Common use of Decisions to Withhold Certification Clause in Contracts

Decisions to Withhold Certification. (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third-party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court.

Decisions to Withhold Certification. (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if if, in the Architect/Engineer’s or Owner’s opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made's opinion, a valid reason exists for doing so. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a)and Owner. If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Ownercertify. The Architect/Engineer or the Owner may also decide not to certify payment withhold a Certificate for Payment or, because of subsequently discovered evidence or subsequent observationsevidence, may nullify the whole or a part of a Certificate for Payment previously issued issued, to such extent as may be necessary, necessary in the Architect/Engineer’s or Owner’s opinion, 's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions because of: (1) defective or nonconforming Defective Work not remedied; (2) third-Third party claims filed or reasonable evidence indicating probable filing of such claimsclaims unless security acceptable to the Owner is provided by the Contractor; (3) failure Failure of the Prime Contractor to make payments properly to Subcontractors or to Contractor’s personnel, or for labor, materials, materials or equipment; (4) reasonable Failure of the Contractor to submit the required Release of Claims Forms for Progress Payments or Final Payment (Exhibit 6); (5) Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (56) damage Damage to the Owner or another contractor; (67) reasonable Reasonable evidence that the Work will not be completed within the Contract Time, and or that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay;Liquidated Damages, if any, to be assessed hereunder; or (7) persistent failure 8) Failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) . When all of the above reasons that existed for withholding certification are removed or remedied, then, at that timeremoved, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court.

Decisions to Withhold Certification. (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third-third party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When all each of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, otherwise and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court.

Decisions to Withhold Certification. (a) § 10.5.1 The ArchitectDesign Professional shall have and be entitled to the right to refuse to make any payment, including by reducing payment under any CM/Engineer GC’s Request for Payment, and, if necessary, may demand the return of a portion or all of an amount previously paid to the CM/GC for reasons that include the following: .1 The quality of the CM/GC's work, in whole or part, is not in accordance with the requirements .2 The quantity of the CM/GC's work, in whole or in part, is not as represented in the CM/GC's Request for Payment or otherwise; .3 The CM/GC's rate of progress is such that, in the Design Professional’s opinion, Substantial Completion or final completion, or both, may be inexcusably delayed or that the Owner will incur additional costs or expense related to repeated Substantial Completion or final completion inspections through no fault of the Owner; .4 The Owner reasonably believes that the CM/GC has failed to use Contract funds, previously paid the CM/GC by the Owner, to pay CM/GC's project-related obligations, including subcontractors, laborers and material and equipment suppliers; .5 There are Claims made or it seems reasonably likely that Claims will be made, against the Owner; .6 The CM/GC has caused a loss or damage to the Owner, or another contractor; .7 The Owner reasonably believes that the Project cannot be completed for the unpaid balance of the Contract Amount, or the Owner may decide reasonably believes that the Project cannot be completed within the Contract Time and that the unpaid balance of the Contract Amount would be inadequate to certify payment and cover the cost of actual or liquidated damages for the anticipated delay; .8 The CM/GC fails or refuses to perform any of its obligations to the Owner; .9 If in the Design Professional’s opinion, the representations to the Owner required by Section 10.4.2 cannot be made; or .10 The CM/GC fails to pay taxes as required by Title 63, Chapter 15, Idaho Code. § 10.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. In the event that the Owner makes written demand upon the CM/GC for amounts previously paid by the Owner as contemplated in this section, the CM/GC shall promptly comply with such demand. § 10.5.3 The Design Professional may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to of the Owner required by Subparagraph 9.4(b) cannot be madethe reasons identified in Section 10.5.1 exist. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner The Design Professional will so notify the Prime Contractor CM/GC as provided in Subparagraph 9.4(a)Section 10.4.1. If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue The Design Professional may also withhold a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observationsevidence, may nullify the whole or a part of a Certificate for Payment previously issued issued, to such extent as may be necessary, necessary in the Architect/EngineerDesign Professional’s or Owner’s opinion, opinion to protect the Owner from loss because of:for which the CM/GC is responsible. § 10.5.4 If the Owner, without cause, fails to pay the CM/GC any amounts due and payable Sixty (160) defective or nonconforming Work not remedied; (2) third-party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of days after those amounts are due, the Prime Contractor CM/GC shall have the right to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that cease the Work cannot be completed for the unpaid balance until receipt of the Contract Sum; (5) damage proper payment. CM/GC must first provide written notice to the Owner or another contractor; (6) reasonable evidence that of the CM/GC’s intent to cease the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate ten (10) days prior to cover actual or damages for the anticipated delay; (7) persistent failure to carry out stopping the Work in accordance with the Contract Documents; or under this section. If any amounts remain unpaid after sixty (8) mathematical or other errors that are discovered in the Application for Payment. (b60) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to days after the Owner from approves the Prime ContractorCM/GC’s Request for Payment under Section 10.4.3, regardless of whether interest at the amount due arises pursuant to the terms of the Contract Documents or otherwiserate as provided in Section 67-2302, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a courtIdaho Code shall accrue on those unpaid amounts.

