Common use of Payments to Contractor Clause in Contracts

Payments to Contractor. For and in consideration of the faithful performance of the work herein embraced as set forth in the Contract Documents, and in accordance with the directions of the TOWN, through its Engineer and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) of the amount of any subsequent progress payments made under the Contract may be retained, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in the Contract, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the Subcontract.

Payments to Contractor. For On or before the last Monday of each and in consideration of every month during the faithful performance of the work herein embraced as set forth in Work, CONTRACTOR shall meet with the Contract DocumentsProject Manager or his or her designee to determine the quantity of pay items incorporated into the improvement during that month. A “Progress Payment Order” will then be jointly prepared, approved, and in accordance with signed by the directions of the TOWN, through its Engineer Project Manager and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than paid and providing for a five percent (5%) retention. Upon approval of the amount of any subsequent progress payments made under payment order by the Contract may be retainedProject Manager, providing the CONTRACTOR is making satisfactory progress on the projector his or her designee, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention it shall be reinstated submitted to CITY’s Finance Department and processed for all progress payments made under payment by obtaining approval from the Contract subsequent City Council to issue a warrant. Within three (3) days following City Council’s approval to issue a warrant, CITY shall mail to CONTRACTOR a warrant for the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately amount specified in the Contract, except progress payment order as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site amount to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineerpaid. Ten percent (10%) (or The retained five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty thirty-five (6035) days after completion or filing notice of completion the recording of the Contract. Retention Notice of payments Completion of the Work by the TOWN longer than sixty (60) days COUNTY and after final completion CONTRACTOR shall have furnished releases of all claims against CITY by persons who furnished labor or materials for the Work, if required by CITY. Upon the request of CONTRACTOR and acceptance requires a specific written finding by at its expense, securities equivalent to the TOWN amount withheld pursuant to the foregoing provisions may be presented to CITY for substitution for the retained funds. If CITY approves the form and amount of the reasons justifying offered securities it will release the delay retained funds and will hold the securities in paymentlieu thereof. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to any interest earned on the securities. In the event that claims for property damage or bodily injury are presented to CITY arising out of CONTRACTOR’s or any subcontractor’s Work under this Agreement; CITY shall give notice thereof to CONTRACTOR, and CONTRACTOR shall have thirty-five (35) days from the mailing of any such notice to evaluate the claim and to settle it by whole or partial payment, or to reject it, and to give notice of settlement or rejection to CITY. If CITY does not receive all interest notice within the above-mentioned 35-day period that the claim has been settled, and if the Project Manager, after consultation with the City Attorney, determines that the claim is meritorious, CITY may pay the claim or income earned by such security as a portion of it accrues in exchange for an appropriate release from the claimant, and may deduct the amount of the payment from the retained funds that would otherwise be paid to CONTRACTOR upon completion of the Work; provided, however, that the maximum amount paid for any one claim pursuant to this provision shall be One Thousand Dollars ($1,000.00), and the maximum amount for all such security claims in lieu of retention the aggregate paid pursuant to this provision shall be returned to the CONTRACTOR by the TOWN within sixty Five Thousand Dollars (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the Subcontract$5,000.00).

Payments to Contractor. For and in consideration of the faithful performance of the work herein embraced as set forth in the Contract Documents, and in accordance with the directions of the TOWN, through its Engineer and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress Partial payments shall be paid on or before fourteen made as the Work progresses within twenty-one (1421) days after the estimate close of the work calendar month. Requests for payment, along with the appropriate supporting documentation shall be submitted to the Architect on a regularly established monthly schedule approved by the Owner. Supporting documentation is certified defined as: Job cost variance report; schedule of values; equipment rental information; updated schedules, including recovery schedule if behind, lien release, subcontractor pay applications and approvedsupplier invoices; contractor general conditions billed to correct line from payment matrix (GCs or fee). All materials stored off site require the following: certificate of insurance for stored materials, bill of sale, supplier invoices and photos. The estimate Owner reserves the right to withhold payments at any time regardless of the work Architect’s recommendations or issuance of certificate for payment. The request for payment shall be deemed received based on the same items as are shown in the schedule of values itemizing the material used and Work performed for which payment is claimed. In preparing estimates, material delivered and properly stored on the site and preparatory Work done may be taken into consideration. The Contractor shall provide the Owner with a completed federal Form W-9 upon submission of the Contractor’s first request for payment. a. If payments are made on account of materials not incorporated in the Work, but delivered and suitably stored at the Project site or at some other location agreed upon in writing, such payments shall be conditioned upon submission by the TOWN on submission Contractor of bills of sale or such other procedures that will establish the Owner’s interest, including applicable insurance and transportation to any person designated by the TOWN for Project site. b. Payments shall be made in the submission, review or approval full value of the estimate of the work. When the Contract is fifty per cent (50%) completedWork performed and material stored, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than less five percent (5%) of the amount of any