Common use of FINAL COMPLETION AND FINAL PAYMENT Clause in Contracts

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such 9.9.2 Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such 9.9.2 Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the bythe Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 ‌ 9.8.1 Upon receipt of written notice from Contractor that the Work is ready for final inspection and acceptance and upon receipt inspection, City will make such inspection. City will file a notice of a final Application for Paymentcompletion with the County Clerk within fifteen (15) Days after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the Architect will promptly make such 9.9.2 Neither City may release the final payment nor retention provided the remaining retained percentage shall become due until the Contractor submits requirements in this paragraph are met. 9.8.2 Without limitation to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and any other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out provisions of the ContractContract Documents, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a before Final Payment (including release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are madeof undisputed retention) for Work under this Construction Contract is authorized, the Contractor shall refund have completed the Work in accordance with the Contract Documents and all applicable standards of care and the following requirements of the Contract Documents must be fulfilled by Contractor: (i) The submittal of an application for Final Payment, together with supporting documentation, as required by Section 9.3 of these General Conditions. By submitting an application for final payment, Contractor warrants that all workers and persons employed, all firms supplying the materials, and all Subcontractors have been paid in full with the exception of any Subcontractor retention payments that are not yet due pursuant to Public Contract Code section 7107(d) or (e), and that there are no bills outstanding against the State all moneys that the latter may be compelled to pay in discharging such lienWork for either labor or materials, including all costs and reasonable attorneys' feesexcept certain items, documented as disputed claims or pending stop payment notices. 9.9.3 If(ii) Completion and delivery by Contractor to City of all required written guarantees, after Substantial Completion of the Workwarranties, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completionoperation and maintenance manuals, As-Built Documents and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract other Record Documents, drawings, schedules, certificates and if bonds have been furnished such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements. (iii) Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site. (iv) Submission of conditional releases of claims and stop notices from Contractor and its Subcontractors with no reservation of rights for disputed claims or amounts. (v) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the written consent City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Final Payment or permit the Contractor to supply a stop notice release bond in the Architect prior amount of 125% of the stop notice amount from a Surety acceptable to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsCity. 9.9.4 The making 9.8.3 For purposes of final determining the last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that the City acts to release undisputed retention as part of Final Payment, either by transmitting a written request to the retention Escrow Agent or by transmitting a payment directly to Contractor, whichever occurs first. Acceptance of Final Payment by Contractor shall constitute a complete waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsClaims, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Final Payment. 9.8.4 Contractor shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter furnish evidence of such payment to City.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon When the Contractor determines that the Work is substantially complete in accordance with this Agreement, the Contractor shall, together with Owner, prepare a punch-list of items to be completed or corrected by Contractor. The failure to include any items on such list does not alter the responsibility of the Contractor to complete all Work in accordance with this Agreement. When Contractor achieves Final Completion, upon receipt of written notice that the Work is ready for , final inspection and acceptance acceptance, and upon receipt of a final Application for Paymentinvoice, the Architect Owner will promptly make such 9.9.2 Neither such inspection and, when Owner finds the Work conforming to this Agreement and this Agreement fully performed, Owner will make final payment nor in accordance with time periods set forth in Section 8.2. The final payment (including the remaining retained percentage ten percent (10%) retainage) shall not become due until the Contractor submits to the Architect Owner (1i) an affidavit Affidavit that all Contractor’s payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its property might in any way be responsible, have been paid or otherwise satisfied; , and (2ii) consent of surety, if any, to final payment; (3) Other , and data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens arising out of the Contractthis Agreement, to the extent and in such form as may be designated by the Stateindicated in Section 8.2 and Appendix forms K-1 or K-2, as applicable. If any Subcontractor subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, attorney's fees provided that Contractor has failed to remove any such lien within a reasonable time after being notified of its filing. If after Substantial Completion of the WorkWork and occurrence of the In-Service Date, final completion Final Completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirmsContractor, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contractthis Agreement, make payment of the balance due for that portion of the Work fully completed and acceptedcompleted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State Owner except those arising from: (a1) unsettled outstanding liens,; (b2) faulty faulty, defective, or defective Work appearing after Substantial Completion,nonconforming Work; (c3) failure of the Work to comply with the requirements of the Contract Documentsthis Agreement, or (d4) terms of any special warranties or guarantees required by the Contract Documents. 9.9.5 this Agreement. The acceptance of final payment shall constitute a waiver of all payment claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Paymentstill unsettled.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Architect/Engineer, accompanied by the Owner’s representative, will promptly make suchfinal inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer’s knowledge, information and belief, and on the basis of the Architect/Engineer’s observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Prime Contractor and noted in said final Certificate is due and payable. The Architect/Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Prime Contractor’s being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Prime Contractor. 9.9.2 (b) Neither the final payment nor the any remaining retained percentage shall become due until the Prime Contractor submits to the Architect Architect/Engineer: (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; ; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Prime Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety, if any, surety to final payment; and (35) Other if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses Owner. (c) As a precondition to furnish a release or waiver required final payment by the StateOwner under this Contract, the Prime Contractor's affidavit under Clause (b)(1) shall state that the Prime Contractor may furnish a bond satisfactory has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to Contractor for the State to indemnify him against any such lienWork performed under this Contract. If any such lien remains unsatisfied after all payments are madeIn the event the Prime Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Prime Contractor shall refund state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to the State all moneys that the latter may be compelled to pay in discharging whom such lienpayment is owed. IN ANY EVENT, including all costs and reasonable attorneys' feesTHE PRIME CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. 9.9.3 (d) If, after Substantial Completion of the Work, final completion thereof of the Work is materially delayed through no fault of the Prime Contractor or by the issuance of Change Orders affecting final completion, completion and the Architect so confirmsArchitect/Engineer confirms the delay, the State Owner shall, upon application by the Prime Contractor and certification by the Architect/Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Architect/Engineer prior to certification of such payment. Such payment Payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 (e) The making acceptance by the Prime Contractor of the final payment shall constitute operate as and shall be a waiver complete release of the Owner from all claims by or liabilities under the State except those arising from: (a) unsettled liens, (b) faulty Contract, for anything done or defective furnished or relating to the Work appearing after Substantial Completion, (c) failure or the Project, or for any act or neglect of the Work Owner relating to comply or connected with the requirements of Work or the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsProject. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt Final Completion, Contractor shall, in addition to any other requirements in this Agreement for achieving Final Completion, including those requirements set forth in Section 1.1 for the definition of written notice that Final Completion, submit a fully executed final Invoice in the Work is ready for final inspection form attached hereto as Schedule I-2, along with (i) a statement summarizing and acceptance reconciling all previous Invoices, payments and upon receipt of a final Application for Payment, the Architect will promptly make such 9.9.2 Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect Change Orders; (1ii) an affidavit that all payrolls, Taxes, bills for materials and equipmentEquipment, and any other indebtedness connected with the Work for which the State or Contractor and its property might in any way be responsible, Subcontractors and Sub-subcontractors are liable (excluding Corrective Work) have been paid or otherwise satisfiedpaid; (2iii) consent fully executed Final Conditional Lien and Claim Waiver from Contractor in the form of suretySchedule K-5, if any, to final payment(iv) fully executed Final Conditional Lien and Claim Waivers from each Major Subcontractor in the form set forth in Schedule K-7; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4v) fully executed Final Conditional Lien and Claim Waivers from each Major Sub-subcontractor in substantially the form set forth in Schedule K-7. No later than twenty-five (25) Days after receipt by Owner of such final waivers of liens arising out of the ContractInvoice and all reasonably requested documentation and achieving Final Completion, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the subject to its rights to withhold payment under this Agreement, pay Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsPrice, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the provided that Contractor except those previously made in writing and identified by the Contractor as unsettled provides to Owner at or before the time of such payment the final Application for Paymentfollowing: (x) fully executed Final Unconditional Lien and Claim Waiver from Contractor in the form of Schedule K-6; and (y) fully executed Final Unconditional Lien and Claim Waivers from each Major Subcontractor and Major Sub-subcontractor in substantially the form of Schedule K-8; provided that the Parties agree that “substantially” means that the same protections shall be provided to Owner as set forth in Schedule K-8.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of written the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (35) Other documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of all such obligations, includingsuch as receipts and releases and waivers of liens, but not limited toclaims, receipts, releasessecurity interests, or other supporting documentation. and (4) final waivers of liens encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien, claim, security interest, or encumbrance. If any such lien a lien, claim, security interest, or encumbrance remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' ’ fees. 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsClaims. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests, or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 16.1 Upon receipt of your written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Paymentinvoice, the Architect Contact will promptly make such 9.9.2 Neither such inspection and, when the Contact finds the Work acceptable under the Materials and the Service is fully performed, the Contact will promptly issue a final Certificate for payment stating that to the best of the Contact’s knowledge, information and belief, and on the basis of the Contact’s on-site visits and inspections, the Service have been completed in accordance with the Materials and this Agreement and that the entire balance found to be due to you and noted in the final invoice is due and payable. 16.2 The Contact’s final Certificate for Payment will constitute a further representation that conditions stated in Section 14.3 as precedent to you being entitled to final payment nor the remaining retained percentage shall become due until the Contractor submits have been fulfilled. In addition to the Architect requirements in section 14.3 Final Completion will not be recognized until: (1) an affidavit that all payrolls, bills for materials and equipmentitems on the list accompanying the Certificate have been completed to our satisfaction, and other indebtedness connected with you are in possession of our written notice of acceptance of the Work for which and approval by the State or its property might in any way be responsible, have been paid or otherwise satisfiedContact; and (2) consent of suretyour final approval, if any, has been issued by the appropriate authority and received by us. 16.3 Final payment shall not become due until you have delivered to us a complete final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens unconditional release in the form attached hereto as Exhibit A arising out of the Contractthis Agreement or receipts in full covering all labour, to the extent materials and in such form as may equipment for which a claim, action or demand could be designated by the State. If any Subcontractor refuses to furnish a release filed, or waiver required by the State, the Contractor may furnish a bond satisfactory to the State us to indemnify him us against any such lien. claim, action or demand. 16.4 If any such lien claim, action or demand remains unsatisfied after all payments are made, the Contractor you shall refund to the State us all moneys money that the latter we may be compelled to pay in discharging such lienclaim, action or demand, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 16.5 The making of final payment shall constitute a waiver of all claims claims, actions or demands by the State us except those arising from: (a) unsettled liens,, claims, security interests or encumbrances arising out of the Agreement and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, Materials; or (dc) terms of any special warranties required by the Contract DocumentsMaterials. 9.9.5 The acceptance 16.6 Acceptance of final payment by you, a Representative or material supplier shall constitute a waiver of all claims Claims against us and any Indemnified Parties by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application application for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.8.1 Upon receipt of written notice from Contractor that the Work is ready for final inspection and acceptance and upon receipt inspection, City will make such inspection. City will file a notice of a final Application for Paymentcompletion with the County Clerk within fifteen (15) Days after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the Architect will promptly make such 9.9.2 Neither City may release the final payment nor retention provided the remaining retained percentage shall become due until the Contractor submits requirements in this paragraph are met. 9.8.2 Without limitation to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and any other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out provisions of the ContractContract Documents, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a before Final Payment (including release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are madeof undisputed retention) for Work under this Construction Contract is authorized, the Contractor shall refund to have completed the State Work in accordance with the Contract Documents and all moneys that applicable standards of care and the latter may following requirements of the Contract Documents must be compelled to pay in discharging such lienfulfilled by Contractor: (i) The submittal of an application for Final Payment, including all costs and reasonable attorneys' feestogether with supporting documentation, as required by Section 9.3 of these General Conditions. 9.9.3 If(ii) Completion and delivery by Contractor to City of all required written guarantees, after Substantial Completion of the Workwarranties, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completionoperation and maintenance manuals, As-Built Documents and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract other Record Documents, drawings, schedules, certificates and if bonds have been furnished such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements. (iii) Delivery by Contractor to City of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the materials, and all Subcontractors have been paid in full; and that there are no bills outstanding against the Work for either labor or materials, except certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the provisions of the statutes of the State of California. (iv) Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site. (v) Submission of conditional releases of claims and stop notices from Contractor and its Subcontractors with no reservation of rights for disputed claims or amounts. (vi) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the written consent City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Final Payment or require the Contractor to supply a stop notice release bond in the Architect prior amount of 125% of the stop notice amount from a Surety acceptable to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsCity. 9.9.4 The making 9.8.3 For purposes of final determining the last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that the City acts to release undisputed retention as part of Final Payment, either by transmitting a written request to the retention Escrow Agent or by transmitting a payment directly to Contractor, whichever occurs first. Acceptance of Final Payment by Contractor shall constitute a complete waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsClaims, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Final Payment. 9.8.4 Contractor shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter furnish evidence of such payment to City.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 10.7.1 Upon receipt of written notice notification from the Construction Manager that the Work is complete and ready for final inspection and acceptance, the Owner, with the assistance of its Design Professional shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. 10.7.2 When Final Completion has been achieved, the Construction Manager shall prepare for the Owner's written acceptance a final application for payment stating that to the best of the Construction Manager's knowledge, and based on the Owner's inspections, the Work has reached Final Completion in accordance with the Contract Documents. 