Decisions to Withhold Certification. (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third-party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court.

Decisions to Withhold Certification. (a) The Architect/Engineer or the 9.5.1 Owner may decide not (i) decline to certify payment and may withhold a Certificate approve Contractor’s Application for Payment Payment, in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to the Owner required by Subparagraph 9.4(band (ii) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate any Application for Payment previously issued approved, to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, necessary to protect the Owner from loss because offor which Contractor is responsible, including but not limited to: (1i) defective Defective Work or nonconforming Work materials not remedied; (2ii) third-Third party claims filed or reasonable evidence indicating probable filing of such claimsclaims unless security acceptable to Owner is provided by Contractor; (3iii) failure Failure of the Prime Contractor to make payments properly to Subcontractors its employees, subcontractors or suppliers for labor, materials, materials or equipment; (4iv) reasonable Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5v) damage Damage to the Owner or another a separate contractor; (6vi) reasonable Reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; (7vii) persistent failure Failure to carry out the Work in accordance with the Contract Documents; orDocuments as determined by Project Manager; (8) mathematical viii) The withdrawal or other errors that are discovered threatened withdrawal of governmental permits or approvals: (ix) Contractor’s failure to provide required documents or information required by the Contract Documents; (x) Unsatisfactory or disputed job progress as determined by the Project Manager; (xi) Failure to maintain the insurance requirements set forth in Article 11; (xii) Failure to comply with a material provision of the Application for PaymentContract Documents. 9.5.2 If a payment is withheld, the grounds for such withholding shall be provided to Contractor in writing within twelve (b12) business days. When all of the above reasons that existed grounds for withholding certification non-payment are removed or remediedremoved, then, at that time, certification will payment shall be made for amounts previously withheldwithheld because of them within thirty (30) days. (c) The 9.5.3 Owner may, at its optionsole discretion, offset issue joint checks to Contractor and to any progress payment subcontractor or final payment under the Contract Documents against any debt (including taxes) lawfully due material or equipment suppliers who furnish labor, services, equipment and/or materials to the Project. In the event Owner elects to issue joint checks, Contractor shall provide to Owner a form W-9 from the Prime Contractor, regardless subcontractor or supplier payee on the joint check. 9.5.4 Owner shall not be deemed to be in breach of whether the amount due arises Contract by reason of its withholding of any payment pursuant to the terms any provision of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment as allowed by a courtapplicable law.