subsequent progress payments made under the Contract may be retained, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in the Contract, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated such value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final until completion and acceptance of all materialWork unless otherwise agreed by Owner, and less the aggregate of any previous payments. c. Under any Contract exceeding One Hundred Fifty Thousand Dollars ($150,000) pursuant to which sums are withheld to assure satisfactory performance, the Contractor may withdraw the whole or any portion of such sums withheld if the Contractor deposits acceptable securities with the Owner in an amount at all times at least equal to the amount withdrawn. All such withdrawals shall be on the Owner’s approved forms and shall require that the acceptable securities be endorsed in favor of the Owner, authorizing the Owner to negotiate the acceptable securities and to receive the payments due. d. The Contractor warrants and guarantees that title to all Work, materials, and equipment and work covered by a request for payment, whether incorporated in the Contract if Project or not, shall pass to the CONTRACTOR has furnished Owner upon the TOWN satisfactory receipts receipt of such payment by the Contractor, free and clear of all liens, claims, security interests, or encumbrances; and that no Work, materials, or equipment covered by a request for payment shall have been acquired by the Contractor or by any other person performing the Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. This provision shall not be construed as relieving the Contractor from the sole responsibility for all labor materials and material billed and waivers Work upon which payments have been made or the restoration of liens from any and all persons holding claims against the work. In no event shall the agent accept damaged Work, or as a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings right of the Owner to require the fulfillment of all the terms of the Contract. e. After the date of final completion of the Work, final settlement for the Project shall be advertised in accordance with Colorado law. f. On the date of final settlement, as advertised, and loan association of any right or power to set off against either after the TOWN or the CONTRACTOR in relationship Contractor has submitted a written notice to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided aboveOwner that no claims have been filed, any Subcontractor undertaking to perform any part of such public work final payment shall be entitled to provide substitute security to made in full. Notwithstanding the CONTRACTOR upon terms and conditions similar to those described aboveforegoing, and such security shall be the Owner may withhold sufficient funds, if available, for unpaid claims as specified in lieu of any retention under the SubcontractGC-46.04.

Payments to Contractor. For On or before the last Monday of each and in consideration of every month during the faithful performance of the work herein embraced as set forth in Work, CONTRACTOR shall meet with the Contract DocumentsProject Manager or his or her designee to determine the quantity of pay items incorporated into the improvement during that month. A “Progress Payment Order” will then be jointly prepared, approved, and in accordance with signed by the directions of the TOWN, through its Engineer Project Manager and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than paid and providing for a five percent (5%) retention. Upon approval of the amount of any subsequent progress payments made under payment order City Hall Fire Alarm System Upgrade Project – Phase II by the Contract may be retainedProject Manager, providing the CONTRACTOR is making satisfactory progress on the projector his or her designee, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention it shall be reinstated submitted to CITY’s Finance Department and processed for all progress payments made under payment by obtaining approval from the Contract subsequent City Council to issue a warrant. Within three (3) days following City Council’s approval to issue a warrant, CITY shall mail to CONTRACTOR a warrant for the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately amount specified in the Contract, except progress payment order as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site amount to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineerpaid. Ten percent (10%) (or The retained five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty thirty-five (6035) days after completion or filing notice of completion the recording of the Contract. Retention Notice of payments Completion of the Work by the TOWN longer than sixty (60) days COUNTY and after final completion CONTRACTOR shall have furnished releases of all claims against CITY by persons who furnished labor or materials for the Work, if required by CITY. Upon the request of CONTRACTOR and acceptance requires a specific written finding by at its expense, securities equivalent to the TOWN amount withheld pursuant to the foregoing provisions may be presented to CITY for substitution for the retained funds. If CITY approves the form and amount of the reasons justifying offered securities it will release the delay retained funds and will hold the securities in paymentlieu thereof. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to any interest earned on the securities. In the event that claims for property damage or bodily injury are presented to CITY arising out of CONTRACTOR’s or any subcontractor’s Work under this Agreement; CITY shall give notice thereof to CONTRACTOR, and CONTRACTOR shall have thirty-five (35) days from the mailing of any such notice to evaluate the claim and to settle it by whole or partial payment, or to reject it, and to give notice of settlement or rejection to CITY. If CITY does not receive all interest notice within the above-mentioned 35-day period that the claim has been settled, and if the Project Manager, after consultation with the City Attorney, determines that the claim is meritorious, CITY may pay the claim or income earned by such security as a portion of it accrues in exchange for an appropriate release from the claimant, and may deduct the amount of the payment from City Hall Fire Alarm System Upgrade Project – Phase II the retained funds that would otherwise be paid to CONTRACTOR upon completion of the Work; provided, however, that the maximum amount paid for any one claim pursuant to this provision shall be One Thousand Dollars ($1,000.00), and the maximum amount for all such security claims in lieu of retention the aggregate paid pursuant to this provision shall be returned to the CONTRACTOR by the TOWN within sixty Five Thousand Dollars (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the Subcontract$5,000.00).

