Common use of Payment of the Contract Price Clause in Contracts

Payment of the Contract Price. The District will make payment of the Contract Price upon completion of the Work, the Contractor’s full performance of all other obligations under this Contract and the Contractor’s submission of a properly itemized invoice. All invoices shall be sent to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make payment of the Contract Price. If the Contract Time is a duration of sixty (60) days or more, the Contractor may submit invoices on a monthly basis for the value of Work completed in the prior month, whereupon the District Representative and Inspector Of Record will promptly verify that the Work has been completed as indicated in the Contractor’s invoice. Within thirty (30) days of the date of such verification, the District will make payment equal to ninety five percent (95%) of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to the Contractor. The District may, in its sole discretion, condition payment of the Contract Price, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment of the Contract Price if: (a) there are claims or the probability of claims being submitted by Subcontractor, Material Suppliers or others in connection with the Work; (b) defective or non- conforming Work which is not remedied; or (c) there are any uncured Contractor defaults.

Payment of the Contract Price. The District will make payment of the Contract Price upon completion of the Work, the Contractor’s full performance of all other obligations under this Contract and the Contractor’s submission of a properly itemized invoice. All invoices shall be sent to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make payment of the Contract Price. If the Contract Time is a duration of sixty (60) days or more, the Contractor may submit invoices on a monthly basis for the value of Work completed in the prior month, whereupon the District Representative and Inspector Of Record will promptly verify that the Work has been completed as indicated in the Contractor’s invoice. Within thirty (30) days of the date of such verification, the District will make payment equal to ninety five percent (95%) of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to the Contractor. The District may, in its sole discretion, condition payment of the Contract Price, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment of the Contract Price if: (a) there are claims or the probability of claims being submitted by Subcontractor, Material Suppliers or others in connection with the Work; (b) defective or non- conforming Work which is not remedied; or (c) there are any uncured Contractor defaults.;

Payment of the Contract Price. The District will make payment of the Contract Price upon completion of the Work, the Contractor’s full performance of all other obligations under this Contract and the Contractor’s submission of a properly itemized invoice. All invoices shall be sent to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make payment of the Contract Price. If the Contract Time is a duration of sixty (60) days or more, the Contractor may submit invoices on a monthly basis for the value of Work completed in the prior month, whereupon the District Representative and Inspector Of Record will promptly verify that the Work has been completed as indicated in the Contractor’s invoice. Within thirty (30) days of the date of such verification, the District will make payment equal to ninety five percent (95%) of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to the Contractor. The District may, in its sole discretion, condition payment of the Contract Price, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment of the Contract Price if: (a) there are claims or the probability of claims being submitted by Subcontractor, Material Suppliers or others in connection with the Work; (b) defective or non- conforming Work which is not remedied; or (c) there are any uncured Contractor defaults.defaults.‌‌‌

Payment of the Contract Price. The District will make payment 5.1 Payment of the Contract Price upon completion of the Work, the Contractor’s full performance of all other obligations under this Contract and the Contractor’s submission of a properly itemized invoice. All invoices shall be sent made by the Employer to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make payment of the Contract Price. If the Contract Time is a duration of sixty (60) days or more, the Contractor may submit invoices on a monthly basis for the value of Work completed in the prior month, whereupon the District Representative and Inspector Of Record will promptly verify that the Work has been completed as indicated in the Contractor’s invoice. Within thirty following progress payment instalments: 5.1.1 The first instalment being 30% (30Thirty) days of the date of such verification, the District will make payment equal to ninety five percent (95%) of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to the Contractor. The District may, in its sole discretion, condition payment of the Contract Price, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment of the Contract Price if: shall be paid on completion of the first section of the Works namely: (a) there are claims or the probability of claims being submitted by SubcontractorAll foundations completed, Material Suppliers or others in connection with the Work; and (b) defective or non- conforming Work which is not remedied; or Brickwork to plinth height, backfilling and floors cast, and (c) there Brickwork internal and external walls completed except gables and beam filling. 5.1.2 The second instalment being 30% (Thirty) of the Contract Price shall be paid on completion of the second section of the Works namely: (a) Roof trusses and roof covering, and (b) Brickwork gables and beam filling completed, and (c) Internal and external walls plastered, and (d) Ceilings and cornices fixed, and (e) Cupboard carcasses fitted, and (f) Doors hung, and (g) Electrical tubing fitted, and (h) Plumbing pipes and drainage fitted, and (i) Glazing complete. 5.1.3 The third instalment being 30% (Thirty) of the Contract Price shall be paid on completion of the third section of the Works namely: (a) Painting and tiling complete, and (b) Electrical and plumbing work complete, and (c) All remaining work done as per specifications, and (d) All Contractor's rubble removed and site left clean. 