Decisions to Withhold Certification. (a) § 10.5.1 The ArchitectDesign Professional shall have and be entitled to the right to refuse to make any payment, including by reducing payment under any CM/Engineer GC’s Request for Payment, and, if necessary, may demand the return of a portion or all of an amount previously paid to the CM/GC for reasons that include the following: .1 The quality of the CM/GC's work, in whole or part, is not in accordance with the requirements .2 The quantity of the CM/GC's work, in whole or in part, is not as represented in the CM/GC's Request for Payment or otherwise; .3 The CM/GC's rate of progress is such that, in the Design Professional’s opinion, Substantial Completion or final completion, or both, may be inexcusably delayed or that the Owner will incur additional costs or expense related to repeated Substantial Completion or final completion inspections through no fault of the Owner; .4 The Owner reasonably believes that the CM/GC has failed to use Contract funds, previously paid the CM/GC by the Owner, to pay CM/GC's project-related obligations, including subcontractors, laborers and material and equipment suppliers; .5 There are Claims made or it seems reasonably likely that Claims will be made, against the Owner; .6 The CM/GC has caused a loss or damage to the Owner, or another contractor; .7 The Owner reasonably believes that the Project cannot be completed for the unpaid balance of the Contract Amount or the Owner may decide reasonably believes that the Project cannot be completed within the Contract Time and that the unpaid balance of the Contract Amount would be inadequate to certify payment and cover the cost of actual or liquidated damages for the anticipated delay; .8 The CM/GC fails or refuses to perform any of its obligations to the Owner; .9 If in the Design Professional’s opinion, the representations to the Owner required by Article 10.4.2 cannot be made; or .10 The CM/GC fails to pay taxes as required by Title 63, Chapter 15, Idaho Code. § 10.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. In the event that the Owner makes written demand upon the CM/GC for amounts previously paid by the Owner as contemplated in this section, the CM/GC shall promptly comply with such demand. § 10.5.3 The Design Professional may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to of the Owner required by Subparagraph 9.4(b) cannot be madethe reasons identified in Article 10.5.1 exist. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner The Design Professional will so notify the Prime Contractor CM/GC as provided in Subparagraph 9.4(a)Article 10.4. 1. If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue The Design Professional may also withhold a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observationsevidence, may nullify the whole or a part of a Certificate for Payment previously issued issued, to such extent as may be necessary, necessary in the Architect/EngineerDesign Professional’s or Owner’s opinion, opinion to protect the Owner from loss because of:for which the CM/GC is responsible. § 10.5.4 If the Owner, without cause, fails to pay the CM/GC any amounts due and payable Forty-Five (145) defective or nonconforming Work not remedied; (2) third-party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of days after those amounts are due, the Prime Contractor CM/GC shall have the right to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that cease the Work cannot be completed for the unpaid balance until receipt of the Contract Sum; (5) damage proper payment. CM/GC must first provide written notice to the Owner or another contractor; (6) reasonable evidence that of the CM/GC’s intent to cease the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate ten (10) days prior to cover actual or damages for the anticipated delay; (7) persistent failure to carry out stopping the Work in accordance with the Contract Documents; or under this section. If any amounts remain unpaid after fifty-one (8) mathematical or other errors that are discovered in the Application for Payment. (b51) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to days after the Owner from approves the Prime ContractorCM/GC’s Request for Payment under Article 10.4.3, regardless of whether interest at the amount due arises pursuant to the terms of the Contract Documents or otherwiserate as provided in Section 67- 2302, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a courtIdaho Code shall accrue on those unpaid amounts.

Decisions to Withhold Certification. (a) The Architect/Engineer or the Professional Service Provider and/or Owner may decide not to certify payment and may withhold a Certificate for Payment Payment, in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/EngineerProfessional Service Provider’s or and/or Owner’s opinion Designee’s opinions the requisite representations as to the Owner required by Subparagraph 9.4(b) quality or completion of the Work invoiced cannot be mademade to Owner or if Contractor makes application for payment for work performed without the approval of the Professional Service Provider and Owner. If the Architect/Engineer or the Professional Service Provider and Owner is unable to do not certify payment in the amount of the Application, Professional Service Provider and Owner shall notify Contractor in writing no later than seven (7) days after receipt of the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a)Application. If the Prime Contractor Contractor, Professional Service Provider, and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will Owner shall promptly issue a modified Certificate for Payment for any amount Owner approves. Such a Certificate is not subject to a seven (7) day time requirement. Professional Service Provider and Owner may also withhold a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observationsevidence, may nullify the whole all or a part of a Certificate for Payment previously issued issued, to such extent as may be necessary, necessary in the Architect/EngineerProfessional Service Provider’s or Owner’s opinion, Designee’s opinion to protect the Owner from loss for which Contractor is responsible, including loss resulting from acts and omissions because of: (1i) defective or nonconforming Defective Work not remedied; (2ii) thirdThird-party claims filed or reasonable evidence indicating probable filing of such claimsclaims unless security acceptable to Owner is provided by Contractor; (3iii) failure Failure of the Prime Contractor to make payments properly to Subcontractors subcontractors or for labor, materials, or equipment; (4iv) reasonable Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5v) damage Damage to the Owner or another contractor; (6vi) reasonable Reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;; or (7vii) persistent Persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) Contract. When all of the above reasons that existed for withholding certification are removed or remedied, then, at that timeremoved, certification will shall be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court.