Payments to Contractor. For and in consideration 22.1 By the end of each month before each progress payment falls due, the Contractor will submit to the Owner an application for payment using an applicable AIA form of application for payment. Each application for payment shall be accompanied by detailed support from Contractor evidencing the that portion of the faithful performance Work completed and covered by the Application, including evidence reasonably satisfactory to Owner of quantities and unit prices, together with such other information and support as Owner may reasonably require. Each application for payment shall be accompanied by a lien waiver from Contractor and each Subcontractor waiving its mechanic’s lien rights with respect to the work herein embraced as set forth Work covered by the application. Owner will either indicate in writing its approval of payment or promptly return the Contract Documents, and application to Contractor indicating in accordance with writing Owner’s reasons for refusing to approve the directions of application. In the TOWN, through its Engineer and to its satisfactionlatter case, the TOWN agrees to Contractor may make the necessary corrections and resubmit the Application. The Owner will pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make Contractor progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and each approved estimate application within ten (10) days of receipt of the work performed during approved application by Owner. In addition to the preceding calendar month under foregoing, Contractor shall comply with such Contract may include other customary and typical payment and disbursement procedures as are reasonably required by Owner’s lender and title insurer. 22.2 Each application for material and equipment, but payment shall be subject to ensure retainage by Owner in the proper performance amount of such Contract, the TOWN shall retain ten per cent percent (10%) of the amount of the application until the Work is 50% complete and thereafter each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted application shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail subject to retainage in the estimate amount of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) of the amount of the Application. Upon Contractor’s full and timely completion of the portion of the Work included within each Phase, Owner shall pay the retainage for each Phase of the Work to Owner with the final payment for the Work included in the Phase, all within ten (10) days after the delivery of a proper application for payment covering the final payment and retainage. Notwithstanding the foregoing, if the parties agree to allow the completion of certain items of Work of a Phase until the completion of the Project by the general contractor (which items currently under consideration being the spreading of top soil and seeding) (the “Deferred Work”), then assuming completion of all of other Work in the Phase and the receipt by Owner of a proper application therefore, Owner shall disburse the all of the retainage for the Phase but withhold from that distribution an amount equal to the reasonable value of the Deferred Work as reasonably determined by Owner. 22.3 Prior to Substantial Completion, the Owner, with concurrence of the Contractor, may use any subsequent progress payments made under completed or substantially completed portions of the Work. Such use shall not constitute an acceptance of such portions of the Work. 22.4 The Owner shall have the right to enter the Project site for the purpose of doing Work not covered by the Contract Documents. This provision shall not be construed as relieving the Contractor of the sole responsibility for the care and protection of the Work, or the restoration of any damaged Work except such as may be retained, providing caused by agents or employees of the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Owner or other Contractors of Owner. 22.5 Upon completion and acceptance of each separate buildingthe Work, public work or other division the Owner shall issue a certificate attached to the final payment request that the Work has been accepted by it under the conditions of the Contract on which the price is stated separately in the Contract, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductionsDocuments. In preparing estimates, the material and equipment delivered on the site The entire balance found to be incorporated in due the job Contractor shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR Contractor within sixty thirty (6030) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying Work. 22.6 The Contractor will indemnify, defend and save the delay Owner and its lenders, successor and assigns and the Project site harmless from all claims growing out of the lawful demands of Subcontractors, laborers, workmen, mechanics, materialmen, and furnishers of machinery and parts thereof, equipment, tools, and all supplies incurred in paymentthe furtherance of the performance of the Work. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN Contractor shall, at the option Owner’s request, furnish satisfactory evidence that all obligations of the CONTRACTORnature designated above have been paid, accept as discharged, or waived. 22.7 The Contract is based on a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed unit price bid. The estimated quantities provided by the United States Owner are estimates. Payment shall be based on actual quantities. The items of America, securities Work to be measured and the units of this State, securities of counties, municipalities measurement shall be as set forth in the bid sheets attached hereto as Exhibits A and schools within this StateB respectfully, or shares in other Contract Documents including applicable change orders. Estimates of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which quantity for roadway aggregate shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled paid according to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the Subcontractdelivery weight tickets.

