Common use of Progress Payments Clause in Contracts

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, On or before the 20th day of each calendar month the Contractor shall submit forward to Project the Construction Manager, for their review and its approval, a schedule written statement in draft showing the amount due or to become due and including anticipated Work through the last day of values based upon that calendar month. Contractor shall finalize and submit its application for payment (each a "requisition") within the Contract Price, listing time directed by the major elements Contractor and shall attach to each such requisition an acknowledgment of payment to the date of the last advance, a partial waiver and release of liens and claims, as well as a statement of any back charges and credits to which the Owner is entitled, a sworn statement of any claim for charges or extras due to the Contractor, such claim not to be valid unless made at the time and in the manner aforesaid, a sworn statement setting forth all amounts, if any, owed by Contractor to its subcontractors and suppliers, and a Schedule of Values showing the percentages of the various divisions of Work completed, including values for materials and the dollar value for each elementlabor. After its approval by the Project Manager, this schedule of values All requisitions shall be used as the basis for the made on and in compliance with Construction Manager’s standard form of Contractor's monthly Applications for Payment. This schedule shall be updated requisition and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Ownerterms thereof, including the submission of sworn statements from Contractor's satisfactionsubcontractors and vendors. Thereafter, Provided that the Contractor fully complies with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Paymentobligations under this Clause 36(a), the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to Owner, on or about the Project Manager or his or her designee, as directed by Owner (which designee may include final day of the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professionalfollowing calendar month, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment remit to the Contractor indicating90% of the amount so requisitioned by the Contractor in the month prior to the month of payment and as approved by the Owner. In addition to retainage of 10%, the Owner shall also retain a sum sufficient, in writingits opinion, to complete the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid Work in accordance with Section 218.735,the terms of this Agreement. Moreover, in each instance of requisition prior to completion, the Contractor shall certify to the Construction Manager that the cost of the Work remaining to be done under this Agreement does not exceed 90% of the balance of the Contract Price unpaid. In no event will the Owner be required to pay in excess of 90% of the Contract Price prior to the completion of all the Work the Contractor is obligated to perform under this Agreement.

