classifications referred to in paragraph
11.01.A.1 or specifically covered by paragraph 11.01.A.4, all of which are to be considered administrative costs
covered by the CONTRACTOR's fee.

2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR’s office at the Site.

3. Any part of CONTRACTOR's capital expense, including interest on CONTRACTOR's capital employed for the
Work and charges against CONTRACTOR for delinquent payments.

4. Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by
any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective
Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.

5, Other overheard or general expense costs of any kind and the costs of any item not specifically and expressly
included in paragraphs 11.01.A and 11.01.B.

C. CONTRACTOR's Fee: When all the Work is performed on the basis of cost-plus, CONTRACTOR's fee shall be
determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim
for an adjustment in Contract Price is determined on the basis of Cost of the Work, CONTRACTOR’s fee shall be
determined as set forth in paragraph 12.01.C.

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D. Documentation: Whenever the cost of the Work for any purpose is to be determined pursuant to paragraphs
11.01.A. and 11.01.B, CONTRACTOR will establish and maintain records thereof in accordance with generally
accepted accounting practices and submit in a form acceptable to ENGINEER as itemized cost breakdown together
with supporting data.

11.02 Cash Allowances

A. It is understood that CONTRACTOR has included in the Contract Price all allowances so named in the Contract
Documents and shall cause the Work so covered to be performed for such sums as may be acceptable to OWNER
and ENGINEER. CONTRACTOR agrees that:

1. The allowances include the cost to CONTRACTOR (less any applicable trade discounts) of materials and
equipment required by the allowances to be delivered at the Site, and all applicable taxes; and

2. CONTRACTOR's costs for unloading and handling on the Site, labor, installation costs, overhead, profit, and
other expenses contemplated for the allowances have been included in the Contract Price and not in the
allowances, and no demand for additional payment on account of any of the foregoing will be valid.

B. Prior to final payment, an appropriate Change Order will be issued as recommended by ENGINEER to reflect actual
amounts due CONTRACTOR on account of Work covered by allowances, and the Contract Price shall be
correspondingly adjusted.

11.03 Unit Price Work

A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract
Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately
identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. The
estimated quantities of items of the Unit Price Work are not guaranteed and are solely for the purpose of comparison of
Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price
Work performed by CONTRACTOR will be made by ENGINEER subjects to the provisions of paragraph 9.08

B. Each unit price will be deemed to include an amount considered by CONTRACTOR to be adequate to cover
CONTRACTOR's overhead and profit for each separately identified item.

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

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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.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 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.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.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.

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.

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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 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

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In the event of a termination, abandonment, or suspension at will, Professional Engineer
shall receive all amounts due and not previously paid to Professional Engineer 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.

B. Termination for Cause. This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Professional Engineer in the event of a failure by
Professional Engineer to adhere to any or all the terms and conditions of the contract or for
failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make
sufficient progress on the work in a timely and professional manner. Professional Engineer
shall be given an opportunity for consultation with the City of Nashua prior to the effective
date of the termination. Professional Engineer may terminate the contract on 10 calendar
days written notice if, through no fault of Professional Engineer, the City of Nashua fails to
pay Professional Engineer for 45 days after the date of approval by the City of Nashua of any
Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

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

2. Provide the City of Nashua 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 City of Nashua 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 City of Nashua 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 City of Nashua to resume performance.

In the event of a termination for cause, Professional Engineer shall receive all amounts due
and not previously paid to Professional Engineer for work satisfactorily completed in
accordance with the contract prior to the date of the notice, less all previous payments. No
amount shall be allowed 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 City of Nashua by reasons of Professional Engineer's failure.
Professional Engineer shall not be relieved of liability to the City of Nashua for damages
sustained from the failure, and the City of Nashua may withhold any payment to the
Professional Engineer until such time as the exact amount of damages due to the City of
Nashua is determined. All claims for payment by the Professional Engineer must be
submitted to the City of Nashua within 30 days of the effective date of the notice of
termination.

lf after termination for the failure of Professional Engineer to adhere to any of the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of

GC 5 of 13

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 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 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

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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
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: (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.

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.

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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 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.

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 OVWWNER 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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