Payments to Contractor. For and in consideration of Partial payments will be made as the faithful performance of the work herein embraced as set forth in the Contract Documents, and in accordance with the directions of the TOWN, through its Engineer and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished Work progresses at the unit bid price end of each calendar month, or as soon thereafter as practicable, on estimates made by the Owners' authorized representative and as approved by the Owner, provided the Contractor is performing the overall job in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutesa diligent manner. In making partial payments, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments there shall be retained 5 percent on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final substantial completion of all work covered by this Contract, in order to insure proper performance of the Contract. Payments, as approved by the Owner's authorized representative, shall be made to the Contractor by the Owner no later than the 15th day of each calendar month for work performed the preceding month provided the Contractor submits data so required by the Owner's authorized representative to the Owner's authorized representative by the 5th day of each calendar month. The computation of quantities that will be the basis for estimates, both monthly and final, shall be made by the Owner's authorized representative in accordance with methods defined in the Contract Documents. In preparing estimate data to be submitted to the Owner's authorized representative, Contractor may include for consideration material properly delivered and stored on site and any preparatory work. All material and work covered by partial payments made shall thereupon become the sale property of the Owner, but this provision shall not be construed as relieving the Contractor from the sole responsibility for the care and protection of materials and work upon which payments have been made or the restoration of any damaged work, or as a waiver of the right of the Owner to require the fulfillment of all of the terms of the Contract. Upon completion and acceptance of all materialthe Work, equipment the Owner's authorized representative shall issue a certificate that the Work has been completed and work covered accepted by him under the Contract. An conditions of this contract, and shall make and approve the final estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the ContractWork. The TOWN entire balance found to be due the Contractor, including retained percentages, but excepting such sums as may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received lawfully retained by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth belowOwner, shall be paid to the CONTRACTOR Contractor. Such payment shall be conditioned, however, upon submission by the Contractor of evidence satisfactory to the Owner that all claims for labor, material and other outstanding indebtedness in connection with this Contract have been paid. If, after the Work has been substantially completed, full completion thereof is materially delayed through no fault of the Contractor and the Owner's authorized representative so certifies, the Owner shall upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) certificate of the amount of any subsequent progress payments made under the Contract may be retainedOwner's authorized representative, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in without terminating the Contract, except make payment for the balance-due for that portion of the Work fully completed and accepted. The Owner's authorized representative may withhold or, on account of subsequently discovered evidence, nullify the whole or part of any estimate to such extent as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay protect the expenses Owner from loss on account of: a. Defective work not remedied. b. Claims filed or reasonable evidence indicating probable filing of claims. c. Failure of Contractor to make payments promptly to subcontractors or for material or labor. d. Reasonable doubt that the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall Contract can be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph completed for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the Subcontractbalance then unpaid.

Payments to Contractor. For GC Section 9 is amended and supplemented as follows: Copies of all Applications for Payment shall be submitted to Owner and Architect no later than the twenty-fifth (25th) day of any calendar month for any period preceding such date. Notwithstanding anything to the contrary in consideration of the faithful performance of Construction Documents, the work herein embraced parties acknowledge that Architect will not review or issue Certificates for Payment, and that Owner shall be entitled to review all Applications for Payment without consulting with Architect. Owner shall be entitled to withhold amounts included in an Application for Payment if Owner does not approve such amount as set forth in this Section 9. Contractor shall submit to Owner the Application for Payment and all notices and documents required in the Contract Documents to be provided to Architect in connection with its review of the Application for Payment or the issuance of a Certificate for Payment. If requested by Owner, each Application for Payment (after the first) shall be accompanied by an accounting of the disbursement of funds previously received by Contractor from Owner, certified to be true and correct by Contractor. Upon the reasonable request of Owner, such accounting also shall itemize all disbursements to Subcontractors and Suppliers and Contractor shall deliver to Owner copies of all vendors' invoices, payroll and other data substantiating actual expenditures by Contractor for the Work, and upon reasonable request, shall allow Owner to inspect the books and records of Contractor relating to such expenditures. In each Application for Payment, Contractor shall certify that: (i) the requested payment represents a just determination of the actual amount payable to Contractor under the Contract Documents, and in accordance with ; (ii) the directions of the TOWN, through its Engineer and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency information set forth in the written finding. The progress payments shall be paid on or before fourteen Application for Payment is correct; (14iii) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) of the amount of any subsequent progress payments made under the Contract may be retained, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in the Contract, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to the best of Contractor's knowledge, is in full force and effect and free from default by any party (or if Owner is in default, the nature of the default); (iv) any contingency reserve under the Contract has or has not been utilized, and if utilized, the amount that remains; (v) all Subcontractors and Suppliers have been paid all sums that are due and payable to them in full (excluding payments due which are included in the Application for Payment in question); (vi) Contractor shall promptly pay all sums due and payable to Subcontractors, unions, laborers, and Suppliers out of funds to be received pursuant to the Application for Payment; (vii) no Lien currently affects the Work nor is there any basis for the filing of a Lien with respect to Work, other than Liens caused solely by Owner's wrongful withholding of amounts due Contractor under the Contract or Liens for the Work included in the Application for Payment; (viii) all amounts due and payable with respect to the Work either have been paid to the CONTRACTOR within sixty (60) days after completion date or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN included in the finding justifying Application for Payment; and (ix) partial waivers of mechanic's liens totaling the retention of moneys. In lieu of the retention provided amounts previously paid by Owner to Contractor have been obtained from all Subcontractors and Suppliers in this sectionsuch form as to constitute an effective waiver, the TOWN shallunder applicable Law, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned Lien rights with respect to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the SubcontractWork.