10.7.3 When the Work is found acceptable under the Contract Documents, the Owner will promptly issue a Certificate of Final Completion. Such notice will establish the date of Final Completion upon which the Contract is accepted as complete and upon receipt which all remaining guarantees and warranties under the Contract shall commence. 10.7.4 The date of a final Application for Payment, Final Completion shall also establish the Architect will promptly make such 9.9.2 Neither commencement of the thirty-day period during which final payment nor of the remaining balance due under the contract must be retained percentage by the Owner under the provisions of Chapter 573, Code of Iowa and per the provisions of this Agreement. The Owner shall become due until release retained funds in accordance with the Contractor submits provisions of Chapters 262 and 573, Code of Iowa, and per the provisions of this Agreement. Final Completion is contingent upon submission of the following to the Architect Owner: (1a) an affidavit that As-Built Documents, manuals, warranties and all payrollsother close-out documents, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid reviewed and approved by the Design Professional or otherwise satisfiedOthers as directed by the Owner, required by the Contract Documents in the agreed upon format; (2b) consent of any surety; (c) any outstanding known and unreported accidents or injuries experiences by the Construction Manager or its Subcontractors at the Worksite; and (d) Targeted Small Business Final Payment Reporting Form(s). 10.7.5 The Final Payment due to the Construction Manager, if any, shall be determined by the Owner after making necessary adjustments for any deduction that represents a payment due to the Owner from the Construction Manager in accordance with the terms of this Agreement, which deductions or adjustments shall become the property of the Owner. The Owner reserves the right to issue Final Payment to the Construction Manager as determined by the Owner and in accordance with applicable law, regardless of whether Construction Manager has submitted an application for Final Payment. 10.7.6 OWNER RESERVATION OF CLAIMS By issuing final payment; (3) Other data establishing payment or satisfaction of to the Construction Manager, the Owner does not waive, and hereby reserves, any and all such obligationsclaims it may have against the Construction Manager, including, but not limited to, receiptsclaims relating to liens or similar encumbrances, releaseswarranties, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Defective Work, final completion thereof is materially delayed through no fault latent defects, breach of the Contractor or by the issuance of Change Orders affecting final completioncontract, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed any other claim at law or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsequity. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt of written notice that 13.16.1 Contractor shall notify MSG, Project Manager and Architect in writing when it believes the Work has achieved Final Completion and is ready for final inspection and acceptance acceptance, and upon receipt of shall also forward to MSG, Project Manager and Architect a final Application for PaymentPayment that complies with the requirements of Article 13. Upon receipt, the Architect Architect, Project Manager and MSG will promptly make such 9.9.2 Neither such inspection. When Architect, Project Manager and MSG find that the Work has achieved Final Completion, Project Manager will, upon MSG’s direction, issue a Certificate of Final Completion that will approve the final payment nor due to Contractor and Contractor shall promptly remove any remaining tools, equipment or Materials so as to be completely demobilized from the remaining retained percentage shall become due until the Site, other than as may be necessary to satisfy its obligations pursuant to Section 17.2.8 and its warranty obligations. 13.16.2 It is a precondition to Final Completion (and thereby MSG’s obligation to make final payment) that Contractor submits has furnished to the Architect MSG: (1a) an affidavit stating that to Contractor’s best knowledge, information and belief, all payrolls, bills for materials Materials and equipment, and other indebtedness connected with the Work for which the State MSG or its MSG’s property might in any way be responsible, responsible or encumbered (less amounts withheld by MSG) have been paid or otherwise satisfiedsatisfied or will be paid or otherwise satisfied upon receipt of final payment; (2b) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) Days’ prior written notice has been given to MSG; (c) a written statement that Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (d) all Project Closeout Documents; (e) consent of surety, if any, to final payment; (3f) Other a conditional waiver and release of lien upon final payment from Contractor and each Subcontractor in the form attached as Schedule M, conditioned upon receipt of final payment; and (g) if required by MSG, other reasonable data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens claims, security interests or encumbrances arising out of the ContractWork, to the extent and in such form as may be reasonably designated by the StateMSG. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State MSG all moneys reasonable costs that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' ’ fees. Provided all of the foregoing conditions are satisfied, final payment will be made in thirty (30) Days of receipt of the final Application for Payment. 9.9.3 If, after Substantial Completion of the Work, 13.16.3 Contractor’s final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due Application for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted Payment shall be submitted assessed in accordance with Article 13 and MSG shall make final payment to Contractor in accordance with Article 13, including any retainage still held by the Contractor to the Architect prior to certification of such paymentMSG. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 The making Acceptance of final payment shall constitute a waiver by Contractor and each Subcontractor of all claims by the State Claims, except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of for any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and Claims identified by the Contractor as unsettled at the time of in the final Application for Payment. 13.16.4 Within ten (10) Business Days after final payment, Contractor shall deliver an unconditional waiver and release upon final payment from Contractor and each Subcontractor in the form attached hereto as Schedule M.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.8.1 Upon receipt of written notice from Contractor that the Work is ready for final inspection and acceptance and upon receipt inspection, City will make such inspection. City will file a notice of a final Application for Paymentcompletion with the County Clerk within fifteen (15) Days after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the Architect will promptly make such 9.9.2 Neither City may release the final payment nor retention provided the remaining retained percentage shall become due until the Contractor submits requirements in this paragraph are met. 9.8.2 Without limitation to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and any other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out provisions of the ContractContract Documents, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a before Final Payment (including release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are madeof undisputed retention) for Work under this Construction Contract is authorized, the Contractor shall refund have completed the Work in accordance with the Contract Documents and all applicable standards of care and the following requirements of the Contract Documents must be fulfilled by Contractor: (i) The submittal of an application for Final Payment, together with supporting documentation, as required by Section 9.3 of these General Conditions. By submitting an application for final payment, Contractor warrants that all workers and persons employed, all firms supplying the materials, and all Subcontractors have been paid in full with the exception of any Subcontractor retention payments that are not yet due pursuant to Public Contract Code section 7107(d) or (e), and that there are no bills outstanding against the State all moneys that the latter may be compelled to pay in discharging such lienWork for either labor or materials, including all costs and reasonable attorneys' feesexcept certain items, documented as disputed claims or pending stop payment notices. 9.9.3 If(ii) Completion and delivery by Contractor to City of all required written guarantees, after Substantial Completion of the Workwarranties, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completionoperation and maintenance manuals, As-Built Documents and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract other Record Documents, drawings, schedules, certificates and if bonds have been furnished such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements. (iii) Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site. (iv) Submission of conditional releases of claims and stop notices from Contractor and its Subcontractors with no reservation of rights for disputed claims or amounts. (v) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the written consent City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Final Payment or permit the Contractor to supply a stop notice release bond in the Architect prior amount of 125% of the stop notice amount from a Surety acceptable to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsCity. 9.9.4 The making 9.8.3 For purposes of final determining the last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that the City acts to release undisputed retention as part of Final Payment, either by transmitting a written request to the retention Escrow Agent or by transmitting a payment directly to Contractor, whichever occurs first. Acceptance of Final Payment by Contractor shall constitute a complete waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsClaims, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Final Payment. 9.8.4 Contractor shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter furnish evidence of such payment to City.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' ’ fees. 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished if § 9.10.4 Deleted r sh as required by the Contract Documents, the written consent of the surety u ema rfeit addit ining retainage all rights to the payment of the balance due for that portion of the Work fully completed ion to, and accepted shall be submitted by the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.any

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Design-Builder’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. Final Completion shall be achieved no later than ninety (90) days from the date of Substantial Completion. If, however, the inspection discloses that the Work, or any part thereof, is not in compliance with the Design-Build Documents, plans and specifications, the Owner will give the Design-Builder the necessary instructions for correction of same and the Design-Builder shall immediately comply with and execute such instructions. Upon correction of the Work, another inspection will be made which, if the Work is corrected as instructed, shall constitute the final inspection. Once all Work is corrected as instructed and the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will make the Final Acceptance and notify the Contractor in writing of this acceptance as of the date of the final inspection. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage (notwithstanding anything in the Design- Build Documents to the contrary, timing of payment of retainage shall remain subject to and controlled by all applicable laws) shall become due until the Contractor Design-Builder submits to the Architect Owner (1) an “all bills paid” affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work Work, for which the State Owner or its the Owner’s property might in any way be responsibleresponsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment; , (35) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out as-constructed record copy of the ContractConstruction Documents marked to indicate field changes and selections made during construction, to the extent and in such form as may be designated and, if requested by the State. If any Subcontractor refuses to furnish Owner, a release or waiver required by complete set of as-built sepias and a copy of as-builts in the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys electronic media that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liensOwner designates, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.8.1. Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon acceptance, Owner will promptly make such inspection and, if Owner finds the Work acceptable under the Contract Documents, will promptly make final payment, subject to receipt of a final Application for Payment, Payment by Contractor and Contractor's satisfaction of all other applicable conditions of the Architect Contract Documents. Contractor's final Application for Payment will promptly make suchconstitute a representation as to all matters listed in Subparagraph 9.2.7 and a further representation that conditions listed in Subparagraph 9.8.2 as precedent to Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.8.2. Neither the final payment nor the any remaining retained percentage retainage shall become due until the Contractor submits to the Architect Owner (1) an affidavit that all payrollslien waivers as required by the Contract, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to Owner, (3) consent of surety, if any, surety to final payment; , if any is required, (34) Other all warranties, operating manuals, records and similar materials that are required by the Contract Documents (5) other data establishing payment or satisfaction of all obligations (such obligations, including, but not limited to, as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, ) to the extent and in such form as may be designated required by the StateContract Documents and (6) all requirements under the Loan Documents with respect to any related draws that are within the control of Contractor. If any a Subcontractor or other person refuses to furnish a required release or waiver required by for any reason, including Contractor’s contest of the Stateamount owed to such Subcontractor or other person, the Contractor may furnish a bond satisfactory sufficient under applicable law or, if no provision for bonding is made by applicable law, in the amount of 150% of the claim of such Subcontractor or other person, in which case final payment shall be made in full or, alternatively, Contractor may agree to Owner’s withholding of an amount of 150% of the State to indemnify him against any claim of such lienSubcontractor or other person, in which case the remainder of the amount due shall be paid Contractor and the retained amount shall be disbursed upon settlement of the claim. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees, to the extent the payments exceed amounts retained by Owner. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted9.8.3. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making Acceptance of final payment by Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims Claims by the State payee, except (1) those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those Claims previously made in writing and identified by the Contractor that payee as unsettled at the time of the payment and (2) Claims arising subsequent to final Application payment, including those for Paymentany amounts due in connection with performance of Contractor’s obligations for corrective work.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 5.5.1 When Contractor has completed all items on the Punchlist, including completing all incomplete Work and correcting all defective or nonconforming Work and the Work is in full compliance with the Contract, the Contractor shall provide the City written notice thereof. Upon receipt of Contractor’s notice, the City shall conduct an inspection of the Work to determine whether the Contractor has completed such items. If the City finds that the Contractor has failed to complete such items the City shall provide Contractor written notice describing the reasons for the City’s decision. In such event, Contractor shall address the matters set forth in the City’s notice and, once fully addressed, again provide notice to the City as provided herein. If the City finds the Contractor has completed all items on the Punchlist, including completing all incomplete Work and correcting all defective or nonconforming Work and that the Work is ready in full compliance with the Contract, the City shall declare final completion of the Work Thereupon, the Contractor will submit it final invoice for the amounts withheld as provided in Subparagraph 5.4.2 and the City shall make final inspection payment to the Contractor as provided for herein, provided however, the City may retain liquidated damages as provided in Subparagraph 5.5.1.1 and acceptance a reasonable amount, which shall be determined in its sole and upon receipt absolute discretion, as may be required to resolve or settle any unsettled claims. Guarantees required by the Contract shall commence on the date of final completion of the Work. 5.5.1.1 If the Contractor fails to achieve final completion of the Work within the time fixed therefor in Subparagraph 5.4.1y, the Contractor shall pay the City liquidated damages in the amount of $ 5.5.2 As a condition precedent to the City’s obligation to make final Application for payment, the Contractor shall submit to the City all documents required by the Contract, including, but not limited to, Contractor’s Final, Unconditional Claim Waiver and Release Upon Final Payment, the Architect will promptly make such 9.9.2 Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an attached hereto as Exhibit Q, Contractor’s affidavit that all payrolls, bills invoices for materials and equipment, and other indebtedness liabilities connected with the Work for which the State or its property City might in any way be responsible, have been fully paid or otherwise satisfied; (2) releases and waivers of claims from all Subcontractors and of any and all other parties required by the City in the form attached hereto as Exhibit B; consent of suretySurety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting warranties and guarantees; all maintenance and operations manuals; all as-built drawings and documentation. ; and (4) final waivers of liens arising out the Contractor’s record copy of the Contract, to Contract and record drawings and information from the extent and Project as complied in such form as may be designated by the Stateaccordance with Paragraph 7.9 hereof. If any Subcontractor third party fails or refuses to furnish provide a release or waiver of claim as required by the StateCity, the Contractor may shall furnish a bond satisfactory to the State City to indemnify him against any such lien. If any such lien remains unsatisfied after the City from liability. 5.5.3 The City shall make final payment of all payments are made, sums due the Contractor shall refund to within thirty (30) days of final completion of the State all moneys that Project as determined in the latter may be compelled to pay in discharging such lien, including all costs sole and reasonable attorneys' feesabsolute discretion of the City. 9.9.3 If, after Substantial Completion 5.5.4 Acceptance of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application payment by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by against the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims City by the Contractor except for those claims previously made in writing against the City by the Contractor, pending at the time of final payment, and identified in writing by the Contractor as unsettled at the time of the its request for final Application for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Design-Builder’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor Design-Builder submits to the Architect Owner (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.indebtedness 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Design-Builder or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the ArchitectDesign-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Design-Build Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor Design-Builder to the Architect Owner prior to certification issuance of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Design-Build Documents, or (d) ; or .3 terms of any special warranties required by the Contract Design-Build Documents. 