5.1.4 The fourth and final instalment being 10% (Ten) of the Contract Price shall be paid on completion of the Works prior to Employer taking occupation of the Works. 5.1 The Upgrade to Specifications and Additional Costs shall be payable by the Employer to the Contractor in cash within 48 (Forty-Eight) hours after determination of these amounts by the Parties, failing to do so, the Contractor will not be obliged to execute the work as specified under Upgrade to Specifications and Additional Costs, and the Basic Specifications as stipulated in Annexure C will prevail. 5.2 Any agreed payments not paid on Due Date will bear interest in accordance with the provisions of Clause 17 below from the Due Date to date of final payment. 5.3 If the Works are any uncured financed by a Financial Institution, the Employer hereby empowers and authorises the Contractor defaultsto receive progress payments from the financial Institution as determined by it. The Contractor will furthermore be liable for the Interim Interest to a maximum of R15,000 (Fifteen Thousand Rand) from date of transfer until Occupancy Certificate is received. Any Interim Interest over and above this amount, will be for the account of the Employer, and will be due and payable by the Employer prior to the Occupation Date. Any saving will be for the sole benefit of the Contractor. 5.4 The Employer hereby irrevocably authorises the Transferring Attorney and/or the financial institution approving the loan as referred to in Clause of the Agreement of Sale, to pay the amounts of the progress draws as referred to in Clause 5.1 of this Agreement, including the final draw and all amounts due by the Employer to the Contractor on the Completion Date, to the Contractor, immediately and on demand.

Payment of the Contract Price. The District Owner shall pay the Contract Price at the following times and in the following manner: (a) The expenses to be reimbursed at the Closing in accordance with Section 4.1 will be paid at Closing. Prior to the Closing, the Contractor and the Owner shall develop and agree upon a schedule of values for the Facility based upon the line items in the MCE, a copy of which is attached hereto as Exhibit "I" which shall be initialled by the Contractor and the Owner to evidence their agreement and be approved by Lender ("Schedule of Values"). Based upon applications for payment submitted to the Architect by the Contractor and verified by Owner, and Certificates for Payment issued by the Architect, the general contractor, and the Contractor, the Owner shall submit applications for payment requesting Lender to make progress payments on account of certain items on the Schedule of Values based upon a percent complete basis as certified by the Architect to the Contractor. Certain other items on the Schedule of Values will be paid as incurred. The Cash Collateral Holdback (as hereinafter defined) shall be paid as set forth in Section 4.3(c) and the Price Increase Loan shall be paid as set forth in Section 4.3(b). The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. Each Application for Payment shall be based upon the most recent Schedule of Values submitted by the Contractor and approved by Owner and Lender, which approval shall not be unreasonably withheld or delayed. Applications for Payment shall show the amount due for each item shown on said Schedule of Values as of the end of the period covered by the Application for Payment. The amount of each such progress payment which is to be paid based on a percent complete basis shall be the Sum of (i) the product of multiplying that portion of such item properly allocable to completed work for such item by the percentage of completion of that item, and (ii) the portion of such item properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the work or suitably stored off the site, minus the aggregate of previous payments made by the Owner for such item and minus such retainage as is typically required in other construction loans obtained by Owner's affiliates. Notwithstanding anything set forth in this paragraph to the contrary, the terms and expense of progress payments on account of the Contract Price upon completion made from the Owner to the Contractor shall be subject to the terms and conditions of the WorkLender Loan as they relate to the Contractor's obligations. Owner shall use its best efforts to have the Certificates for Payment approved by and paid by lender. In the event that Owner does not approve an application for payment, the Owner will within two (2) business days notify Contractor’s full performance , in writing, of all other obligations under the reasons for the withholding of such approval. If Contractor and Owner cannot agree on a revised amount the Owner will promptly execute an application for payment for the amount for which Owner feels is due and paying in accordance with the terms of this Contract and Agreement. If the Owner does not issue an application for payment or a written notification to Contractor of its reason for withholding an application for payment in accordance with this Agreement, through no fault of Contractor’s submission of a properly itemized invoice. All invoices shall be sent to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon , within five business days after the receipt of an application for payment or if Owner does not request that Lender pay Contractor within five days after the receipt by Owner of an application for payment, then Contractor’s invoice, may upon seven additiona1 business days after written notice to Owner and Lender, stop the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make work order this Agreement until payment of the Contract Priceamount owing has been received. If Any such period of stoppage shall be added to the period of time during which the Contractor is to achieve Physical Completion as set forth in Section 2.8. (b) That portion of the Contract Time is a duration Price relating to the Price Increase Loan shall be payable in accordance with the terms of sixty Section 3.2. (60c) days or more, That portion of the Contractor may submit invoices on a monthly basis for the value of Work completed contract Price in the prior monthamount of