Payments to Contractor. For 15.1 Owner will review each Application for Payment and in consideration of the faithful performance of the work herein embraced will promptly take appropriate action thereon as set forth provided in the Contract Documents. The amount agreed upon for payment shall be payable by Owner no later than fifteen (15) calendar days after Contractor's submittal of a complete and accurate Application for Payment, but no sooner than the tenth (10th) day of the month. 15.2 Payment by Owner with respect to any Application for Payment shall not constitute Owner's approval or acceptance of any item or cost in such Application for Payment, nor shall it be construed to 15.3 With respect to each Application for Payment, Owner shall pay Contractor an amount equal to ninety percent (90%) of the Cost of the Work and the Contractor's Fee then payable according to the Schedule of Values, until fifty percent (50%) of that portion of the Work to be performed by Contractor or that portion of the Work to be performed by any Subcontractor has been completed. With respect to each Application for Payment thereafter, Owner shall pay Contractor an amount equal to one hundred percent (100%) of the Cost of the Work, but only to the extent that the amount paid by Owner is in turn paid to the Subcontractor in question, and one hundred percent (100%) of the Contractor's Fee then payable according to the Schedule of Values. The balance of the retention shall be paid at time of Final Payment for each respective Segment of the Work. Any provision to the contrary in this Agreement or any other Contract Documents notwithstanding, in the event of a disputed Claim (defined in Article 1.1) between Owner and Contractor with respect to any amount or circumstance covered by any Application for Payment, Owner may withhold from the payment in question an amount not to exceed one hundred fifty percent (150%) of the disputed Claim, including without limitation amounts sufficient to reimburse Owner for its expenditures for the account of Contractor and to secure (i) correction or re-execution of Work which is defective or has not been performed in accordance with the directions Contract Documents; (ii) past due payments to Subcontractors; (iii) Owner's remedies in consequence of the TOWNany default by Contractor under this Agreement; and (iv) any costs incurred by Owner as a result of claims, through its Engineer liabilities, losses and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work damages covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient Contractor's indemnification obligations pursuant to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) of the amount of any subsequent progress payments made under the Contract may be retained, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in the Contract, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the SubcontractParagraph 17.16.

Payments to Contractor. For (a) Within the first fifteen (15) days of each calendar month, the Owner shall make partial payment to the Contractor for construction accomplished which includes cleanup during the preceding calendar month on the basis of completed Assembly Units invoiced by and in consideration certified to by the Contractor, recommended by the Engineer and approved by the Owner solely for purposes of payment. Provided, however, that such approval shall not be deemed approval of the faithful performance workmanship or materials. Only ninety-five percent (95%) of each such invoice approved during the construction of the work herein embraced project shall be paid by the Owner to the Contractor prior to completion of the Contract. Upon completion by the Contractor of the construction of the Project, the Engineer will prepare a Final Inventory of the project showing the total number of and character of Assembly Units and, after checking such Inventory with the Contractor, will certify it to the Owner, together with a certificate of the total cost of the construction performed. Upon the approval of such certificates by the Owner, the Owner shall make payment to the Contractor of all amounts to which the Contractor shall be entitled thereunder which shall not have been paid: Provided, however, that such final payment shall be made not later than ninety (90) days after the date of completion of construction of the Project, as specified in the Certificate of Completion, unless withheld because of the fault of the Contractor. For purposes of payment pursuant to this Article III, Section 1(a), "Construction Accomplished" shall not include the delivery to the Project Site of cable, wire, and conduit materials for appropriate Assembly Units. Provided, however, that payments to the Contractor for such cable, wire, and conduit materials delivered to the Project Site shall be made to the extent that the aggregate amount of all such payments shall not exceed eighty percent (80%) of the material costs, as set forth in the Contract Documentsassembly unit prices, up to a maximum $1,000,000. The payments shall be considered due and payable when placement of cable, wire, and in accordance with conduit materials begin. When the directions amount of cable, wire, and conduit materials delivered to the Project Site exceed the $1,000,000 initial payment or additional cable, wire, and conduit materials are delivered to the Project Site subsequent to the initial payment, additional payments will be made up to eighty percent (80%) of the TOWNmaterial unit prices, through its Engineer and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted only after $100,000 or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance more of the workcable, wire, and conduit materials have been incorporated into the Project. Payments made on account of such material shall be subtracted from the monthly estimates of completed Assembly Units. (b) The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and Contractor shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR be paid on the basis of a duly the number of Assembly Units actually installed at the direction of the Owner, as shown by the inventory based on the Construction Sheets and applicable construction change orders: Provided, however, that the total cost shall not exceed the maximum Contract price for the construction of the Project as computed from the Proposal, unless such excess shall have been approved in writing by the Owner. It is understood and agreed that this Contract price is dollars ($ ). (c) Notwithstanding the provisions of Section 1(a) above, the Contractor may, by giving written notice thereof to the Owner, elect to receive payment in full for any Section of the Project upon: (i) completion of construction of such Section as certified by the Engineer and approved estimate by the Owner; (ii) submission to the Owner of the work performed during releases of lien and the preceding calendar month under such Contract may include payment for material and equipment, but certificate referred to ensure in Section 2 hereof; (iii) approval by the proper performance of such Contract, the TOWN shall retain ten per cent (10%) Owner of the amount Final Inventory in respect to such Section; and (iv) submission to the Owner of each estimate until final completion and acceptance of all material, equipment and work covered the consent in writing by the Contract. An estimate surety or sureties on the Contractor's Bond to payment in full for such Section prior to Completion of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) of the amount of any subsequent progress payments made under the Contract may be retained, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in the Contract, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the SubcontractProject.