9.9.5 The acceptance § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of all claims by the Contractor Design-Builder except those previously made in writing and identified by the Contractor Design-Builder as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 14.1 Upon receipt of your written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Paymentinvoice, the Architect Contact will promptly make such 9.9.2 Neither such inspection and, when the Contact finds the Work acceptable under the Materials and the Service is fully performed, the Contact will promptly issue a final Certificate for payment stating that to the best of the Contact’s knowledge, information and belief, and on the basis of the Contact’s on-site visits and inspections, the Service have been completed in accordance with the Materials and this Agreement and that the entire balance found to be due to you and noted in the final invoice is due and payable. 14.2 The Contact’s final Certificate for Payment will constitute a further representation that conditions stated in Section 14.3 as precedent to you being entitled to final payment nor the remaining retained percentage shall become due until the Contractor submits have been fulfilled. In addition to the Architect requirements in section 14.3 Final Completion will not be recognized until: (1) an affidavit that all payrolls, bills for materials and equipmentitems on the list accompanying the Certificate have been completed to our satisfaction, and other indebtedness connected with you are in possession of our written notice of acceptance of the Work for which and approval by the State or its property might in any way be responsible, have been paid or otherwise satisfiedContact; and (2) consent of suretyour final approval, if any, has been issued by the appropriate authority and received by us. 14.3 Final payment shall not become due until you have delivered to us a complete final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens unconditional release in the form attached hereto as Exhibit A arising out of the Contractthis Agreement or receipts in full covering all labour, to the extent materials and in such form as may equipment for which a claim, action or demand could be designated by the State. If any Subcontractor refuses to furnish a release filed, or waiver required by the State, the Contractor may furnish a bond satisfactory to the State us to indemnify him us against any such lien. claim, action or demand. 14.4 If any such lien claim, action or demand remains unsatisfied after all payments are made, the Contractor you shall refund to the State us all moneys money that the latter we may be compelled to pay in discharging such lienclaim, action or demand, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 14.5 The making of final payment shall constitute a waiver of all claims claims, actions or demands by the State us except those arising from: (a) unsettled liens,, claims, security interests or encumbrances arising out of the Agreement and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, Materials; or (dc) terms of any special warranties required by the Contract DocumentsMaterials. 9.9.5 The acceptance 14.6 Acceptance of final payment by you, a Representative or material supplier shall constitute a waiver of all claims Claims against us and any Indemnified Parties by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application application for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Design-Builder’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor Design-Builder submits to the Architect Owner (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.indebtedness 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Design-Builder or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the ArchitectDesign-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Design-Build Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor Design-Builder to the Architect Owner prior to certification issuance of 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. 9.9.4 The § 9.10.4 Unless specifically reserved, the making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, breaches of the Design-Build Documents and the Contract, security interests or defective Work appearing after Substantial Completion, (c) encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Design-Build Documents, or (d) ; .3 terms of any special warranties required by the Contract Design-Build Documents or, .5 audits performed by the Owner, if permitted by the Design-Build Documents, after final payment. 9.9.5 The acceptance § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of all claims by the Contractor Design- Builder except those previously made in writing and identified by the Contractor Design-Builder as unsettled at the time of the final Application for Payment. § 9.10.6 Final payment shall not become due until the Design-Builder has delivered to the Owner data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Agreement, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled .1 liens,, Claims, security interests or encumbrances arising out of the Contract and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (c) .2 failure of the Work to comply with the requirements of the Contract Documents, or (d) ; or terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon 9.11.1 DESIGN-BUILD CONTRACTOR shall review the Contract and inspect the Work prior to DESIGN-BUILD CONTRACTOR notification to Director that the Work is complete and ready for final inspection. DESIGN-BUILD CONTRACTOR shall submit an affidavit that the Work has been inspected and that the Work is complete in accordance with the requirements of the Contract Documents. 9.11.2 Director will make final inspection within fifteen (15) days after receipt of DESIGN-BUILD CONTRACTOR’s written notice that the Work is ready for final inspection and acceptance acceptance. If Director finds the Work has been completed in accordance with the Contract, DESIGN- BUILD CONTRACTOR shall submit items set out in Paragraph 9.11.4 and upon receipt of a final Application for Payment. Within thirty (30) days of receipt of the items set out in Paragraph 9.11.4, the Architect Director may perform an audit to determine the accuracy of DESIGN-BUILD CONTRACTOR’s accounting of the Costs of the Work and the Final Application for Payment. The Director will, within ten (10) days thereafter, either notify the DESIGN-BUILD CONTRACTOR that the DESIGN-BUILD CONTRACTOR has not achieved Final Completion of a phase of Construction as provided in Paragraph 9.11.3 or issue a Certificate of Final Completion stating that to the best of Director’s knowledge, information, and belief, the Work has been completed in accordance with the Contract. If there is only one phase of Construction, the Director will promptly make such 9.9.2 Neither recommend acceptance of the final payment nor Work by City Council. If there is more than one phase of Construction, the Parties shall confer upon the issuance of each Certificate of Final Completion to determine whether it is appropriate to seek City Council acceptance of the Work and release of the remaining retained percentage retainage held for the particular phase of Construction that is certified as complete. Failing mutual agreement of the Parties to seek City Council acceptance and release of the remaining retainage, City shall become due continue to hold the remaining retainage for the particular phase of Construction until such time as the Contractor submits Parties mutually agree to seek City Council acceptance and release of the remaining retainage for such phase of Construction. 9.11.3 Should Work be found not in compliance with requirements of the Contract Documents, Director will notify DESIGN-BUILD CONTRACTOR in writing of items of noncompliance. Upon inspection and acceptance of the corrections by Director, compliance with all procedures of Paragraph 9.11.2, and DESIGN-BUILD CONTRACTOR’s submission of the items set out in Paragraph 9.11.4. The Director will issue Certificate of Final Completion to DESIGN-BUILD CONTRACTOR’s as provided in Paragraph 9.11.2. 9.11.4 DESIGN-BUILD CONTRACTOR shall submit the following items to the Architect (1) an Director before the Director will issue a Certificate of Final Completion: 9.11.4.1 affidavit that all payrolls, bills invoices for materials and equipment, and other indebtedness of DESIGN-BUILD CONTRACTOR connected with the Work for which Work, less amounts withheld by the State or its property might in any way be responsibleCity, have been paid or otherwise satisfied; . If required by Director, DESIGN-BUILD CONTRACTOR shall submit further proof including waiver or release of lien or claims from Subcontractors or Suppliers of Products, (2which may be conditioned upon City making payment to DESIGN-BUILD CONTRACTOR); 9.11.4.2 certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, will not be canceled or materially changed until at least thirty (30) days written notice has been given to the City; 9.11.4.3 written statement that DESIGN-BUILD CONTRACTOR knows of no substantial reason that insurance will not be renewable to cover Correction Period required by the Contract Documents; 9.11.4.4 consent of surety, if any, Surety to final payment; (3) Other data establishing payment ; 9.11.4.5 copies of record documents, maintenance manuals, tests, inspections, and approvals and deliver the required record documents that describe changes or satisfaction of all such obligationsdeviations from the Contract Documents, including, but not limited to, receipts, releases, or other supporting documentation. which occurred during construction and (4) final waivers of liens arising out that reflect the actual “as-built” conditions of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.completed Work; and 9.9.3 If, after Substantial Completion 9.11.4.6 compliance with Texas Accessibility Standards through state inspection of the Work, if required. 9.11.5 Upon Director’s issuance of a Certificate of Final Completion, DESIGN-BUILD CONTRACTOR may request an increase in payment to ninety-nine percent (99%) of all amounts earned and payable under this Contract, less accrued liquidated damages. 9.11.6 If DESIGN-BUILD CONTRACTOR fails to submit required items in Paragraph 9.11.4 within ten (10) days of Director’s inspection of the Work under Paragraph 9.11.2 or Paragraph 9.11.3, Director may, but is not obligated to: 9.11.6.1 deduct liquidated damages accrued from monies held; 9.11.6.2 proceed to City Council for acceptance of the Work, minus some or all of the items DESIGN-BUILD CONTRACTOR fails to submit under Paragraph 9.11.4; and, 9.11.6.3 upon acceptance by City Council of the portion of the Work completed, either make final payment as set out in Paragraph 9.11.8 or request that City Attorney interplead the balance due to DESIGN-BUILD CONTRACTOR under the Contract into the registry of a court of appropriate jurisdiction. 9.11.7 If final completion thereof is materially delayed through no fault of the Contractor DESIGN-BUILD CONTRACTOR, or by the issuance of Change Orders affecting final completionDate of Final Completion, and the Architect Director so confirms, the State shallCity may, upon application by the Contractor DESIGN-BUILD CONTRACTOR and certification by the ArchitectDirector, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. . 9.11.8 If the remaining balance due for Work not fully completed or corrected is less than the retainage stipulated in the Contract DocumentsContract, and if bonds have been furnished as required by the Contract Documents, the DESIGN-BUILD CONTRACTOR shall submit to Director written consent of the surety Surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect accepted, prior to certification of such the payment. Such The payment shall be is made under the terms and conditions governing final payment, except that it shall does not constitute a waiver of claimsClaims. 9.9.4 9.11.9 The making of City will make final payment shall constitute a waiver of all claims by the State except those arising from: to DESIGN-BUILD CONTRACTOR within thirty (a30) unsettled liens, (b) faulty or defective Work appearing days after Substantial Completion, (c) failure acceptance of the Work by City Council, subject to comply with the requirements of limitations, if any, as stated in the Contract Documents. City is entitled to deduct from any payment any amounts owed by DESIGN-BUILD CONTRACTOR to City, or (d) terms of any special warranties required by the Contract Documentsincluding accrued liquidated damages. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of written the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such 9.9.2 Neither such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s observations and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment nor have been fulfilled. The final Certificate for Payment will not be issued by the remaining retained percentage Architect until all warranties and guarantees have been received and accepted by the Owner. § 9.10.2 Subject to other provisions in the Contract Documents, final payment shall not become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (35) Other documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of all such obligations, includingsuch as receipts and releases and waivers of liens, but not limited toclaims, receipts, releasessecurity interests, or other supporting documentation. and (4) final waivers of liens encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien, claim, security interest, or encumbrance. If any such lien a lien, claim, security interest, or encumbrance remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' ’ fees. 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsClaims. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests, or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt “Final Completion” for purposes of written notice that this Agreement shall mark the ultimate conclusion of the Project and be the date on which all Work is ready for final inspection has been fully and acceptance finally completed, and upon receipt all punch list items, deficiencies, and outstanding obligations of a final Application for PaymentConstruction Manager or Contractor have been addressed, rectified and finished in accordance with this Agreement and all requirements of the Architect will promptly make such 9.9.2 Contract Documents to Owner’s satisfaction and approval, not to be unreasonably withheld and all required close-out documentation has been submitted to Owner. Neither the final payment Final Payment nor the any remaining retained percentage amounts shall become due until the Contractor Construction Manager submits to the Architect Owner (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its Owner’s property might in any way be responsible, responsible or encumbered have been paid or otherwise satisfied; , (2) consent of suretya certificate evidencing that insurance required by the Contract Documents to remain in force after Final Payment is currently in effect, if any, to final payment; (3) Other all record drawings, as-built documents, O&M manuals and warranty materials applicable to the Work, (4) documentation of any special warranties, such as manufacturers’ warranties or specific Contractor or subcontractor warranties, (5) Final Releases of Liens and claims in the form attached as Exhibit D executed by Construction Manager, and (6) such other documentation as Owner may reasonably require or other data establishing payment or satisfaction of all such obligations, includingliens, but not limited toclaims, receipts, releasessecurity interests, or other supporting documentation. and (4) final waivers of liens encumbrances arising out of the ContractProject, to the extent and in such form as may be reasonably designated by the StateOwner. If Contractor or any Subcontractor subcontractor or consultant refuses to furnish a release or waiver required by the StateOwner, the Contractor Construction Manager may furnish a bond satisfactory to the State Owner to indemnify him the Owner Indemnified Parties against any such lien, claim, security interest, or encumbrance. If any such lien a lien, claim, security interest, or encumbrance remains unsatisfied after all payments are made, the Contractor Construction Manager shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt “Final Completion” for purposes of written notice that this Agreement shall mark the ultimate conclusion of the Project and be the date on which all Work is ready for final inspection has been fully and acceptance finally completed, including, without limitation, an internal electrical evaluation, and upon receipt all punch list items, deficiencies, and outstanding obligations of a final Application for PaymentConstruction Manager or Contractor have been addressed, rectified and finished in accordance with this Agreement, and all requirements of the Architect will promptly make such 9.9.2 Contract Documents and Transaction Documents to Owner’s satisfaction and approval, and all required close-out documentation has been submitted to Owner. Neither the final payment Final Payment nor the any remaining retained percentage amounts shall become due until the Contractor Construction Manager submits to the Architect Owner (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its Owner’s property might in any way be responsible, responsible or encumbered have been paid or otherwise satisfied; , (2) consent of suretya certificate evidencing that insurance required by the Contract Documents to remain in force after Final Payment is currently in effect, if any, to final payment; (3) Other all record drawings, as-built documents, O&M manuals and warranty materials applicable to the Work, (4) documentation of any special warranties, such as manufacturers’ warranties or specific Contractor or subcontractor warranties, (5) Final Releases of Liens and claims in the form attached as Exhibit D notarized and executed by Construction Manager, and (6) such other documentation as Owner may reasonably require or other data establishing payment or satisfaction of all such obligations, includingliens, but not limited toclaims, receipts, releasessecurity interests, or other supporting documentation. and (4) final waivers of liens encumbrances arising out of the ContractProject, to the extent and in such form as may be reasonably designated by the StateOwner. If Contractor or any Subcontractor subcontractor or consultant refuses to furnish a release or waiver required by the StateOwner, the Contractor Construction Manager may furnish a bond satisfactory to the State Owner to indemnify him the Owner Indemnified Parties against any such lien, claim, security interest, or encumbrance. If any such lien a lien, claim, security interest, or encumbrance remains unsatisfied after all payments are made, the Contractor Construction Manager shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 16.1 Upon receipt of your written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Paymentinvoice, the Architect Contact will promptly make such 9.9.2 Neither such inspection and, when the Contact finds the Work acceptable under the Materials and the Service is fully performed, the Contact will promptly issue a final Certificate for payment stating that to the best of the Contact’s knowledge, information and belief, and on the basis of the Contact’s on-site visits and inspections, the Service have been completed in accordance with the Materials and this Agreement and that the entire balance found to be due to you and noted in the final invoice is due and payable. 