Five Hundred Thousand Dollars ($500,000) (the "Loan Collateral Holdback") shall be due upon Physical Completion but shall not be payable until the Owner's achievement of a debt service coverage ratio at the Facility of 1.2 to 1 as determined by Lender, whereupon and the District Representative and Inspector Of Record will promptly verify Lender's release of the Cash Collateral Holdback; provided, however, that the Work has been completed Cash Collateral Holdback shall be payable by the Owner in any event upon the Facility achieving a debt service coverage ratio of 1.2 to 1 if Lender refuses to release the cash collateral held by the Lender as indicated in the Contractor’s invoicea result of any default of Owner, or any of its affiliates, under any agreement between Owner. Within thirty (30) days or any of the date its affiliates, and Lender not attributable to any action or inaction of such verification, the District will make payment equal to ninety five percent (95%) of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to or by the Contractor. The District may, in its sole discretion, condition payment Cash Collateral Holdback shall bear interest from the date of Physical Completion at the rate of the Contract Pricebase rate then in effect at the Bank of Boston, or any portion thereof, upon: plus three percent (a3%) per annum until paid. Owner shall assign its rights to the Contractor’s preparation first $500,000 of such collateral plus interest thereon to Contractor pursuant to a Schedule of Values for review collateral assignment thereof in the form attached as Exhibit "H" which the Owner hereby agrees to execute and acceptance by the District’s Representative; (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for deliver to the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment of the Contract Price if: (a) there are claims or the probability of claims being submitted by Subcontractor, Material Suppliers or others in connection with the Work; (b) defective or non- conforming Work which is not remedied; or (c) there are any uncured Contractor defaultsupon Physical Completion.

Payment of the Contract Price. The District As full consideration for the satisfactory performance of Contractor's obligations under this Contract, (i) within five (5) Business Days of the Effective Date, Owner shall pay to Contractor the initial payment amount set out in Exhibit B-1 (the “Down Payment”), and (ii) Owner will make payment of pay Contractor the Contract Price upon completion of the Work, the Contractor’s full performance of in accordance with Exhibit B-1 “Payment Milestones.” Owner shall pay Contractor all other obligations under this Contract and the Contractor’s submission undisputed invoice amounts within twenty-one (21) days after receipt of a properly itemized invoice. All invoices Request for Payment, as set forth below, in strict accordance with the Payment Milestones, less a retention as set forth in Section 4.5, however in no event shall any payment be sent to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that due and owing until such time as the Work has been satisfactorily completed and that accepted by Owner pursuant to the procedures set forth in Exhibit B-1 “Payment Milestones” and all other conditions have been satisfied. No payment shall be made unless the Contractor has performed all other obligations hereunderachieved the Milestone for which the payment is requested prior to the Contractor submitting its Request for Payment with respect thereto. Within thirty Contractor shall, on the first (301st) days day of each calendar month (or the following Business Day if the first (1st) of the District Representative’s confirmation month is not a Business Day), prepare and submit to Owner an application for payment (each, a “Request for Payment”) in the form set forth in Exhibit B-2 hereto specifying (i) components of the completion of Work and corresponding to Milestones set forth in the Contractor’s performance of other obligations hereunderPayment Milestones which have achieved completion, (ii) the District will make payment of the Contract Price. If the Contract Time is a duration of sixty (60) days or more, the Contractor may submit invoices on a monthly basis for the value of Work completed in during the prior month, whereupon the District Representative and Inspector Of Record will promptly verify that the Work has been completed as indicated in the Contractor’s invoice. Within thirty (30) days of period commencing upon the date of such verification, the District will make payment equal to ninety five percent (95%) Request for Payment for the prior period and ending on the date of the value Request for Payment for the current period, and (iii) the total payment sought in the Request for Payment based upon the Payment Milestones, including the appropriate supporting documentation of the Work completed. Within sixty (60) days foregoing including, but not limited to, any certificates of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to the Contractor. The District may, in its sole discretion, condition payment of the Contract Price, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Paymentcompletion, as applicable) . Payment Milestones have been selected to clearly identify the actual status of Work completed, rather than anticipated Project Schedules. This will establish a tangible basis for mutual agreement that the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and SubcontractorsMilestone objective has been met. The District may withhold payment of Owner will consider all Work complete only when the Contract Price if: (a) there are claims or the probability of claims being submitted by Subcontractor, Material Suppliers or others Work is completed in connection accordance with the Work; (b) defective or non- conforming terms and conditions of this Agreement including, all training and documentation has been provided, all equipment and spares have been provided, the construction Work which is not remedied; or (c) there finished, the final product has been inspected and tested, all make good deficiencies are any uncured Contractor defaultscorrected, all liquidated damages have been reconciled and paid and the equipment and the Work is operating in a condition reasonably satisfactory to Owner, as specified herein.