Payments to Contractor. For (A) The City shall pay, and in consideration the Contractor shall accept, as full and complete payment for the Contractor’s timely performance of its obligations hereunder, the Contract Sum of the faithful performance of the work herein embraced as price set forth in the Contract DocumentsBid, and shall constitute the Contract Price, which shall not be modified except by Change Order as provided in this contract. (B) The City shall pay the Contract Price to the Contractor in accordance with the directions procedures set forth in this Article 8. On or before the 15th day of the TOWNeach month after commencement of performance, through its Engineer and to its satisfactionbut no more frequently than one monthly, the TOWN agrees to pay Contractor may submit a Payment Request for the CONTRACTOR period ending the amount earned, computed from actual quantities 31st day of preceding the month. Said Payment Request shall be in such format and include whatever supporting information as may be required by the City. Each Payment Request shall be signed by the Contractor and shall constitute the Contractor’s representation that the quantity of work has reached the level for which payment is requested, that the work has been properly installed or performed in strict compliance with this Contract and accepted or materials furnished that the Contractor knows of no reason why payment should not be made as requested. Thereafter, the City shall review the Payment Request and may also review the work at the unit bid price in project site or elsewhere to determine whether the Bid Proposal quantity and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate quality of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail is as represented in the estimate of the work that are not approved for payment under the Payment Request and is as required by this Contract. The TOWN may withhold any City shall approve in writing the amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth which, in the written findingopinion of the City, is properly owing to the Contractor. The progress payments shall payment of the Contractor’s invoice will be paid on or before fourteen made no later than thirty (1430) days after the estimate receipt of the work is certified and approvedinvoice subject to the above. The estimate submission of weekly certified payroll reports on the U.S Department of Labor Payroll form in compliance with the Xxxxx Xxxxx Act for federally funded contracts are required. No payment will be made until such time that all certified payroll are current for the period covered by the payment request, and the city has verified that the correct wage rate and classification (RI20230001 02/03/2023) was used on the certified payroll. The Contractor shall submit progress invoices dated the last day of the work shall month. These invoices will be deemed received by the TOWN submitted on submission to any person designated by the TOWN for the submission, review or approval G702 and G703 (AIA approved) documents. (C) The City will retain a percentage of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retainedprogress or monthly payments claimed, including any securities substituted as set forth below, approved change orders. The retainage shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than remain at five percent (5%) until seventy-five percent (75%) of the Contract is complete, as determined by the City. At that time if the City decides the Contractor is making adequate progress, the City may reduce retainage to two and one half percent (2.5%) of the dollar value of all work satisfactorily complete to date, including change orders. Any further reduction in the retainage amount shall be at the City’s discretion. The retainage shall be paid by the City to the Contractor within ninety (90) days of the date the work is accepted by the City unless a dispute exists with respect to the work. (D) Upon Substantial Completion, the City may reduce the amount of any subsequent progress payments made under retainage to the Contract may be retainedfinal retainage of 1% of the dollar value of all work satisfactorily completed to date, providing the CONTRACTOR is making satisfactory progress including approved change orders plus an additional retainage based on the projectCity’s estimate of the fair value of any punch list items and the cost of completing and/or correcting such incomplete or defective items or work. As these items are completed or corrected, except that if at any time they shall be paid for out of the TOWN determines satisfactory progress retainage until Final Completion and Acceptance of Work is not being made, ten per cent declared by the City. The final (101%) retention retainage shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in the Contract, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments Contractor by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools City within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the Subcontract.ninety

Payments to Contractor. For and in consideration of the faithful performance of Partial payments will be made as the work herein embraced as set forth in the Contract Documents, and in accordance with the directions of the TOWN, through its Engineer and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished progresses at the unit bid price end of each calendar month, or as soon thereafter as practicable, on estimates made by the owners' authorized representative and as approved by the owner, provided the Contractor is performing the overall job in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutesa diligent manner. In making partial payments, after final inspection and acceptance of the work. The TOWN by mutual agreement may make progress payments there shall be retained 5 percent on contracts of less than ninety days and shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final substantial completion of all work covered by this Contract, in order to insure proper performance of the Contract. Payments, as approved by the owner's authorized representative, shall be made to the Contractor by the Owner no later than the 15th day of each calendar month for work performed the preceding month provided the Contractor submits data so required by the Owner's authorized representative to the Owner's authorized representative by the 5th day of each calendar month. The computation of quantities that will be the basis for estimates, both monthly and final, shall be made by the owner's authorized representative in accordance with methods defined in the Contract Documents. In preparing estimate data to be submitted to the owner's authorized representative, Contractor may include for consideration material properly delivered and stored on