16.2 The Contact’s final Certificate for Payment will constitute a further representation that conditions stated in Section 14.3 as precedent to you being entitled to final payment nor the remaining retained percentage shall become due until the Contractor submits have been fulfilled. In addition to the Architect requirements in section 14.3 Final Completion will not be recognized until: (1) an affidavit that all payrolls, bills for materials and equipmentitems on the list accompanying the Certificate have been completed to our satisfaction, and other indebtedness connected with you are in possession of our written notice of acceptance of the Work for which and approval by the State or its property might in any way be responsible, have been paid or otherwise satisfiedContact; and (2) consent of suretyour final approval, if any, has been issued by the appropriate authority and received by us. 16.3 Final payment shall not become due until you have delivered to us a complete final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens unconditional release in the form attached hereto as Exhibit A arising out of the Contractthis Agreement or receipts in full covering all labour, to the extent materials and in equipment for which a claim, action or demand could be filed. 16.4 If such form as may be designated by the State. If any Subcontractor refuses to furnish a release claim, action or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien demand remains unsatisfied after all payments are made, the Contractor you shall refund to the State us all moneys money that the latter we may be compelled to pay in discharging such lienclaim, action or demand, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 16.5 The making of final payment shall constitute a waiver of all claims claims, actions or demands by the State us except those arising from: (a) unsettled liens,, claims, security interests or encumbrances arising out of the Agreement and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, Materials; or (dc) terms of any special warranties required by the Contract DocumentsMaterials. 9.9.5 The acceptance 16.6 Acceptance of final payment by you, a Representative or material supplier shall constitute a waiver of all claims Claims against us and any Indemnified Parties by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application application for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt 5.6.1 When the Contractor believes that all of written notice that the Work has reached Finally Completion and the Contractor is ready for a final inspection, it shall notify the Owner and the Architect thereof in writing. Thereupon, the Architect will make final inspection of the Work and, if the Work is ready for final inspection complete in full accordance with this Contract and acceptance and upon receipt of a final Application for Paymentthis Contract has been fully performed, the Architect will promptly make such 9.9.2 Neither declare the Work to have reached “Final Completion” and will issue a final payment nor Certificate for Payment certifying to the remaining retained percentage shall become due until Owner that the Project is complete and the Contractor submits is entitled to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out remainder of the unpaid Contract Price, less any amount withheld pursuant to this Contract, to the extent . All warranties and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver guarantees required by the State, Contract shall commence on the Contractor may furnish a bond satisfactory to date of Final Completion of the State to indemnify him against any such lienWork. If any such lien remains unsatisfied after all payments are madethe Architect is unable to issue its final Certificate for Payment and is required to repeat its final inspection of the Work, the Contractor shall refund to bear the State all moneys that the latter cost of repeat final inspections, which cost may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' feesdeducted by the Owner from the Contractor’s final payment. 9.9.3 If5.6.1.1 If the Contractor fails to achieve Final Completion within the time fixed therefor by the Architect in its Certificate of Substantial Completion, after Substantial the Contractor shall pay the Owner the sum of $200.00 per day for each and every calendar day of unexcused delay in achieving Final Completion beyond the date set forth herein for Final Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, . Any sums due and the Architect so confirms, the State shall, upon application payable hereunder by the Contractor and certification shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the ArchitectOwner, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed estimated at or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at before the time of executing this Contract. When the final Application Owner reasonably believes that Final Completion will be inexcusably delayed, the Owner shall be entitled, but not required, to withhold from any amounts otherwise due the Contractor an amount then believed by the Owner to be adequate to cover liquidated damages applicable to such delays. If and when the Contractor overcomes the delay in achieving Final Completion, or any part thereof, for Paymentwhich the Owner has withheld payment, the Owner shall promptly release to the Contractor those funds withheld, but no longer applicable, as liquidated damages. Notwithstanding any other provision of this Section, the Owner and the Contractor expressly agree that the liquidated damages set forth herein do not contemplate, nor do they cover, any Funding Delay Damages as identified in Section 5.6.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of written the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (35) Other documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of all such obligations, includingsuch as receipts and releases and waivers of liens, but not limited toclaims, receipts, releasessecurity interests, or other supporting documentation. and (4) final waivers of liens encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien, claim, security interest, or encumbrance. If any such lien a lien, claim, security interest, or encumbrance remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' ’ fees. 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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.not 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests, or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 ‌ 9.8.1 Upon receipt of written notice from DBT that the Work is ready for final inspection and acceptance and upon receipt inspection, City will make such inspection. City will file a notice of a final Application for Paymentcompletion with the County Clerk within ten (10) Days after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the Architect will promptly make such 9.9.2 Neither City may release the final payment nor retention provided the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might requirements in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments this paragraph are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' feesmet. 9.9.3 If, after Substantial Completion 9.8.2 Without limitation to any other provisions of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, before Final Payment (including release of undisputed retention) for Design-Build Services under this Design-Build Contract is authorized, the DBT shall have completed the Design-Build Services in accordance with the Contract Documents and if bonds have been furnished all applicable standards of care and the following requirements of the Contract Documents must be fulfilled by DBT: (i) The submittal of an application for Final Payment, together with supporting documentation, as required by Section 9.3 of these General Conditions. (ii) Completion and delivery by DBT to City of all required written guarantees, warranties, operation and maintenance manuals, As-Built Documents and other Record Documents, drawings, schedules, certificates and such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements. (iii) Delivery by DBT to City of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the materials, and all Design Professionals and Subcontractors have been paid in full; and that there are no bills outstanding against the Work for either labor or materials, except certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the provisions of the statutes of the State of California. (iv) Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site. (v) Submission of conditional releases of claims and stop notices from DBT and its Subcontractors with no reservation of rights for disputed claims or amounts. (vi) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the written consent City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the Final Payment or require the DBT to supply a stop notice release bond in the amount of 125% of the surety stop notice amount from a Surety acceptable to the payment City. 9.8.3 For purposes of determining the balance due last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that portion the City acts to release undisputed retention as part of the Work fully completed and accepted shall be submitted Final Payment, either by the Contractor transmitting a written request to the Architect prior retention Escrow Agent or by transmitting a payment directly to certification DBT, whichever occurs first. Acceptance of 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. 9.9.4 The making of final payment Final Payment by DBT shall constitute a complete waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsClaims, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor DBT as unsettled at the time of the final Application for Final Payment. 9.8.4 DBT shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter furnish evidence of such payment to City.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Engineer will promptly make suchsuch inspection and, when the Engineer finds the Work acceptable under the Contract Documents and the Contract fully performed, the Engineer will promptly issue a final Certificate for Payment stating that to the best of the Engineer’s knowledge, information and belief, and on the basis of the Engineer’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect Engineer (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) consent of suretya certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, if any, to final payment; (3) Other data establishing payment or satisfaction a written statement that the Contractor knows of all such obligations, including, but no substantial reason that the insurance will not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of be renewable to cover the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver period required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.Contract 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect Engineer so confirms, the State Owner shall, upon application by the Contractor and certification by the ArchitectEngineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Engineer prior to certification of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, orand unsettled; (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 The Design-Builder shall achieve Final Completion of the entire Work no later than thirty (30) days after Substantial Completion; provided, however, that if Final Completion is delayed for reasons beyond the control of the Design-Builder and those for whom the Design-Builder is responsible, the Design-Builder may request, before expiration of such thirty (30) day period, additional time (but not an increase in the Contract Sum) to achieve Final Completion, which approval the Owner shall not unreasonably withhold. Upon receipt of the Design-Builder’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection. When the Owner finds the Work acceptable under the 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor Design-Builder submits to the Architect Owner (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work Work, for which the State Owner or its the Owner’s property might in any way be responsibleresponsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment; , (35) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.as- 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Design-Builder or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the ArchitectDesign-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Design-Build Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor Design-Builder to the Architect Owner prior to certification issuance of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, breaches of the Design-Build Documents or defective Work appearing after Substantial Completion, (c) the Contract, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Design-Build Documents, or (d) ; or .3 terms of any special warranties required by the Contract Design-Build Documents. 9.9.5 The acceptance § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of all claims by the Contractor Design- Builder except those previously made in writing and identified by the Contractor Design-Builder as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 (1) Upon receipt by District of written notice from Contractor that the Contractor has completed the Punch List Work and the entire Work is ready for final inspection and acceptance acceptance, and upon receipt of a final Contractor's Final Application for Payment, the District and Architect will promptly make sucha Final Inspection. When the Architect finds the Work fully performed and acceptable under the Task Order, the Architect will certify that, to the best of the knowledge, information, and belief, the Punch List work is completed. All warranties and guarantees required shall be assembled and delivered by the Contractor to District as part of the Final Application for Payment. The Final Certificate for Payment will not be issued by District until all warranties and guarantees have been received and accepted by District and the requirements below have been met. 9.9.2 (2) Neither the final payment Final Payment nor the any remaining retained percentage percentages shall become due until the Contractor submits or performs the following: (a) A Final Application for Payment (b) Documentations listed under Schedule G-2.1 (c) Certificate evidencing that insurance required by First Amendment to the Architect Contract for Construction to remain in force after Final Payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (130) an affidavit that all payrollsdays prior written notice has been given to District; (d) Consent of Surety to Final Payment; (e) All warranties, bills for materials and equipmentincluding any special guarantees or warranties, and other indebtedness connected assignments of all guarantees or warranties from Subcontractors, vendors, suppliers, or manufacturers (with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent addresses and telephone numbers of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, those Subcontractors or other supporting documentation. persons providing guarantees and warranties); (4f) final waivers of liens arising out of All governmental or other approvals and permits required for the Contract, to the extent beneficial use and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion occupancy of the Work, final completion thereof is materially delayed through no fault including a Certificate of Occupancy; (g) All operation; and maintenance manuals for all equipment installed by Contractor and reports including equipment testing and balancing reports scanned and organized in electronic format (which shall be delivered to District at the time of commissioning); (h) Satisfactory cleaning of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment Site of the balance due Work; (i) A final cost accounting for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract DocumentsWork, and if bonds have been furnished as required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted which shall be submitted reviewed by the Contractor to the Architect prior to certification of such payment. Such payment District and shall be made under the terms and conditions governing final payment, except that it shall not constitute approved by District as a waiver of claimscondition to Final Payment. 9.9.4 The making (3) Acceptance of final payment Final Payment by Contractor, a Subcontractor, or material supplier shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Final Application for Payment. Final payment to Contractor by District shall not constitute a waiver of any claims by District against Contractor or any other person or entity with respect to the Work. Contractor shall include a like provision in each Subcontract such that acceptance of final payment by the Subcontractor shall constitute a waiver of claims by the Subcontractor, except as to those previously identified to Contractor in writing. (4) Final Payment shall not be paid prior to thirty (30) days following Final Completion of the Work. Contractor shall comply with the provisions as conditions precedent to Final Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 20 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to 25 be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. The Owner must agree with the Architect’s recommendation for Final Completion to be granted and final payment to be made. 9.9.2 30 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the 35 Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State 40 Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with the terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interest or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner or Lender. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the ArchitectArchitect and approval by Lender and Owner, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 . The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsOwner as provided in Subparagraph 4.3.5. 9.9.5 The acceptance 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment. Such waivers shall be in addition to the waiver described in Subparagraph 4.3.5.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of suretysurely, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, the written consent of the surety surely to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of 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. 9.9.4 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 The Contractor may apply, and reapply, for release of retainage on a subcontractor-by-subcontractor basis (and including amounts withheld on account of the Contractor’s own employees and for deliverables) in accordance with the requirements of the Contract following the Substantial Completion or earlier upon Final Completion of all of the Work Such application shall be accompanied by a written listing identifying the previously incomplete or defective Work or the deliverable that has now been completed or delivered. Such application shall be certified as having been made in good faith. The Owner shall pay retainage no later than 45 days after Final Completion of all of the Work providing all conditions to payment under the Contract have been met and subject to the following: (i) for incomplete, incorrect or missing deliverables, their mutually agreed value, or if no agreement then the reasonable value not to exceed 2.5% of the adjusted Contract Sum; (ii) for incomplete or defective Work, 150% of the reasonable cost to complete or correct the incomplete or defective Work; and (iii) for Claims made in accordance with this Agreement that are pending. In withholding payment from an application for release of retainage, the Owner shall cause to be provided to the Contractor (which may be provided by the Architect) a written description of the incomplete or defective Work item or deliverable and/or claim , which description shall be certified as made in good faith. The parties agree that any item of incomplete or defective Work remaining on the Final Punchlist whenever Contractor applies, or reapplies, for payment shall entitle Owner to continue withholding such as amount as provided in clause (ii) above in this paragraph. Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application application for Paymentpayment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Owner through the Architect the following deliverables (if the Contract identifies other items to be delivered at or before final payment such other items are also deliverables): (1) an affidavit that conditional and unconditional lien releases from Contractor and all payrollsSubcontractors and material suppliers as otherwise provided in the Agreement, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (1) delivery of all operating manuals, labeling of all components of all systems and equipment, delivery of all test certificates and operating permits and satisfaction of any other requirements of the Contract Documents including all matters described in Section 9.8.1 and the certificates of inspection and operating permits described in Section 13.5.4, (2) the Record Documents and reproducible transparencies thereof in accordance with Section 3.11, and (7) three (3) Other data establishing payment or satisfaction complete binders of all such obligationsmanufacturers’ catalogs, includinginstructions, but not limited to, receipts, releases, or and other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such liensimilar data, including the necessary graphic cuts, diagrams, value charts, and the like, covering all costs mechanical and reasonable attorneys' feesmanually operated devices furnished and/or installed in any permanent structure as specified in the Specifications. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of and as a part of the final Application application for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner or Tenant, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner or Tenant. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner or Tenant, the Contractor may furnish a bond satisfactory to the State each requesting and requiring party to indemnify him Owner and Tenant against any such lienlien or claim. If any such lien or claim remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner or Tenant all moneys money that the latter Owner or Tenant may be compelled to pay in discharging such lienlien or claim, including all costs and reasonable attorneys' fees. 9.9.3 § 9.10.3 If, after Substantial Completion of a Phase of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of such Phase of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Design Agent will promptly make suchsuch inspection and, when the Design Agent finds the Work acceptable under the Contract Documents and the Contract fully performed, the Design Agent will promptly issue a final Certificate for Payment stating that to the best of the Design Agent’s knowledge, information and belief, and on the basis of the Design Agent’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Design Agent’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. The Design Agent will perform no more than 2 inspections to determine whether the Work or a designated portion thereof has attained Final Completion in accordance with the Contract Documents. The Owner is entitled to reimbursement from the Contractor for amounts paid to the Design Agent for any additional inspections. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect Design Agent (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 working days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner, and (6) all other close-out documents required by the Owner, including without limitation, all as-built plans, warranties, manuals, and other materials set forth in the Contract Documents. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' ’ fees. 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect Design Agent so confirms, the State Owner shall, upon application by the Contractor and certification by the ArchitectDesign Agent, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Design Agent prior to certification of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled : .1 liens, (b) faulty , Claims, security interests, or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate for Payment is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect Architect, the Owner and ARS (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner, (3) a written statement that the insurance will cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data reasonably establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interest or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Architect, the Owner and ARS prior to certification of 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. 9.9.4 . The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsOwner as provided in Subparagraph 4.2.5. 9.9.5 The acceptance 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the on that payee's final Application for Payment. Such waivers shall be in addition to the waiver described in Subparagraph 4.2.5.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.8.1 Upon receipt of written notice from Design/Builder that in its opinion the Work is ready for final inspection and acceptance Final Acceptance, and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection and, when they find the Work acceptable under the Contract Documents and the Contract fully performed, Owner will thereafter issue a final progress payment within the time provided in the Design and Build Construction Agreement (herein referred to as the "Final Payment"). If Owner shall determine that the Punch List Work is not completed, Design/Builder agrees to reimburse Owner for any reinspection costs incurred. Reimbursement shall be accomplished by a deductive Change Order to the Contract Sum, or by payment from Design/Builder. 9.9.2 Neither the final payment nor the remaining retained percentage 9.8.2 Final Payment shall not become due until the Contractor Design/Builder submits to the Architect Owner (1) an affidavit affidavit, in form and substance acceptable to Owner, that all payrolls, bills for materials materials, supplies and equipment, and other indebtedness connected with the Work for which the State Design/Builder, Owner or its Developer's or Owner's property might in any way be responsible, have been paid or otherwise satisfiedsatisfied by Design/Builder; (2) all items required under Paragraph 9.3; (3) consent of surety, if any, to final paymentFinal Payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract), to the extent and in such form as may be designated any other material required by the StateContract Documents or reasonably requested by Owner, its lender or title insurer. If any Subcontractor or Sub-subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may Design/Builder shall if requested by Owner furnish a bond satisfactory to the State Owner to indemnify him against any such lien. If lien or claim, and if any such lien remains unsatisfied after all payments are made, the Contractor Design/Builder shall refund to the State Owner all moneys that the latter Developer or Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' ’ fees. 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, orand unsettled; (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 8.7.1 Upon receipt of written notice notification from the Contractor that the Work is complete and ready for final inspection and acceptance, the Owner shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. 8.7.2 When Final Completion has been achieved, the Contractor shall prepare for the Owner's acceptance a final application for payment stating that to the best of the Contractor's knowledge, and upon based on the Owner's inspections, the Work has reached Final Completion in accordance with the Contract Documents. The Contractor shall also prepare a Certificate of Final Completion to be signed by the Owner and the Contractor. The Owner shall have thirty (30) days after receiving the Certificate of Final Completion to either sign and return the Certificate of Final Completion or to provide written notice to the Contractor, along with a written explanation of the reasons for the Owner’s refusal to agree to, sign, and return the Certificate of Final Completion. If the Owner fails to provide such written notice and explanation to the Contractor within thirty (30) days of receipt of a final Application for Paymentthe Certificate of Final Completion, the Architect Certificate of Final Completion will promptly make suchbe deemed to have been accepted and agreed to by the Owner and Final Completion will be deemed to have been achieved. 9.9.2 Neither 8.7.3 Final payment of the final payment nor balance of the remaining retained percentage Contract Price shall become due until be made to the Contractor submits within thirty (30) days after all conditions in Paragraph 6.2 are satisfied. 8.7.4 The following items shall be provided by the Contractor to the Architect Owner within thirty (130) an days of Equipment Start-up: .1 An affidavit that all payrolls, bills for materials and equipment, and other declaring any indebtedness connected with the Work Work, e.g. payrolls or invoices for which the State materials or its property might in any way be responsibleequipment, to have been paid, satisfied or to be paid or otherwise satisfied; (2) consent with the proceeds of surety, if any, to final payment; (3) Other data establishing payment or satisfaction , so as not to encumber the Owner's property; .2 As-built drawings, manuals, copies of warranties and all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising close-out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as documents required by the Contract Documents; .3 Release of any liens, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of conditioned on final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.being received;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Unless otherwise provided in the Contract Documents; the Contractor shall inspect the Work to determine that it is sufficiently complete in accordance with the Contract Documents and the Contract is fully performed. Upon receipt of Contractor’s Notice of Final Completion written notice certifying that the Work is sufficiently complete in accordance with the Contract Documents, that the Contract is fully performed, that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Engineer and Owner will in a reasonable time, make such inspection and when the Engineer and Owner finds the Work acceptable under the Contract Documents and the Contract sufficiently performed, the Engineer will promptly make suchissue a final Certificate for Payment stating that to the best of the Engineer's knowledge, information and belief, and on the basis of the Engineer's and Owner’s on-site visits and inspections, the Work has been sufficiently completed in accordance with terms and conditions of the Contract Documents. The Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the 9.9.2 Neither 9.10.2 Unless otherwise provided in the Contract Documents, neither final payment nor the any remaining retained percentage shall become due until the Contractor Contractors submits to the Architect Engineer: (1) an affidavit that all payrolls, bills for materials and equipment, equipment and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Document to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) consent of surety, if any, to final payment; , and (35) Other if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner, for Owner’s review and approval. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' attorney’s fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion Final Completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, completion and the Architect Engineer so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, Engineer and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, Documents and if bonds have been furnished as required by the Contract Documents, 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 by submitted by the Contractor to the Architect Engineer prior to certification of 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. 9.9.4 9.10.3.1 Final payment constituting entire unpaid balance of Contract Amount will be paid by Owner to Contractor within thirty (30) days after final Certificate for Payment has been issued by Engineer. 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Architect/Engineer, accompanied by the Owner’s representative, will promptly make suchfinal inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer’s knowledge, information and belief, and on the basis of the Architect/Engineer’s observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Prime Contractor and noted in said final Certificate is due and payable. The Architect/Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Prime Contractor’s being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Prime Contractor. 9.9.2 (b) Neither the final payment nor the any remaining retained percentage shall become due until the Prime Contractor submits to the Architect Architect/Engineer: (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; ; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Prime Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; DocuSign Envelope ID: 0B2E709F-1B68-46D3-B102-6A54CF462BF3 (4) a consent of surety, if any, surety to final payment; and (35) Other if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses Owner. (c) As a precondition to furnish a release or waiver required final payment by the StateOwner under this Contract, the Prime Contractor's affidavit under Clause (b)(1) shall state that the Prime Contractor may furnish a bond satisfactory has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to Contractor for the State to indemnify him against any such lienWork performed under this Contract. If any such lien remains unsatisfied after all payments are madeIn the event the Prime Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Prime Contractor shall refund state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to the State all moneys that the latter may be compelled to pay in discharging whom such lienpayment is owed. IN ANY EVENT, including all costs and reasonable attorneys' feesTHE PRIME CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. 9.9.3 (d) If, after Substantial Completion of the Work, final completion thereof of the Work is materially delayed through no fault of the Prime Contractor or by the issuance of Change Orders affecting final completion, completion and the Architect so confirmsArchitect/Engineer confirms the delay, the State Owner shall, upon application by the Prime Contractor and certification by the Architect/Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Architect/Engineer prior to certification of such payment. Such payment Payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 (e) The making acceptance by the Prime Contractor of the final payment shall constitute operate as and shall be a waiver complete release of the Owner from all claims by or liabilities under the State except those arising from: (a) unsettled liens, (b) faulty Contract, for anything done or defective furnished or relating to the Work appearing after Substantial Completion, (c) failure or the Project, or for any act or neglect of the Work Owner relating to comply or connected with the requirements of Work or the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsProject. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Architect/Engineer, accompanied by the Owner’s representative, will promptly make suchfinal inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer’s knowledge, information and belief, and on the basis of the Architect/Engineer’s observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Architect/Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Contractor’s being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Contractor. 9.9.2 (b) Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect Architect/Engineer: (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; ; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety, if any, surety to final payment; and (35) Other if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses Owner. (c) As a precondition to furnish a release or waiver required final payment by the StateOwner under this Contract, the Contractor's affidavit under Clause (b)(1) shall state that the Contractor may furnish a bond satisfactory has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the State to indemnify him against any such lienWork under this Contract. If any such lien remains unsatisfied after all payments are madeIn the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall refund state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to the State all moneys that the latter may be compelled to pay in discharging whom such lienpayment is owed. IN ANY EVENT, including all costs and reasonable attorneys' feesTHE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. 9.9.3 (d) If, after Substantial Completion of the Work, final completion thereof of the Work is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, completion and the Architect so confirmsArchitect/Engineer confirms the delay, the State Owner shall, upon application by the Contractor and certification by the Architect/Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Architect/Engineer prior to certification of such payment. Such payment Payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 (e) The making acceptance by the Contractor of the final payment shall constitute operate as and shall be a waiver complete release of the Owner from all claims by or liabilities under the State except those arising from: (a) unsettled liens, (b) faulty Contract, for anything done or defective furnished or relating to the Work appearing after Substantial Completion, (c) failure or the Project, or for any act or neglect of the Work Owner relating to comply or connected with the requirements of Work or the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsProject. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the l th debtedness connectedmbered (less amounts nsu t be en s Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits unti to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected in with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encu withheld by Owner) have been paid or otherwise satisfied; , (2) consent of suretya certificate evidencing that i Contract Documents to remain in force after final payment is currently in effect and will no to expire until at least 30 days’ prior written notice has been given to the Owner, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.writt 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 10.7.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection and, if Owner determines that the Work has been completed in accordance with the terms and conditions of the Contract Documents, the entire balance will be determined to be due and payable to the Contractor. 9.9.2 Neither the 10.7.2 The final payment nor the remaining retained percentage shall not become due until the Contractor submits to the Architect Owner (1) an An affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise satisfiedwill be paid with Owner’s final payment to Contractor and that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner’s interests; (2) consent A general release executed by Contractor waiving, upon receipt of suretyfinal payment by Contractor, if anyall claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment, and an agreement to indemnify, defend and hold Owner harmless from and against any claims made by suppliers, Subcontractors, Sub-Subcontractors or others for work or material provided in connection with the Project or the Work; (3) Other data establishing payment or satisfaction of all such obligationsAll as-built documents, includingoperating manuals, but not limited to, receipts, releases, or warranties and other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as deliverables required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed . All guarantees and accepted shall be submitted by the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsDocuments shall include an assignment from the Contractor, Subcontractors, vendors, suppliers and manufacturers to the Owner, as well as a list of the names, addresses and telephone numbers of all subcontractors and any other entities providing these guarantees or warranties. 