Payment of the Contract Price. The District Owner shall pay the Contract Price at the following times and in the following manner: (a) The expenses to be reimbursed at the Closing in accordance with Section 4.1 will be paid at Closing. Prior to the Closing, the Contractor and the Owner shall develop and agree upon a schedule of values for the Facility based upon the line items in the MCE, a copy of which is attached hereto as Exhibit "I" which shall be initialled by the Contractor and the Owner to evidence their agreement and be approved by Lender ("Schedule of Values"). Based upon applications for payment submitted to the Architect by the Contractor and verified by Owner, and Certificates for Payment issued by the Architect, the general contractor, and the Contractor, the Owner shall submit applications for payment requesting Lender to make progress payments on account of certain items on the Schedule of Values based upon a percent complete basis as certified by the Architect to the Contractor. Certain other items on the Schedule of Values will be paid as incurred. The Cash Collateral Holdback (as hereinafter defined) shall be paid as set forth in Section 4.3(c) and the Price Increase Loan shall be paid as set forth in Section 4.3(b). The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. Each Application for Payment shall be based upon the most recent Schedule of Values submitted by the Contractor and approved by Owner and Lender, which approval shall not be unreasonably withheld or delayed. Applications for Payment shall show the amount due for each item shown on said Schedule of Values as of the end of the period covered by the Application for Payment. The amount of each such progress payment which is to be paid based on a percent complete basis shall be the sum of (i) the product of multiplying that portion of such item properly allocable to completed work for such item by the percentage of completion of that item, and (ii) the portion of such item properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the work or suitably stored off the site, minus the aggregate of previous payments made by the Owner for such item and minus such retainage as is typically required in other construction loans obtained by Owner's affiliates. Notwithstanding anything set forth in this paragraph to the contrary, the terms and expense of progress payments on account of the Contract Price upon completion made from the Owner to the Contractor shall be subject to the terms and conditions of the WorkLender Loan as they relate to the Contractor's obligations. Owner shall use its best efforts to have the Certificates for Payment approved by and paid by Lender. In the event that Owner does not approve an application for payment, the Owner will within two (2) business days notify Contractor’s full performance , in writing, of all other obligations the reasons for the withholding of such approval. If Contractor and Owner cannot agree on a revised amount the Owner will promptly execute an application for payment for the amount for which Owner feels is due and paying in accordance with the terms of this Agreement. If the Owner does not issue an application for payment or a written notification to Contractor of its reason for withholding an application for payment in accordance with this Agreement, through no fault of Contractor, within five business days after the receipt of an application for payment or if Owner does not request that Lender pay Contractor within five days after the receipt by Owner of an application for payment, then Contractor1 may upon seven additional business days after written notice to Owner and Lender, stop the work under this Contract and the Contractor’s submission of a properly itemized invoice. All invoices shall be sent to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make Agreement until payment of the Contract Priceamount owing has been received. If Any such period of stoppage shall be added to the period of time during which the Contractor is to achieve Physical Completion as set forth in Section 2.8. (b) That portion of the Contract Time is a duration Price relating to the Price Increase Loan shall be payable in accordance with the terms of sixty Section 3.2. (60c) days or more, That portion of the Contractor may submit invoices on a monthly basis for the value of Work completed Contract Price in the prior monthamount of Five Hundred Thousand Dollars ($500,000) (the "Cash Collateral Holdback") shall be due upon Physical Completion but shall not be payable until the Owner's achievement of a debt service coverage ratio at the Facility of 1.2 to 1 as determined by Lender, whereupon and the District Representative and Inspector Of Record will promptly verify Lender's release of the Cash Collateral Holdback; provided, however, that the Work has been completed Cash Collateral Holdback shall be payable by the Owner in any event upon the Facility achieving a debt service coverage ratio of 1.2 to 1 if Lender refuses to release the Owner's cash collateral held by Lender as indicated in the Contractor’s invoice. Within thirty (30) days a result of the date any default of such verificationOwner, the District will make payment equal or any of its affiliates, under any agreement