site and any preparatory work. All material and work covered by partial payments made shall thereupon become the sale property of the owner, but this provision shall not be construed as relieving the Contractor from the sole responsibility for the care and protection of materials and work upon which payments have been made or the restoration of any damaged work, or as a waiver of the right of the Owner to require the fulfillment of all of the terms of the Contract. Upon completion and acceptance of all materialthe work, equipment and work covered by the Contract. An estimate of owner's authorized representative shall issue a certificate that the work submitted shall be deemed approved has been completed and certified for payment after ten (10) days from the date of submission unless before that time the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the work that are not approved for payment accepted by him under the Contract. The TOWN may withhold any amount from conditions of this contract, and shall make and approve the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the final estimate of the work. When The entire balance found to be due the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retainedContractor, including any securities substituted retained percentages, but excepting such sums as set forth belowmay be lawfully retained by the owner, shall be paid to the CONTRACTOR Contractor. Such payment shall be conditioned, however, upon submission by the Contractor of evidence satisfactory to the Owner that all claims for labor, material and other outstanding indebtedness in connection with this Contract have been paid. If, after the work has been substantially completed, full completion thereof is materially delayed through no fault of the Contractor and the owner's authorized representative so certifies, the owner shall upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) certificate of the amount of any subsequent progress payments made under the Contract may be retainedOwner's authorized representative, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division of the Contract on which the price is stated separately in without terminating the Contract, except make payment for the balance-due for that portion of the work fully completed and accepted. The Owner's authorized representative may withhold or, on account of subsequently discovered evidence, nullify the whole or part of any estimate to such extent as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay protect the expenses owner from loss on account of: a. Defective work not remedied. b. Claims filed or reasonable evidence indicating probable filing of claims. c. Failure of Contractor to make payments promptly to subcontractors or for material or labor. d. Reasonable doubt that the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, in an amount equal to ten per cent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) of all estimates which shall Contract can be retained by the agent as a guarantee for complete performance of the Contract. In the event the TOWN accepts substitute security as described in this paragraph completed for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR shall be entitled to receive all interest or income earned by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association of any right or power to set off against either the TOWN or the CONTRACTOR in relationship to the certificates or shares assigned. In any instance where the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part of such public work shall be entitled to provide substitute security to the CONTRACTOR upon terms and conditions similar to those described above, and such security shall be in lieu of any retention under the Subcontractbalance then unpaid.

Payments to Contractor. For (a) ODR agrees to pay the Contractor for the timely and in consideration of the faithful proper performance of the work herein embraced as set forth Project Work identified in the applicable Work Order, in accordance with the provisions of the Contract Documents, and, if applicable, subject to any additions and deductions for changes as agreed upon in accordance writing and signed by both parties. (b) The Contractor shall furnish ODR with the directions a construction schedule and tabulated breakdown of the TOWNProject Work covered herein, through its Engineer and to its satisfaction, the TOWN agrees to pay the CONTRACTOR the amount earned, computed from actual quantities of work performed and accepted or materials furnished at the unit bid price in the Bid Proposal and to make such payment in accordance with applicable Arizona Revised Statutes, after final inspection and acceptance listing items of the workProject Work in sufficient detail to facilitate progress billing payment requests to be checked and verified by ODR as the Project Work progressed. The TOWN by mutual agreement may make progress payments on contracts of less than ninety days and ODR shall make monthly progress payments on all other contracts as provided for in this paragraph. Payment to approve or disapprove the CONTRACTOR on the basis of a duly certified and approved estimate of the work performed during the preceding calendar month under such Contract may include payment for material and equipment, but to ensure the proper performance of such Contract, the TOWN shall retain ten per cent (10%) of the amount of each estimate until final completion and acceptance of all material, equipment and work covered by the Contract. An estimate of the work submitted shall be deemed approved and certified for payment after billing breakdown within ten (10) days from of its receipt of completed invoice with all required supporting backup. If all required back up is not provided with the date of submission unless before that time billing breakdown, only the TOWN or TOWN’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate portion of the work invoice with sufficient billing breakdown will be paid. (c) Provided Contractor's rate of progress and general performance are satisfactory to ODR, and provided that are not approved for payment under the Contract. The TOWN may withhold any amount from the progress payment sufficient to pay the expenses the TOWN reasonably expects to incur Contractor is in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before fourteen (14) days after the estimate of the work is certified full compliance with each and approved. The estimate of the work shall be deemed received by the TOWN on submission to any person designated by the TOWN for the submission, review or approval of the estimate of the work. When the Contract is fifty per cent (50%) completed, one-half (1/2) of the amount retained, including any securities substituted as set forth below, shall