9.9.5 10.7.3 Owner shall make final payment of all sums due to the Contractor 30 days after the completion and acceptance of the project by the Owner and Contractor's compliance with Article 10.7.4 The acceptance of final payment by the Contractor shall constitute a complete and unconditional waiver and release of any and all claims by the Contractor of whatever nature, and regardless whether they are then known or unknown, and a complete and unconditional release of the Owner and every person for whom the Owner is responsible for any and all matters related to the Contract or otherwise, except those previously claims which have been made in writing and identified by the Contractor as unsettled not having been settled at the time of the that time. After final Application for Paymentpayment, Contractor shall submit to Owner a final lien waiver in a form prescribed by and in accordance with applicable law.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon When the Contractor determines that the Work is substantially complete in accordance with this Agreement, the Contractor shall, together with Owner, prepare a punch-list of items to be completed or corrected by Contractor. The failure to include any items on such list does not alter the responsibility of the Contractor to complete all Work in accordance with this Agreement. When Contractor achieves Final Completion, upon receipt of written notice that the Work is ready for , final inspection and acceptance acceptance, and upon receipt of a final Application for Paymentinvoice, the Architect Owner will promptly make such 9.9.2 Neither such inspection and, when Owner finds the Work conforming to this Agreement and this Agreement fully performed, Owner will make final payment nor in accordance with time periods set forth in Section 8.2. The final payment (including the remaining retained percentage zero percent (0%) retainage) shall not become due until the Contractor submits to the Architect Owner (1i) an affidavit Affidavit that all Contractor’s payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its property might in any way be responsible, have been paid or otherwise satisfied; , and (2ii) consent of surety, if any, to final payment; (3) Other , and data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens arising out of the Contractthis Agreement, to the extent and in such form as may be designated by the Stateindicated in Section 8.2 and Appendix forms K-1 or K-2, as applicable. If any Subcontractor subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, attorney's fees provided that Contractor has failed to remove any such lien within a reasonable time after being notified of its filing. If after Substantial Completion of the WorkWork and occurrence of the In-Service Date, final completion Final Completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirmsContractor, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contractthis Agreement, make payment of the balance due for that portion of the Work fully completed and acceptedcompleted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State Owner except those arising from: (a1) unsettled outstanding liens,; (b2) faulty faulty, defective, or defective Work appearing after Substantial Completion,nonconforming Work; (c3) failure of the Work to comply with the requirements of the Contract Documentsthis Agreement, or (d4) terms of any special warranties or guarantees required by the Contract Documents. 9.9.5 this Agreement. The acceptance of final payment shall constitute a waiver of all payment claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Paymentstill unsettled.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 10.7.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection and, if Owner determines that the Work has been completed in accordance with the terms and conditions of the Contract Documents, the entire balance will be determined to be due and payable to the Contractor. 9.9.2 Neither the 10.7.2 The final payment nor the remaining retained percentage shall not become due until the Contractor submits to the Architect Owner (1) an An affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise satisfiedwill be paid with Owner’s final payment to Contractor and that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner’s interests; (2) consent A general release executed by Contractor waiving, upon receipt of suretyfinal payment by Contractor, if anyall claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment, and an agreement to indemnify, defend and hold Owner harmless from and against any claims made by suppliers, Subcontractors, Sub-Subcontractors or others for work or material provided in connection with the Project or the Work; (3) Other data establishing payment or satisfaction of all such obligationsAll as-built documents, includingoperating manuals, but not limited to, receipts, releases, or warranties and other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as deliverables required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed . All guarantees and accepted shall be submitted by the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsDocuments shall include an assignment from the Contractor, Subcontractors, vendors, suppliers and manufacturers to the Owner, as well as a list of the names, addresses and telephone numbers of all subcontractors and any other entities providing these guarantees or warranties. 9.9.5 10.7.3 Owner shall make final payment of all sums due to the Contractor 30 days after the completion and acceptance of the project by the Owner and Contractor's compliance with Article 10.7.4 The acceptance of final payment by the Contractor shall constitute a complete and unconditional waiver and release of any and all claims by the Contractor of whatever nature, and regardless whether they are then known or unknown, and a complete and unconditional release of the Owner and every person for whom the Owner is responsible for any and all matters related to the Contract or otherwise, except those previously claims which have been made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.by

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 Upon receipt 9.9.1. When all of written notice that the Work finally is completed and ready for final inspection, Contractor shall notify XXXX COUNTY and Design Consultant thereof in writing. Thereupon, XXXX COUNTY and Design Consultant shall make final inspection of the Work and, if the Work is ready for final inspection complete in full accordance with this Contract and acceptance and upon receipt of a this Contract has been fully performed, the final Application for Payment, the Architect will promptly make such 9.9.2 Neither Payment may be submitted. If XXXX COUNTY and Design Consultant are unable to approve the final Application for Payment for reasons for which Contractor is responsible and XXXX COUNTY and Design Consultant are required to repeat a final inspection of the Work, Contractor shall be responsible for all costs incurred and associated with such repeat final inspection(s) and said costs may be deducted by XXXX COUNTY from the Contractor’s retainage. 9.9.2. Contractor shall not be entitled to payment nor the remaining retained percentage shall become due of retainage unless and until the Contractor it submits to the Architect (1) an XXXX COUNTY its affidavit that all the payrolls, bills invoices for materials and equipment, and other indebtedness liabilities, to include Liquidated Damages, connected with the Work for which the State XXXX COUNTY or its XXXX COUNTY’s property might in any way be responsible, responsible fully have been paid or otherwise satisfiedsatisfied or shall be paid from final payment; (2) releases and waivers of liens from all Subcontractors of Contractor and of any and all other parties required by Design Consultant or XXXX COUNTY that either are unconditional or conditional on receipt of final payment; Certificates of insurance showing continuation of required insurance coverage; such other documents as XXXX COUNTY may request; and consent of surety, if any, Surety to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, A Retainage Checklist shall be provided by XXXX COUNTY to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' feesupon request. 9.9.3 9.9.3. If, after Substantial Completion of the Work, final completion thereof Final Completion of the Work materially is materially delayed through no fault of the Contractor or nor by the issuance Issuance of Change Orders affecting final completionFinal Completion of the Work, and the Architect Design Consultant so confirms, the State XXXX COUNTY shall, upon application by the Contractor and certification by the Architect, Design Consultant and without terminating the Contract, make payment of the balance due Contractor for that portion of the Work work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, the written consent of the surety Surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect Design Consultant, prior to certification of 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. 9.9.4 The making of 9.9.4. Request for final payment by Contractor shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documentsagainst XXXX COUNTY, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.8.1 Upon receipt of written notice from DBE that the Work is ready for final inspection and acceptance and upon receipt inspection, City will make such inspection. City will file a notice of a final Application for Paymentcompletion with the County Clerk within ten (10) Days after Acceptance by City. Thirty- five (35) Days after filing the notice of completion, the Architect will promptly make such 9.9.2 Neither City may release the final payment nor retention provided the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might requirements in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' feesthis paragraph aremet. 9.9.3 If, after Substantial Completion 9.8.2 Without limitation to any other provisions of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, before Final Payment (including release of undisputed retention) for Design-Build Services under this Design-Build Contract is authorized, the DBE shall have completed the Design-Build Services in accordance with the Contract Documents and if bonds have been furnished all applicable standards of care and the following requirements of the Contract Documents must be fulfilled by DBE: (i) The submittal of an application for Final Payment, together with supporting documentation, as required by Section 9.3 of these GeneralConditions. (ii) Completion and delivery by DBE to City of all required written guarantees, warranties, operation and maintenance manuals, As-Built Documents and other Record Documents, drawings, schedules, certificates and such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements. (iii) Delivery by DBE to City of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the materials, and all Design Professionals and Subcontractors have been paid in full; and that there are no bills outstanding against the Work for either labor or materials, except certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the provisions of the statutes of the State of California. (iv) Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site. (v) Submission of conditional releases of claims and stop notices from DBE and its Subcontractors with no reservation of rights for disputed claims oramounts. (vi) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the written consent City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the Final Payment or require the DBE to supply a stop notice release bond in the amount of 125% of the surety stop notice amount from a Surety acceptable to the payment City. 9.8.3 For purposes of determining the balance due last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that portion the City acts to release undisputed retention as part of the Work fully completed and accepted shall be submitted Final Payment, either by the Contractor transmitting a written request to the Architect prior retention Escrow Agent or by transmitting a payment directly to certification DBE, whichever occurs first. Acceptance of 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. 9.9.4 The making of final payment Final Payment by DBE shall constitute a complete waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsClaims, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor DBE as unsettled at the time of the final Application for Final Payment. 9.8.4 DBE shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter furnish evidence of such payment to City.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 . The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsOwner as provided in Subparagraph 4.3.5. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 14.1 Upon receipt of your written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Paymentinvoice, the Architect Contact will promptly make such 9.9.2 Neither such inspection and, when the Contact finds the Work acceptable under the Materials and the Service is fully performed and a Permit has been issued, the Contact will promptly issue a final Certificate which will trigger payment stating that to the best of the Contact’s knowledge, information and belief, and on the basis of the Contact’s on-site visits and inspections, the Service have been completed in accordance with the Materials and this Agreement and that the entire balance found to be due to you and noted in the final invoice is due and payable. 14.2 The Contact’s final Certificate for payment nor the remaining retained percentage shall become due until the Contractor submits will constitute a further representation that conditions stated in Section 14.3 as precedent to you being entitled to final payment, subject to a hold-back as set out in Schedule 1, have been fulfilled. In addition to the Architect requirements in section 14.3 Final Completion will not be recognized until: (1) an affidavit that all payrolls, bills for materials and equipmentitems on the list accompanying the Certificate have been completed to our satisfaction, and other indebtedness connected with you are in possession of our written notice of acceptance of the Work for which and approval by the State or its property might in any way be responsible, have been paid or otherwise satisfiedContact; and (2) consent of suretyour final approval, if any, has been issued by the appropriate authority and received by us. 14.3 Final payment shall not become due until you have delivered to us a complete final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens unconditional release in the form attached hereto as Exhibit A arising out of the Contractthis Agreement or receipts in full covering all labour, to the extent materials and in such form as may equipment for which a claim, action or demand could be designated by the State. If any Subcontractor refuses to furnish a release filed, or waiver required by the State, the Contractor may furnish a bond satisfactory to the State us to indemnify him us against any such lien. claim, action or demand. 14.4 If any such lien claim, action or demand remains unsatisfied after all payments are made, the Contractor you shall refund to the State us all moneys money that the latter we may be compelled to pay in discharging such lienclaim, action or demand, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 14.5 The making of final payment shall constitute a waiver of all claims claims, actions or demands by the State us except those arising from: (a) unsettled liens,, claims, security interests or encumbrances arising out of the Agreement and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, Materials; or (dc) terms of any special warranties required by the Contract DocumentsMaterials. 9.9.5 The acceptance 14.6 Acceptance of final payment by you, a Representative or material supplier shall constitute a waiver of all claims Claims against us and any Indemnified Parties by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application application for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Construction Manager and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Construction Manager's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor Construction Manager submits to the Architect and Development Manager (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Development Manager, (3) a written statement that the Construction Manager knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (35) Other all warranties and guarantees described in Section 9.8.1 and (6), if required by the Development Manager, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateDevelopment Manager. If any a Subcontractor refuses to furnish a release or waiver required by the StateDevelopment Manager, the Contractor Construction Manager may furnish a bond satisfactory to the State Development Manager to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor Construction Manager shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Construction Manager or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor Construction Manager and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor Construction Manager to the Architect prior to certification of 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. 9.9.4 The 9.10.4 Except to the extent specifically set forth to the contrary in the Contract Documents, the making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: from (ai) unsettled liens, , Claims, security interests or encumbrances arising out of the Contract and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (cii) failure of the Work to comply with the requirements of the Contract Documents, or ; or (diii) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance 9.10.5 Acceptance of final payment by the Construction Manager, a Subcontractor or material supplier shall constitute a waiver of all claims Claims by the Contractor that payee, except those Claims that have previously made been properly and timely asserted by such party in writing and identified by the Contractor as unsettled at manner set forth in the time of the final Application for PaymentContract Documents.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Unless otherwise provided in the Contract Documents; the Contractor shall inspect the Work to determine that it is sufficiently complete in accordance with the Contract Documents and the Contract is fully performed. Upon receipt of Contractor’s Notice of Final Completion written notice certifying that the Work is sufficiently complete in accordance with the Contract Documents, that the Contract is fully performed, that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect and Owner will in a reasonable time, make such inspection and when the Architect and Owner finds the Work acceptable under the Contract Documents and the Contract sufficiently performed, the Architect will promptly make suchissue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's and Owner’s on-site visits and inspections, the Work has been sufficiently completed in accordance with terms and conditions of the Contract Documents. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. However, 95% of the contract amount will be due and payable to Contractor as noted in said final Certificate, with the remaining 5% retainage due and payable to the Contractor within thirty (30) days after acceptance of the Work by the Owner. 9.9.2 Neither 9.10.2 Unless otherwise provided in the Contract Documents, neither final payment nor the any remaining retained percentage shall become due until the Contractor Contractors submits to the Architect Architect: (1) an affidavit that all payrolls, bills for materials and equipment, equipment and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Document to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) consent of surety, if any, to final payment; , and (35) Other if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner, for Owner’s review and approval. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.money 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion Final Completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, completion and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, Architect and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, Documents and if bonds have been furnished as required by the Contract Documents, 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 by submitted by the Contractor to the Architect prior to certification of 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. 