between Owner, or any of its affiliates, and Lender not attributable to ninety five percent (95%) any action or inaction of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to or by the Contractor. The District may, in its sole discretion, condition payment Cash Collateral Holdback shall bear interest from the date of Physical Completion at the rate of the Contract Pricebase rate then in effect at the Bank of Boston, plus three percent (3%) per annum until paid. Owner shall assign its rights to the first $500,000 of such collateral plus interest thereon to Contractor pursuant to a collateral assignment thereof in the form attached as Exhibit "H" which the Owner hereby agrees to execute and deliver to the Contractor upon Physical Completion. (d) In the event that any of Contractor's approved requisitions, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; payments set forth in subsections (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment of the Contract Price if: (a) there are claims or the probability of claims being submitted by Subcontractor, Material Suppliers or others in connection with the Work; (b) defective or non- conforming Work which is not remedied; or (c) there above, are not paid when due, solely due to delays incurred through the fault of or through circumstances under the control of the Owner or its affiliates, the Owner shall pay interest to the Contractor, monthly in arrears on any uncured such outstanding amount. Such monthly interest shall be computed at a rate equal to the base rate then in effect at the Bank of Boston, plus three percent (3%) per annum. (e) Owner's obligation to pay the Price Increase Loan and Owner's obligation to pay the Cash Collateral Holdback may be offset by proven losses sustained upon materials and equipment caused by the Contractor's material breach of this Agreement which is not cured within the applicable time period therefor. In the event that the Owner chooses to exercise its right of offset under this Section 4.3(e), it shall first provide the Contractor defaultswith written notice of such intent, to offset, setting forth the reasons therefor. Contractor shall have a period of seven days from its receipt of the Owner's notice within which to notify the Owner of the Contractor's desire to contest such offset. In the event that the Owner and the Contractor cannot agree within seven (7) days from the date of the Contractor's notice whether such offset is appropriate, the parties agree to submit such issue to binding arbitration before the American Arbitration Association in Boston, and agree to be bound by the decision rendered in any such arbitration.

Payment of the Contract Price. The District will make payment a. Payment of the Contract Price upon completion of the Work, the Contractor’s full performance of all other obligations under this Contract and the Contractor’s submission of a properly itemized invoice. All invoices shall be sent made by the Employer to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make payment of the Contract Price. If the Contract Time is a duration of sixty (60) days or more, the Contractor may submit invoices on a monthly basis for the value of Work completed in the prior month, whereupon the District Representative and Inspector Of Record will promptly verify that the Work has been completed as indicated in the Contractor’s invoice. Within thirty (30) days of the date of such verification, the District will make following progress payment equal to ninety five percent (95%) of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to the Contractor. instalments or a combination thereof: i. The District may, in its sole discretion, condition payment of the Contract Price, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment first installment being 25% of the Contract Price if: shall be paid on completion of the first section of the Works namely: 1. All foundations completed; and 2. Brickwork to plinth height, backfilling and floors cast; ii. The second installment being 30% of the Contract Price shall be paid on completion of the first section of the Works namely: 1. Brickwork internal and external walls completed; and 2. Roof trusses and Roof covering; and 3. Electrical tubing fitted; and 4. Plumbing pipes and drainage fitted; and 5. Glazing completed; and 6. Internal and external walls plastered iii. The third installment being 25% of the Contract Price shall be paid on completion of the first section of the Works namely: 1. Ceilings and cornices fixed; and 2. Cupboard Carcasses fitted (aIf applicable); and 3. Doors hung and Locks fitted; iv. The fourth installment being 15% of the Contract Price shall be paid on completion of the first section of the Works namely: 1. Painting and tiling complete; and 2. Electrical and plumbing work completed; and 3. All remaining work done as per the specifications; and 4. All Contractor’s rubble removed and site left clean. v. The fifth and final instalment being 5% (Five) there of the Contract Price shall be paid on completion of the Works prior to the Employer taking occupation of the Works. b. Any agreed payment not paid on the Due Date will bear interest in accordance with the provisions of Clause 16 below from the Due Date to the date of