D. Reduction in Payment.
1. OWNER may refuse to make payment of the full amount recommended by ENGINEER because:
a. Claims have been made against OWNER on account of CONTRACTOR's performance or furnishing of the
Work;
b. Liens have been filed in connection with the Work, except where CONTRACTOR has delivered a specific
Bond satisfactory to OWNER to secure the satisfaction and discharge of such Liens;
c. There are other items entitling OWNER to a set-off against the amount recommended; or
d. OWNER has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.B.5.a
through 14.02.B.5.c or paragraph 15.02.A.
2. If OWNER refuses to make payment of the full amount recommended by ENGINEER, OWNER must give
CONTRACTOR immediate written notice (with a copy to ENGINEER) stating the reasons for such action and
promptly pay CONTRACTOR any amount remaining after deduction of the amount so withheld. OWNER shall
promptly pay CONTRACTOR the amount so withheld, or any adjustment thereto agreed to by OWNER and
CONTRACTOR, when CONTRACTOR corrects to OWNER's satisfaction the reasons for such action.
3. If it is subsequently determined that OWNER's refusal of payment was not justified, the amount wrongfully
withheld shall be treated as an amount due as determined by paragraph 14.02.C.1.
14.03 CONTRACTOR’S Warranty of Title
A. CONTRACTOR warrants and guarantees that title to all Work, materials, and equipment covered by any
Application for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time of
payment free and clear of all Liens.
14.04 Substantial Completion
A. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWNER
and ENGINEER in writing that the entire Work is substantially complete (except for items specifically listed by
CONTRACTOR as incomplete) and request that ENGINEER issue a certificate of Substantial Completion. Promptly
thereafter, OWNER, CONTRACTOR, and ENGINEER shall make an inspection of the Work to determine the status
of completion. If ENGINEER does not consider the Work substantially complete, ENGINEER will notify
CONTRACTOR in writing giving the reasons therefore. If ENGINEER considers the Work substantially complete,
ENGINEER will prepare and deliver to OWNER a tentative certificate of Substantial Completion which shall fix the
date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or
corrected before final payment. OWNER shall have seven days after receipt of the tentative certificate during which to
make written objection to ENGINEER as to any provisions of the certificate or attached list. If, after considering such
objections, ENGINEER concludes that the Work is not substantially complete, ENGINEER will within 14 days after
submission of the tentative certificate to OWNER notify CONTRACTOR in writing, stating the reasons therefore. If
after consideration of OWNER's objections, ENGINEER considers the Work substantially complete, ENGINEER will
within said 14 days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Substantial
Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the
tentative certificate as ENGINEER believes justified after consideration of any objections from OWNER. At the time
of delivery of the tentative certificate of Substantial Completion ENGINEER will deliver to OWNER and
CONTRACTOR a written recommendation to division of responsibilities pending final payment between OWNER and
CONTRACTOR with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities,
insurance, and warranties and guarantees. Unless OWNER and CONTRACTOR agree otherwise in writing and so
inform ENGINEER in writing prior to ENGINEER's issuing the definitive certificate of Substantial Completion,
ENGINEER's aforesaid recommendation will be binding on OWNER and CONTRACTOR until final payment.
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