Decisions to Withhold Certification. (a) § 10.5.1 The ArchitectDesign Professional shall have and be entitled to the right to refuse to make any payment, including by reducing payment under any CM/Engineer GC’s Request for Payment, and, if necessary, may demand the return of a portion or all of an amount previously paid to the CM/GC for reasons that include the following: .1 The quality of the CM/GC's work, in whole or part, is not in accordance with the requirements .2 The quantity of the CM/GC's work, in whole or in part, is not as represented in the CM/GC's Request for Payment or otherwise; .3 The CM/GC's rate of progress is such that, in the Design Professional’s opinion, Substantial Completion or final completion, or both, may be inexcusably delayed or that the Owner will incur additional costs or expense related to repeated Substantial Completion or final completion inspections through no fault of the Owner; .4 The Owner reasonably believes that the CM/GC has failed to use Contract funds, previously paid the CM/GC by the Owner, to pay CM/GC's project-related obligations, including subcontractors, laborers and material and equipment suppliers; .5 There are Claims made or it seems reasonably likely that Claims will be made, against the Owner; .6 The CM/GC has caused a loss or damage to the Owner, or another contractor; .7 The Owner reasonably believes that the Project cannot be completed for the unpaid balance of the Contract Amount, or the Owner may decide reasonably believes that the Project cannot be completed within the Contract Time and that the unpaid balance of the Contract Amount would be inadequate to certify payment and cover the cost of actual or liquidated damages for the anticipated delay; .8 The CM/GC fails or refuses to perform any of its obligations to the Owner; .9 If in the Design Professional’s opinion, the representations to the Owner required by Section 10.4.2 cannot be made; or .10 The CM/GC fails to pay taxes as required by Title 63, Chapter 15, Idaho Code. § 10.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. In the event that the Owner makes written demand upon the CM/GC for amounts previously paid by the Owner as contemplated in this section, the CM/GC shall promptly comply with such demand. § 10.5.3 The Design Professional may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to of the Owner required by Subparagraph 9.4(b) cannot be madethe reasons identified in Section 10.5.1 exist. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner The Design Professional will so notify the Prime Contractor CM/GC as provided in Subparagraph 9.4(a)Section 10.4.1. If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue The Design Professional may also withhold a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to or, § 10.5.4 If the Owner. The Architect, without cause, fails to pay the CM/Engineer or GC any amounts due and payable Sixty (60) days after those amounts are due, the Owner may also decide not CM/GC shall have the right to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third-party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that cease the Work cannot be completed for the unpaid balance until receipt of the Contract Sum; (5) damage proper payment. CM/GC must first provide written notice to the Owner or another contractor; (6) reasonable evidence that of the CM/GC’s intent to cease the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate ten (10) days prior to cover actual or damages for the anticipated delay; (7) persistent failure to carry out stopping the Work in accordance with the Contract Documents; or under this section. If any amounts remain unpaid after sixty (8) mathematical or other errors that are discovered in the Application for Payment. (b60) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to days after the Owner from approves the Prime ContractorCM/GC’s Request for Payment under Section 10.4.3, regardless of whether interest at the amount due arises pursuant to the terms of the Contract Documents or otherwiserate as provided in Section 67-2302, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a courtIdaho Code shall accrue on those unpaid amounts.

Decisions to Withhold Certification. (a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations DocuSign Envelope ID: 0B2E709F-1B68-46D3-B102-6A54CF462BF3 to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss because of: (1) defective or nonconforming Work not remedied; (2) third-party claims filed or reasonable evidence indicating probable filing of such claims; (3) failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5) damage to the Owner or another contractor; (6) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; (7) persistent failure to carry out the Work in accordance with the Contract Documents; or (8) mathematical or other errors that are discovered in the Application for Payment. (b) When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court.