payment. c. If the Works are claims financed by a financial Institution, the Employer hereby empowers and authorizes the Contractor to receive progress payments from the financial institution as determined by it. d. The Employer hereby irrevocably authorizes the Transferring Attorney and/or the financial institution approving the loan, to pay the amounts of the progress draws as referred to in Clause 4 a. of this Agreement, including the final draw and all amounts due by the Employer to the Contractor of the Completion Date, to the Contractor, immediately and on demand. e. In the event of any payment, amount, progress draw or the probability final draw not being made on the Due Date, then and in that instance the Contractor shall be entitled, without prejudice to any other rights which he may have, to discontinue the Works forthwith and all damages arising, costs, including the additional interest accrued, shall be for the account of claims being submitted the Employer. f. If there is any dispute between the Parties pertaining to Clause 4, the dispute will be referred to the Principle Agent. The Parties agree to be bound by Subcontractorhis determination. g. It is recorded that this Agreement is concluded on the basis of the Employer obtaining a Building Loan. In the event that the Financial Institution approved the Loan as a Turnkey Loan, Material Suppliers or others then and in connection with that instance Clause 4.1 of this Agreement will be deemed to be amended to the Work; effect that the Total Contract Price must be paid by the Employer to the Contractor in 1 (bOne) defective or non- conforming Work which is not remedied; or (c) there are any uncured Contractor defaultsprogress draw on the Transfer Date as defined in the Agreement.

Payment of the Contract Price. The District Owner shall pay the Contract Price at the following times and in the following manner: (a) The expenses to be reimbursed at the Closing in accordance with Section 4.1 will be paid at Closing. Prior to the Closing, the Contractor and the Owner shall develop and agree upon a schedule of values for the Facility based upon the line items in the MCE, a copy of which is attached hereto as Exhibit "I" which shall be initialled by the Contractor and the Owner to evidence their agreement and be approved by Lender ("Schedule of Values"). Based upon applications for payment submitted to the Architect by the Contractor and verified by Owner, and Certificates for Payment issued by the Architect, the general contractor, and the Contractor, the Owner shall submit applications for payment requesting Lender to make progress payments on account of certain items on the Schedule of Values based upon a percent complete basis as certified by the Architect to the Contractor. Certain other items on the Schedule of Values will be paid as incurred. The Cash Collateral Holdback (as hereinafter defined) shall be paid as set forth in Section 4.3(c) and the Price Increase Loan shall be paid as set forth in Section 4.3(b). The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. Each Application for Payment shall be based upon the most recent Schedule of Values submitted by the Contractor and approved by Owner and Lender, which approval shall not be unreasonably withheld or delayed. Applications for Payment shall show the amount due for each item shown on said Schedule of Values as of the end of the period covered by the Application for Payment. The amount of each such progress payment which is to be paid based on a percent complete basis shall be the sum of (i) the product of multiplying that portion of such item properly allocable to completed work for such item by the percentage of completion of that item, and (ii) the portion of such item properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the work or suitably stored off the site, minus the aggregate of previous payments made by the Owner for such item and minus such retainage as is typically required in other construction loans obtained by Owner's affiliates. Notwithstanding anything set forth in this paragraph to the contrary, the terms and expense of progress payments on account of the Contract Price upon completion made from the Owner to the Contractor shall be subject to the terms and conditions of the WorkLender Loan as they relate to the Contractor's obligations. Owner shall use its best efforts to have the Certificates for Payment approved by and paid by Lender. In the event that Owner does not approve an application for payment, the Owner will within two (2) business days notify Contractor’s full performance , in writing, of all other obligations the reasons for the withholding of such approval. If Contractor and Owner cannot agree on a revised amount the Owner will promptly execute an application for payment for the amount for which Owner feels is due and paying in accordance with the terms of this Agreement. If the Owner does not issue an application for payment or a written notification to Contractor of its reason for withholding an application for payment in accordance with this Agreement, through no fault of Contractor within five business days after the receipt of an application for payment or if Owner does not request that Lender pay Contractor within five