be paid to the CONTRACTOR upon the CONTRACTOR’s request, provided the CONTRACTOR is making satisfactory progress on the Contract and there is no specific cause or claim requiring a greater amount to be retained. After the Contract is fifty per cent (50%) completed, no more than five percent (5%) of the amount of any subsequent progress payments made under the Contract may be retained, providing the CONTRACTOR is making satisfactory progress on the project, except that if at any time the TOWN determines satisfactory progress is not being made, ten per cent (10%) retention shall be reinstated for all progress payments made under the Contract subsequent to the determination. Upon completion and acceptance of each separate building, public work or other division every provision of the Contract on which the price is stated separately in the ContractDocuments, except as qualified below, payment may be made in full, including retained percentages thereon, less authorized deductions. In preparing estimates, the material and equipment delivered on the site to be incorporated in the job shall be taken into consideration in determining the estimated value by the Architect or Engineer. Ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) if of all estimates shall be retained by the TOWN as a guarantee for complete performance of the Contract, to be paid ODR will make partial payments to the CONTRACTOR within sixty (60) days after completion or filing notice of completion of the Contract. Retention of payments by the TOWN longer than sixty (60) days after final completion and acceptance requires a specific written finding by the TOWN of the reasons justifying the delay in payment. The TOWN may not retain any moneys after sixty (60) days which are in excess of the amount necessary to pay the expenses the purchasing agency reasonably expects to incur in order to pay or discharge the expenses determined by the TOWN in the finding justifying the retention of moneys. In lieu of the retention provided in this section, the TOWN shall, at the option of the CONTRACTOR, accept as a substitute an assignment of time certificates of deposit of banks licensed by this State, securities of or guaranteed by the United States of America, securities of this State, securities of counties, municipalities and schools within this State, or shares of savings and loan institutions authorized to transact business in this State, Contractor in an amount equal to ten per cent (10%) (or ninety- five percent (595%) of the CONTRACTOR is making satisfactory progresssubmitted progress billing; however, as a condition precedent to the obligation of ODR to make said payments, the following provisions must be met: 1. Contractor shall submit its request for progress payment conforming to the tabulated breakdown and schedule of values attached therewith referenced in subparagraph (b) above and representing a true and accurate reflection of all estimates which the Work completed during the immediately preceding month or such other immediately preceding period as directed by ODR. Said progress billing request shall be retained in duplicate copies, and on the form attached hereto and made a part hereof as Exhibit "B". The request must reach ODR's local office not later than the 20th day of each month, in order to be considered timely. Untimely xxxxxxxx shall be processed in the next payment. 2. The Contractor's Affidavit and Waiver of Lien form included herein as Exhibit "C" must be properly executed by an authorized representative of Contractor. 3. ODR shall have been paid by the agent as a guarantee for complete performance Owner. (d) No partial payment, or certificate therefor, shall constitute acceptance or approval by ODR of any of the ContractProject Work or material for which the progress payment is made. In the event the TOWN accepts substitute security as described in this paragraph for the ten percent (10%) (or five percent (5%) the CONTRACTOR is making satisfactory progress) retention, the CONTRACTOR No progress payment shall be entitled to receive all interest or income earned constitute a wavier by such security as it accrues and all such security in lieu of retention shall be returned to the CONTRACTOR by the TOWN within sixty (60) days after final completion and acceptance of all material, equipment and work covered by the Contract if the CONTRACTOR has furnished the TOWN satisfactory receipts for all labor and material billed and waivers of liens from any and all persons holding claims against the work. In no event shall the agent accept a time certificate of deposit of a bank or shares of a savings and loan institution in lieu of the retention specified unless accompanied by a signed and acknowledged waiver of the bank or savings and loan association ODR of any right to require fulfillment of all the terms of the Contract Documents. Neither the final payment nor any partial payment, nor any certificate for either, shall constitute acceptance by ODR of defective work or power improper materials or if any element of Contractor's performance is determined to set off against either be at variance with the TOWN or Contract Documents. (e) Final payment, inclusive of retention, shall be made within thirty (30) days of completion of the CONTRACTOR in relationship entire Project Work, acceptance of the same by the Owner, and as a condition precedent, receipt of final payment by ODR from the Owner. (f) Payments otherwise due to the certificates Contractor may be withheld by ODR on account of defective work performed by the Contractor and not remedied, claims filed by third parties arising out of the Contractor's work, or shares assigned. In any instance where upon the TOWN has accepted substitute security as provided above, any Subcontractor undertaking to perform any part presentation of reasonable evidence indicating the probability of the filing of such public claims, failure of the Contractor to make payments to its subcontractors or materialmen for work shall done or material furnished, or a reasonable doubt that the Project Work can be entitled completed for the balance then owing the Contractor. (g) Without prejudice to provide substitute security any other rights specified herein or given to ODR by operation of law, ODR specifically reserves the right to write joint checks to Contractor and its material suppliers and/or subcontractors, if in ODR’s judgment it is necessary to do so in order to insure payment to the CONTRACTOR upon terms materialmen and/or subcontractors. Additionally, it is specifically agreed that ODR possesses the right of setoff relative to any monies due and conditions similar to those described aboveowing ODR by the Contractor, and such security shall be in lieu of any retention under the Subcontractfrom whatever source.