9.9.4 9.10.3.1 Final payment constituting entire unpaid balance of Contract Amount will be paid by Owner to Contractor within thirty (30) days after final Certificate for Payment has been issued by Architect. 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt completion of the Work, the Contractor shall forward to the Construction Manager a written notice that the Work is ready for final inspection and acceptance and upon receipt of shall also forward to the Construction Manager a final Contractor's Application for PaymentPayment Upon receipt, the Construction Manager will forward the notice and Application to the Architect who will promptly make such inspection. When the Architect, based on the recommendation of the Construction Manager, finds the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager and Architect will promptly make suchissue a final Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Construction manager's and Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect through the Construction Manager (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially Materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Construction Manager and Architect so confirmsconfirm, the State Owner shall, upon application by the Contractor and certification by the Construction Manager and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect through the Construction Manager prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.8.1 Upon receipt of written notice from Contractor that the Work is ready for final inspection and acceptance and upon receipt inspection, City will make such inspection. City will file a notice of a final Application for Paymentcompletion with the County Clerk within fifteen (15) Days after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the Architect will promptly make such 9.9.2 Neither City may release the final payment nor retention provided the remaining retained percentage shall become due until the Contractor submits requirements in this paragraph are met. 9.8.2 Without limitation to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and any other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out provisions of the ContractContract Documents, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a before Final Payment (including release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are madeof undisputed retention) for Work under this Construction Contract is authorized, the Contractor shall refund to have completed the State Work in accordance with the Contract Documents and all moneys that applicable standards of care and the latter may following requirements of the Contract Documents must be compelled to pay in discharging such lienfulfilled by Contractor:‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ (i) The submittal of an application for Final Payment, including all costs and reasonable attorneys' feestogether with supporting documentation, as required by Section 9.3 of these General Conditions. 9.9.3 If(ii) Completion and delivery by Contractor to City of all required written guarantees, after Substantial Completion of the Workwarranties, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completionoperation and maintenance manuals, As-Built Documents and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract other Record Documents, drawings, schedules, certificates and if bonds have been furnished such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements. (iii) Delivery by Contractor to City of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the materials, and all Subcontractors have been paid in full; and that there are no bills outstanding against the Work for either labor or materials, except certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the provisions of the statutes of the State of California. (iv) Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site. (v) Submission of conditional releases of claims and stop notices from Contractor and its Subcontractors with no reservation of rights for disputed claims or amounts. (vi) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the written consent City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Final Payment or require the Contractor to supply a stop notice release bond in the Architect prior amount of 125% of the stop notice amount from a Surety acceptable to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsCity. 9.9.4 The making 9.8.3 For purposes of final determining the last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that the City acts to release undisputed retention as part of Final Payment, either by transmitting a written request to the retention Escrow Agent or by transmitting a payment directly to Contractor, whichever occurs first. Acceptance of Final Payment by Contractor shall constitute a complete waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsClaims, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Final Payment. 9.8.4 Contractor shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment, and shall promptly thereafter furnish evidence of such payment to City.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 7.3.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect City will promptly make such 9.9.2 Neither such inspection. Upon receipt of the Final Certificate of Payment, the City will process the final payment. The Design-Builder’s Final Certificate of Payment will constitute a further representation that conditions listed in Section 7.3.2, below, as precedent to the Design- Builder’s being entitled to final payment nor the remaining retained percentage have been fulfilled. 7.3.2 Final payment shall not become due until the Contractor Design-Builder submits to the Architect City (1a) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State City or its the City’s property might in any way be responsible, responsible or encumbered (less amounts withheld by City) have been paid or otherwise satisfied; , (2b) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the City, (c) a written agreement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (d) consent of surety, if any, surety to final payment; payment and (3e) Other if required by the City, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in is such form as may be designated by the StateCity. If any a Subcontractor refuses to furnish a release or waiver required by the StateCity, the Contractor Design-Builder may furnish a bond satisfactory to the State City to indemnify him the City against any such lien. If any such lien remains unsatisfied after all payments are payment is made, the Contractor Design-Builder shall refund to the State City all moneys money that the latter City may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, 7.3.3 If after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Design-Builder or by the issuance of Change Orders affecting final completion, and the Architect City so confirms, the State City shall, upon application by the Contractor and certification by the Architect, Design-Builder and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor Design-Builder to the Architect City prior to certification of 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. 9.9.4 . The making of final payment shall constitute a waiver of all claims by the State City except those arising from: (a) unsettled 7.3.3.1 liens,, claims, security interests or encumbrances arising out of the Contract and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (c) 7.3.3.2 failure of the Work to comply with the requirements of the Contract Documents, ; or (d) terms of any special 7.3.3.3 warranties required by the Contract Documents. 9.9.5 The acceptance 7.3.4 Acceptance of final payment by the Design-Builder, a Subcontractor, or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application acceptance for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Construction Manager and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Construction Manager's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor Construction Manager submits to the Architect and Development Manager (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Development Manager, (3) a written statement that the Construction Manager knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (35) Other all warranties and guarantees described in Section 9.8.1 and (6), if required by the Development Manager, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateDevelopment Manager. If any a Subcontractor refuses to furnish a release or waiver required by the StateDevelopment Manager, the Contractor Construction Manager may furnish a bond satisfactory to the State Development Manager to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor Construction Manager shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Construction Manager or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor Construction Manager and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor Construction Manager to the Architect prior to certification of 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. 9.9.4 The 9.10.4 Except to the extent specifically set forth to the contrary in the Contract Documents, the making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: from (ai) unsettled liens, , Claims, security interests or encumbrances arising out of the Contract and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (cii) failure of the Work to comply with the requirements of the Contract Documents, or ; or (diii) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance 9.10.5 Acceptance of final payment by the Construction Manager, a Subcontractor or material supplier shall constitute a waiver of all claims Claims by the Contractor that payee, except those Claims that have previously made been properly and timely asserted by such party in writing and identified by the Contractor as unsettled at manner set forth in the time of the final Application for PaymentContract Documents.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, , the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 . The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsOwner as provided in Subparagraph 4.3.5. 9.9.5 The acceptance 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment. Such waivers shall be in addition to the waiver described in Subparagraph 4.3.5.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for PaymentPayment and a permanent Certificate of Occupancy, the Architect will promptly make such 9.9.2 Neither such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed (i.e.: "Final Completion"), the Architect will promptly issue a final Certificate for Payment stating that, to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor as noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Paragraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled, and such final Certificate shall constitute the Architect's certification to the Owner with respect to payment due the Contractor. All warranties and guarantees required under or pursuant to the Contract Documents shall be assembled and delivered by Contractor to the Owner as part of the final payment Application for Payment. The final Certificate of Payment will not be issued until all warranties and guarantees have been received and accepted by Owner. 9.10.2 Neither Final Payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after Final Payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days' prior written notice has been given to Owner, (3) a written statement that Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (3) Other 5), if required by Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by Owner, and (6) evidence of compliance with all requirements of the StateContract Documents; notices, certificates, affidavits, other requirements to complete obligations under the Contract Documents, including, but not limited to, (a) instruction of Owner’s representatives in the operation of mechanical, electrical, plumbing and other systems, (b) delivery of keys to Owner with keying schedule: master, sub-master and special keys, (c) delivery to Architect of Contractor’s General Warranty (as described in Section 3.5) and each written warranty and assignment thereof prepared in duplicate, certificates of inspections, and bonds for Architect's review and delivery to Owner, (d) delivery to Architect of printed or typewritten operating, servicing, maintenance and cleaning instructions for all Work; parts lists and special tools for mechanical and electrical Work, in approved form, (e) delivery to Architect of specified Project record documents, and (f) delivery to Owner of a final waiver, discharge and release of all preliminary notices of claim of liens, liens, claims of liens, in form satisfactory to Owner, covering all Work, including, without limitation, that of all Subcontractors, suppliers, vendors, laborers, materialmen and service providers, executed under oath by an authorized officer of Contractor. In addition to the foregoing, all other submissions required by other articles and paragraphs of the Specifications, including final construction schedule, shall be submitted to Architect before approval of final payment. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may shall furnish a bond satisfactory to Owner and which satisfies the State requirements of the Texas Property Code to indemnify him Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for the Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final paymentFinal Payment, except that it shall not constitute a waiver of claims. 9.9.4 . The making of final payment Final Payment shall not constitute a waiver of claims by the Owner, as provided in Paragraph 4.3.5. 9.10.4 Acceptance of Final Payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 7.4.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect City with the assistance of the Designer will promptly make such 9.9.2 Neither such inspection. Upon receipt from the Designer of the Final Certificate for Payment, the City will process the final payment. The Designer’s Final Certificate for Payment will constitute a further representation that conditions listed in Section 7.4.2, below, as precedent to the Construction Manager’s being entitled to final payment nor the remaining retained percentage have been fulfilled. 7.4.2 Final payment shall become not be due until all of the Contractor submits to following have been received by the Architect City (1a) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2b) consent receipt by the City of suretyall close-out documents required by the Contract Documents, if anyincluding but not limited to a Project Completion Certificate, to O&M manuals, manufacturer's warranties and final paymentas- built drawings; (3c) Other a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the City; (d) a written agreement that the Construction Manager knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (e) Consent of Surety Company to Final Payment; and (f) if required by the City, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releasesreleases of claims and lien rights (where applicable), security interests or other supporting documentation. and (4) final waivers of liens encumbrances arising out of the ContractAgreement, to the extent and in is such form as may be designated by the Stateis attached to this Agreement as Exhibit “G”. If any a Subcontractor refuses to furnish a release or waiver required by the StateCity, the Contractor Construction Manager may furnish a bond satisfactory and shall furnish a letter from its payment bond surety affirming its obligation on such bond notwithstanding refusal of a subcontractor to the State furnish a waiver or release as a condition precedent to indemnify him against any payment of such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund disputed amount to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' feesConstruction Manager. 9.9.3 If, 7.4.3 If after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Construction Manager or by the issuance of Change Orders affecting final completion, and the Architect Designer and the City so confirms, the State City shall, upon application by the Contractor Construction Manager and certification by the ArchitectDesigner, and without terminating the ContractAgreement, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, the written consent Consent of the surety Surety Company to the payment Final Payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor Construction Manager to the Architect Designer and the City prior to certification of 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. 9.9.4 . The making of final payment shall constitute a waiver of all claims by the State City except those arising from: 7.4.3.1 claims, lien rights (a) unsettled liens,where applicable), security interests or encumbrances arising out of the Agreement and unsettled; (b) faulty or defective Work appearing after Substantial Completion, (c) 7.4.3.2 failure of the Work to comply with the requirements of the Contract Documents, ; or (d) terms of any special 7.4.3.3 warranties required by the Contract Documents. 9.9.5 The acceptance 7.4.4 Acceptance of final payment by the Construction Manager, a Subcontractor, or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application acceptance for Paymentpayment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly prepare, sign and issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. The Owner shall deduct from final Certificate of Payment any costs associated with Architect’s inspections conducted pursuant to this Section in excess of two (2). 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (35) Other Contractor’s warranties, (6) maintenance and instruction manuals, (7) record drawings and “as built” drawings and (8) if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interest or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. The “as built” drawings shall be submitted by the Contractor showing all changes made during construction, including concealed mechanical, electrical and plumbing items. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed complete or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 . The making of final payment shall constitute a waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documentsas provided in Subparagraph 4.3.5. 9.9.5 The acceptance 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment. Such waivers shall be in addition to the waiver described in Subparagraph 4.3.5. 9.10.5 If and to the extent that, through no fault of the Owner, Architect, or the Architect's Consultants, the Date of Substantial Completion initially established in the Contract for Construction between Owner and Contractor to fully complete all construction is exceeded/extended or if the Architect's services are required for more than sixty days after the Date of Substantial Completion, compensation to the Architect for his services required for such extended administration of the Construction Contract shall be reimbursed to the Owner by the Contractor.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of written the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Owner and Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; , (35) Other documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, (6) final prints for record drawing use, marked by Contractor with record information as set forth in the Contract Documents, together with other pertinent job records, certificates, and operation and instruction manuals, (7) final conditional lien waivers from all Subcontractors and from Contractor in the form attached to the Agreement, and (8) other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' feesfees together with interest thereon at Owner’s primary cost of borrowing. 9.9.3 If§ 9.10.2.1 In addition to the requirements set forth in Section 9.10.2 above, after Substantial Completion of the Work, recommendation for final completion thereof is materially delayed through no fault of the Contractor or payment shall not be issued by the issuance of Change Orders affecting final completion, and Architect until the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion following have occurred: (a) acceptance of the Work by the Owner as fully completed and accepted. If performed under the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in terms of the Contract Documents, ; and if bonds (b) all Punch List items have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimssatisfactorily completed. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' ’ fees. 9.9.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State except those Owner exce .1 liens, Claims, security interests or encumbrances arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) out of the Contract .2 failure of the Work to comply with the requirements of the Contract Documents, or (d) Docume .3 terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make suchsuch inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 (a) Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Architect/Engineer, accompanied by the Owner’s representative, will promptly make suchfinal inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer’s knowledge, information and belief, and on the basis of the Architect/Engineer’s observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in said final Certificate is due and payable. The Architect/Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Contractor’s being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Contractor. 9.9.2 (b) Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect Architect/Engineer: (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner’s property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; ; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) a consent of surety, if any, surety to final payment; and (35) Other if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses Owner. (c) As a precondition to furnish a release or waiver required final payment by the StateOwner under this Contract, the Contractor's affidavit under Xxxxxx (b)(1) shall state that the Contractor may furnish a bond satisfactory has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the State to indemnify him against any such lienWork under this Contract. If any such lien remains unsatisfied after all payments are madeIn the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall refund state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to the State all moneys that the latter may be compelled to pay in discharging whom such lienpayment is owed. IN ANY EVENT, including all costs and reasonable attorneys' feesTHE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. 9.9.3 (d) If, after Substantial Completion of the Work, final completion thereof of the Work is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, completion and the Architect so confirmsArchitect/Engineer confirms the delay, the State Owner shall, upon application by the Contractor and certification by the Architect/Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Architect/Engineer prior to certification of such payment. Such payment Payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 9.9.4 (e) The making acceptance by the Contractor of the final payment shall constitute operate as and shall be a waiver complete release of the Owner from all claims by or liabilities under the State except those arising from: (a) unsettled liens, (b) faulty Contract, for anything done or defective furnished or relating to the Work appearing after Substantial Completion, (c) failure or the Project, or for any act or neglect of the Work Owner relating to comply or connected with the requirements of Work or the Contract Documents, or (d) terms of any special warranties required by the Contract DocumentsProject. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Design-Builder’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Owner will promptly make suchsuch inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment and both parties shall proceed to Closing in accordance with the Sales Contract. 9.9.2 Neither § 9.10.2 At Closing in accordance with the final payment nor the remaining retained percentage Sales Contract, Design-Builder shall become due until the Contractor submits submit to the Architect Owner (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work Work, for which the State Owner or its the Owner’s property might in any way be responsibleresponsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver certificate evidencing that insurance required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.Design-Build Documents to 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor Design-Builder or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the ArchitectDesign-Builder, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Design-Build Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor Design-Builder to the Architect Owner prior to certification issuance of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled from .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Design-Build Documents, ; or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance § 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of all claims by the Contractor Design- Builder except those previously made in writing and identified by the Contractor Design-Builder as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 ‌ 8.7.1 Upon receipt of written notice from the Contractor that the Work or designated portion thereof is ready for final inspection and acceptance and upon receipt of a final Application for Paymentacceptance, the Architect Designer and the Airport Authority will promptly make such 9.9.2 Neither such inspection and, if they find the Work acceptable under the Contract Documents and the Contract fully performed, the Designer will promptly issue a certificate stating that, based on its observations and inspections, the Work has been completed and that to its best knowledge, information and belief the Work has been completed in accordance with the Contract Documents. The Designer’s certificate will constitute a further representation that the conditions precedent to the Contractor’s entitlement to final payment nor as set forth in this Paragraph 8.7 have been fulfilled. If the remaining retained percentage shall become due until Designer or the Contractor submits to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with Airport Authority finds the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are made, unacceptable the Contractor shall refund to promptly complete or correct the State all moneys that Work. Upon such completion and/or correction, the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 If, after Substantial Completion Designer shall promptly issue a certificate of final completion of the Work. 8.7.2 Notwithstanding anything to the contrary in this Paragraph 8.7 contained, if the Airport Authority elects to take occupancy of the Work or the Project in stages, inspections for Substantial Completion and Final Completion may be performed, at the request of the Airport Authority, in stages (i.e., in respect of the portion of the Work to be occupied by the Airport Authority and such building systems as are necessary for the Airport Authority’s occupancy of such portion of the Project). The provisions of this Paragraph 8.7 shall apply to any staged final completion thereof is materially delayed inspection, except that in no event shall Final Completion be deemed to have occurred until final inspection and acceptance by the Airport Authority has occurred in respect to the entire Work. If, through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirmsDesigner, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected Designer (including its subconsultants) is less required to conduct more than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documents, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 The making of final payment shall constitute a waiver of all claims by the State except those arising from: two (a2) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure inspections of the Work to comply with determine Final Completion, the requirements of the Contract Documents, or (d) terms of Contractor shall be responsible for any special warranties required fees assessed by the Contract DocumentsDesigner for additional services on account of such additional inspections. The Contractor shall promptly reimburse the Airport Authority for any such additional fees or, if the same are not promptly reimbursed, the Airport Authority may deduct such amounts due from amounts otherwise payable to the Contractor. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 9.8.1 Upon receipt of written notice from Contractor that the Work is ready for final inspection and acceptance and upon receipt inspection, City will make such inspection. City will file a notice of a final Application for Paymentcompletion with the County Clerk within ten (10) Days after Acceptance by City. Thirty-five (35) Days after filing the notice of completion, the Architect will promptly make such 9.9.2 Neither City may release the final payment nor retention provided the remaining retained percentage shall become due until the Contractor submits requirements in this paragraph are met. 9.8.2 Without limitation to the Architect (1) an affidavit that all payrolls, bills for materials and equipment, and any other indebtedness connected with the Work for which the State or its property might in any way be responsible, have been paid or otherwise satisfied; (2) consent of surety, if any, to final payment; (3) Other data establishing payment or satisfaction of all such obligations, including, but not limited to, receipts, releases, or other supporting documentation. and (4) final waivers of liens arising out provisions of the ContractContract Documents, to the extent and in such form as may be designated by the State. If any Subcontractor refuses to furnish a before Final Payment (including release or waiver required by the State, the Contractor may furnish a bond satisfactory to the State to indemnify him against any such lien. If any such lien remains unsatisfied after all payments are madeof undisputed retention) for Work under this Construction Contract is authorized, the Contractor shall refund to have completed the State Work in accordance with the Contract Documents and all moneys that applicable standards of care and the latter may following requirements of the Contract Documents must be compelled to pay in discharging such lienfulfilled by Contractor: (i) The submittal of an application for Final Payment, including all costs and reasonable attorneys' feestogether with supporting documentation, as required by Section 9.3 of these General Conditions. 9.9.3 If(ii) Completion and delivery by Contractor to City of all required written guarantees, after Substantial Completion of the Workwarranties, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completionoperation and maintenance manuals, As-Built Documents and the Architect so confirms, the State shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract other Record Documents, drawings, schedules, certificates and if bonds have been furnished such other documents as required by the Contract Documents. All approvals and acceptances shall have been made pursuant to Applicable Code Requirements. (iii) Delivery by Contractor to City of an affidavit, signed under penalty of perjury, stating that all workers and persons employed, all firms supplying the materials, and all Subcontractors have been paid in full; and that there are no bills outstanding against the Work for either labor or materials, except certain items, to be set forth in such affidavit covering disputed claims or items in connection with which notices to withhold have been filed under the provisions of the statutes of the State of California. (iv) Completion of all construction Work, including corrective and punch list items, in a manner acceptable to City. All rubbish, tools, scaffolding and surplus materials and equipment have been removed from the Site. (v) Submission of conditional releases of claims and stop notices from Contractor and its Subcontractors with no reservation of rights for disputed claims or amounts. (vi) If a Stop Notice(s) is received by the City after the Notice of Completion has been filed and prior to Final Payment, the written consent City may, at its election, withhold the amount specified in the Stop Notice plus reasonable cost of any litigation pursuant to Civil Code Section 9358 from the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Final Payment or require the Contractor to supply a stop notice release bond in the Architect prior amount of 125% of the stop notice amount from a Surety acceptable to certification of such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claimsCity. 9.9.4 The making 9.8.3 For purposes of final determining the last day for submission of a Claim pursuant to Article 4, the date of Final Payment is deemed to be the date that the City acts to release undisputed retention as part of Final Payment, either by transmitting a written request to the retention Escrow Agent or by transmitting a payment directly to Contractor, whichever occurs first. Acceptance of Final Payment by Contractor shall constitute a complete waiver of all claims by the State except those arising from: (a) unsettled liens, (b) faulty or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements of the Contract DocumentsClaims, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Final Payment. 9.8.4 Contractor shall pay or cause to be paid to Subcontractors, the amount stated in the conditional releases within five (5) Days after receipt of the Final Payment and shall promptly thereafter furnish evidence of such payment to City.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 a. Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect Project Manager will promptly make suchsuch inspection and, when the Project Manager finds the Work acceptable under the Contract Documents and the Contract fully performed, the Project Manager will promptly issue a final Certificate for Payment stating that to the best of the Project Manager’s knowledge, information and belief, and on the basis of his/her observations and inspections, the Work has been completed in accordance with the terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor, and noted in said final Certificate, is due and payable. The Project Manager’s final Certificate for Payment will constitute a further representation that the conditions precedent to the Contractor’s being entitled to final payment as set forth in Subparagraph 9.10.2 have been fulfilled. Final Payment is also subject to any and all RFTA requirements. Warranties required by the Contract Documents shall commence on the date that the Project Manager issues a final Certificate of Payment to RFTA. 9.9.2 b. Neither the final payment nor the remaining retained percentage shall become due until the Contractor submits to the Architect (1) an Project Manager: i. An affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State RFTA or its property might in any way be responsible, responsible have been paid or otherwise satisfied; (2) consent , ii. Consent of surety, if any, to final payment; (3) Other , and iii. If required by RFTA, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent extent iv. Evidence of compliance with all requirements of the Contract Documents: notices, certificates, affidavits, other requirements to complete obligations under the Contract Documents, including but not limited to 1. instruction of RFTA’s representatives in the operation of mechanical, electrical, plumbing and other systems; 2. delivery of keys to RFTA with keying schedules, sub-master and special keys, 3. delivery to Project Manager of Contractor’s general warranty as described in such Paragraph 3.5, and each written warranty and assignment thereof prepared in duplicate, certificates of inspections, and bonds for Project Manager’s review and delivery to RFTA, 4. delivery to Project Manager of printed or typewritten operating, servicing, maintenance and cleaning instructions for the Work; parts lists and special tools for mechanical and electrical work, 5. delivery to RFTA of a final waiver of liens in a form as may satisfactory to RFTA, covering all work including that of all subcontractors, vendors, labor, materials and services, executed by an authorized officer and duly notarized. v. In addition to the foregoing, all other submissions required by other articles and paragraphs of the specifications including final construction schedule shall be designated by submitted to the StateProject Manager before approval of Final Payment. If any Subcontractor refuses to furnish a release or waiver required by the StateRFTA, the Contractor may furnish a bond satisfactory to the State RFTA to indemnify him RFTA against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State RFTA all moneys monies that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' ’ fees. 9.9.3 c. If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect Project Manager so confirms, the State RFTA shall, upon application by the Contractor and certification by the ArchitectContractor, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect Project Manager prior to certification of 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. 9.9.4 d. The making of final payment shall constitute a waiver of all claims by the State RFTA except those arising from: (a) i. unsettled liens, (b) ii. faulty or defective Work appearing after Substantial Completion, (c) iii. failure of the Work to comply with the requirements of the Contract Documents, or, (d) iv. terms of any special warranties required by the Contract Documents, or v. replacement of material or equipment which is rejected if found, after the date of final payment, to be defective or inferior in quality or uniformity, to the material or equipment specified, or is not as represented to the Project Manager. 9.9.5 e. The acceptance of final payment by the Contractor, a subcontractor, or supplier shall constitute a waiver of all claims by the Contractor that payee except those previously made in writing and identified by the Contractor that payee as unsettled at the time of the on payee’s final Application for Payment.

FINAL COMPLETION AND FINAL PAYMENT. 9.9.1 § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for PaymentPayment the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly make suchissue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. 9.9.2 § 9.10.2 Neither the final payment nor the any remaining retained percentage shall become due until the Contractor submits to the Architect (1I) an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the State Owner or its the Owner's property might in any way be responsible, responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; , (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment; payment and (3) Other 5), if required by the Owner, other data establishing payment or satisfaction of all such obligations, including, but not limited to, such as receipts, releases, or other supporting documentation. releases and (4) final waivers of liens liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the StateOwner. If any a Subcontractor refuses to furnish a release or waiver required by the StateOwner, the Contractor may furnish a bond satisfactory to the State Owner to indemnify him the Owner against any such lien. If any such lien remains unsatisfied after all payments are made, the Contractor shall refund to the State Owner all moneys money that the latter Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 9.9.3 § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Architect so confirms, the State Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, Contract make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as required by the Contract Documentsfurnished, 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 the Contractor to the Architect prior to certification of 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. 9.9.4 § 9.10.4 The making of final payment shall constitute a waiver of all claims Claims by the State Owner except those arising from: (a) unsettled .1 liens, (b) faulty , Claims, security interests or defective Work appearing after Substantial Completion, (c) failure of the Work to comply with the requirements encumbrances arising out of the Contract Documents, or (d) terms of any special warranties required by the Contract Documents. 9.9.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final Application for Payment.unsettled;