days after the receipt by Owner of an application for payment, then Contractor, may upon seven additional business days after written notice to Owner and Lender, stop the work under this Contract and the Contractor’s submission of a properly itemized invoice. All invoices shall be sent to Xxxxx Le at xxxxxxx@xxxxxx.xxx. Upon receipt of the Contractor’s invoice, the District Representative will promptly verify that the Work has been completed and that the Contractor has performed all other obligations hereunder. Within thirty (30) days of the District Representative’s confirmation of the completion of Work and the Contractor’s performance of other obligations hereunder, the District will make Agreement until payment of the Contract Priceamount owing has been received. If Any such period of stoppage shall be added to the period of time during which the Contractor is to achieve Physical Completion as set forth in Section 2.8. (b) That portion of the Contract Time is a duration Price relating to the Price Increase Loan shall be payable in accordance with the terms of sixty Section 3.2. (60c) days or more, That portion of the Contractor may submit invoices on a monthly basis for the value of Work completed Contract Price in the prior monthamount of five Hundred Thousand Dollars ($500,000) (the "Cash Collateral Holdback") shall be due upon Physical Completion but shall not be payable until the Owner's achievement of a debt service coverage ratio at the Facility of 1.2 to 1 as determined by Lender, whereupon and the District Representative and Inspector Of Record will promptly verify Lender's release of the Cash Collateral Holdback; provided, however, that the Work has been completed Cash Collateral Holdback shall be payable by the Owner in any event upon the Facility achieving a debt service coverage ratio of 1.2 to 1 if Lender refuses to release the Owner's cash collateral held by Lender as indicated in the Contractor’s invoice. Within thirty (30) days a result of the date any default of such verificationOwner, the District will make payment equal or any of its affiliates, under any agreement between Owner, or any of its affiliates, and Lender not attributable to ninety five percent (95%) any action or inaction of the value of the Work completed. Within sixty (60) days of completion of all Work and all other of the Contractor’s obligations hereunder, amounts previously retained from prior invoices will be released to or by the Contractor. The District may, in its sole discretion, condition payment Cash collateral Holdback shall bear interest from the date of Physical Completion at the rate of the Contract Pricebase rate then in effect at the Bank of Boston, plus three percent (3%) per annum until paid. Owner shall assign its rights to the first $500,000 of such collateral plus interest thereon to Contractor pursuant to a collateral assignment thereof in the form attached as Exhibit "H" which the Owner hereby agrees to execute and deliver to the Contractor upon Physical Completion. (d) In the event that any of Contractor's approved requisitions, or any portion thereof, upon: (a) the Contractor’s preparation of a Schedule of Values for review and acceptance by the District’s Representative; payments set forth in subsections (b) the submittal of executed Waivers and Releases (on Progress Payment or Final Payment, as applicable) for the Contractor and all Subcontractors receiving any portion of the Contract Price; and/or (c) delivery of Certified Payroll records of the Contractor and Subcontractors. The District may withhold payment of the Contract Price if: (a) there are claims or the probability of claims being submitted by Subcontractor, Material Suppliers or others in connection with the Work; (b) defective or non- conforming Work which is not remedied; or (c) there above, are not paid when due, solely due to delays incurred through the fault of or through circumstances under the control of the Owner or its affiliates, the Owner shall pay interest to the Contractor, monthly in arrears on any uncured such outstanding amount. Such monthly interest shall be computed at a rate equal to the base rate then in effect at the Bank of Boston, plus three percent (3%) per annum. (e) Owner's obligation to pay the Price Increase Loan and Owner's obligation to pay the Cash Collateral Holdback may be offset by proven losses sustained upon materials and equipment caused by the Contractor's material breach of this Agreement which is not cured within the applicable time period therefor. In the event that the Owner chooses to exercise its right of offset under this Section 4.3(e), it shall first provide the Contractor defaultswritten notice of such intent, to offset, setting forth the reasons therefor. Contractor shall have a period of seven days from its receipt of the Owner's notice within which to notify the Owner of the Contractor's desire to contest such offset. In the event that the Owner and the Contractor cannot agree within seven (7) days from the date of the Contractor's notice whether such offset is appropriate, the parties agree to submit such issue to binding arbitration before the American Arbitration Association in Boston, and agree to be bound by the decision rendered in any such arbitration.