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: : (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 Prior 11.1.1 Subject to submitting its first monthly Application for Paymentthe provisions of this Article, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing expressed as the major Fixed Cost portion of the Contract Price as set forth on Exhibit D – Payment Schedule, shall be payable to the Vendor by Owner in monthly progress payments, for (a) Scope of Work completed by Vendor, and (b) equipment and materials delivered to Owner in accordance with the delivery terms and conditions set forth herein. Title to all equipment and materials (or part thereof) to be delivered to Owner shall pass to Owner upon the later of: (a) delivery by Vendor to the Site, or the scheduled delivery date(s) for such equipment or materials, as set forth in Exhibit G – Work Schedule, whichever is earlier; or (b) payment in full with respect to such equipment and materials (or part thereof). Notwithstanding this passage of title, Vendor must at all times prior to delivery to Owner take all commercially reasonable steps to protect and preserve the condition of all equipment, materials and products, and/or used in furtherance of Vendor’s Scope of Work. All monthly progress payments shall be credited against the Contract Price. On or before the fifth (5) Day following the last day of each Pay Period Vendor shall submit to Owner an itemized Application for Payment (each an “Application for Payment”) and a Progress Report substantiating Vendor’s right to payment for work performed during the prior Pay Period. Such application shall have partial conditional and unconditional lien waivers from Vendor and as required in Section 3.4.4 with respect to Vendor’s subcontractors and suppliers in the forms set forth in Exhibit K-1 and K-2 waiving pro tanto Vendor’s rights to file liens for all work performed and materials furnished for the payment application submitted and for all such work and material for which payment has previously been made. Applications for Payment shall include a Progress Report as of the end of the period covered by the Application for Payment. The Application for Payment shall constitute Vendor’s representation that the work has been performed consistent with the Contract Documents and has progressed to the point indicated in the Application for Payment. Owner and Vendor agree that the Exhibit D is a reasonable representation of the value of the various elements and stages of the work and of the Work Schedule upon which Vendor will request payments from Owner in respect of elements of the work as it progresses assuming timely achievement of the Work and Schedule set forth in Exhibit G. * Confidential Treatment Requested 11.1.2 As part of the dollar value for each elementContract Price, Owner shall pay Vendor, within five (5) business days following issuance of the NTP, an advance fee of [*] of the Fixed Portion of the Contract Price or [*] or in the event Owner has issued one or more LNTPs, [*] of the remaining amount of the Contract Price to be paid to Vendor, whichever is less (the “Advance Fee”). After its approval by the Project ManagerThe payment made under this subsection 11.1.2 shall not be subject to retainage, this schedule of values but shall be used applied toward and credited against the Contract Price when paid. 11.1.3 Exhibit D sets forth the payment schedule for Vendor’s Scope of Work. The payment schedule serves as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy progress payments made to Vendor throughout its performance of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bondswork. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 A. In accordance with the terms of an issued Work Release and this Master Subcontract Agreement, Jamail & Xxxxx Construction LP promises to pay Subcontractor for full, accurate and timely performance of all Work, in accordance herewith and as specified on the Work Release. Prior to submitting its submission of Subcontractor’s first monthly Application for PaymentMonthly Payment Request, Contractor shall submit may require Subcontractor to Project Managersubmit, for their review and Contractor’s approval, a schedule of values based upon the Contract Price, payment request breakdown form listing the major elements amounts of the Work Release and the dollar value for each elementof each. After its approval by the Project ManagerThis form, this schedule of values if required, shall be used as completed by Subcontractor each month to show the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated proportionate amount of each element completed to date and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and to Contractor attached to the Agreement Payment Request Form (Exhibit B). B. Unless otherwise provided in the Work Release, Subcontractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Subcontractor shall submit its monthly payment request on or before the 20th day of the month. Monthly Payment Requests shall include an invoice in the form provided herein as Exhibit D. 4.2 Prior to submitting its first monthly Application B on the Subcontractor’s letterhead, Conditional Release of Lien Waiver (Exhibit F.1), and Affidavit and Xxxx of Sale for PaymentStored materials (Exhibit G), Contractor if required. Upon request, Subcontractor shall provide an Unconditional Release of Lien Waiver on a state approved form for all prior payments received. Invoices received after this date will be considered as the next succeeding month‘s business. The Subcontractor will provide a breakdown of Labor and Materials. The Subcontractor will provide lien waivers (releases) on state approved forms from any and all subcontractors and suppliers to show evidence that all accounts pertaining to the Project Manager have been paid in full. If such lien waivers (releases) are not provided, Subcontractor will accept joint checks payable to the list subcontractor and any sub-subcontractors and/or suppliers who have performed work or provided materials for the Project in return for lien releases. All invoices submitted by the subcontractor shall be divided to show material and labor charges for the period invoiced. C. Contractor shall retain not less than 10 % of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar gross amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list Monthly Payment Request or 10% of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application so much thereof as is approved for Payment payment, whichever is less; such sum shall be submitted no earlier than accumulated and not be released to Subcontractor until thirty (30) days after completion of the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretionProject. D. Provided there has been no breach or default under this Master Subcontract Agreement, Contractor may submit its invoice for any required Payment and Performance Bonds prior to shall make payment on the first Application of Payment provided that Contractor has furnished Owner certified copies latter of the receipts evidencing following dates: 1. On or before the premium paid 20th day of the following month: 2. Within five days of receipt of like payment from Owner: 3. Within five days of Subcontractor curing any breach of contract, including but not limited to having been notified of failure to perform pursuant to Article 17, notification of intent to file liens or other claims and or the filing of such liens or other claims by Contractor for the sub-subcontractors and suppliers of Subcontractor, failure to provide required insurance and bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed failure to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,the terms of this Agreement. Partial Lien Waivers (Exhibit F.1 or F.3) from each Subcontractor’s subcontractors and suppliers shall constitute satisfactory evidence that all accounts have been paid in full. 4. Subcontractor agrees to submit all close-out documents to Contractor prior to invoicing 75% complete or as documents become available as to not hinder Contractors close-out process. Contractor is not obligated to release retainage until Subcontractor has submitted all required close-out documentation pertaining to Subcontractor's scope of work; including all warranties, owner manuals, releases and any other documentation required to close out the project completely. If Subcontractor fails to supply sufficient documentation to allow the Contractor to close out the project with the Owner, Subcontractor shall be liable for all such damages associated with their failure to do so. Notwithstanding the foregoing, Subcontractor agrees that Contractor shall never be obligated to pay Subcontractor under any circumstances, unless and until funds are received by Contractor in full, less any applicable retainage, covering the work and materials for which Subcontractor has submitted a payment request. Owner’s payment to Contractor shall be a condition precedent to Contractor’s obligation to pay the Subcontractor and Subcontractor’s right to receive payment. This paragraph shall not be construed as a time of payment clause. Subcontractor hereby acknowledges that it is assuming the risk of non-payment by the Owner. This condition precedent also applies to Contractor’s obligation to pay change orders, retainage or final payment , if any, and Contractor’s exercise of a right of offset shall not be a breach of any payment provision hereof, and shall not be construed as being a violation of the Texas Trust Fund Statutes. Contractor shall never be obligated to pay retainage to Subcontractor until Contractor has received all of Contractor’s retainage in full. This paragraph supersedes all other provisions of this Agreement, and any conflicting language shall be modified or deemed to be consistent herewith. E. Monthly progress payments to Subcontractor shall in no way imply approval of Subcontractor’s Work. F. The Subcontractor may be paid for materials stored on the jobsite, in a bonded warehouse, or at the Subcontractor’s facilities, provided such payments are in accordance with the terms of the Prime Contract. In such cases insurance shall be provided with Contractor and Owner’s names on the policy. Subcontractor shall furnish detailed inventory, including invoices, for all stored materials which Subcontractor has requested payment (Exhibit G). Payment for stored materials shall not include any profit or overhead. G. Subcontractor acknowledges and agrees that its failure to make timely payments to its subcontractors, laborers, material, men and suppliers shall constitute a material breach of this Agreement. Subcontractor further acknowledges that the receipt of claims or liens by General Contractor or General Contractor’s surety, or Owner from Suppliers and Sub-subcontractors causes unspecified administrative costs and reputation damages to General Contractor. Subcontractor agrees that it will take every measure necessary to eliminate Supplier and Sub-subcontractor claims, and as a liquidated damage, agrees to have its Subcontract or Work Release price reduced by $100 for each claim or lien received by General Contractor, Owner, or General Contractor’s Surety relating to Subcontractor’s accounts.

Progress Payments. 4.1 Prior 11.1.1 Subject to submitting its first monthly Application for Paymentthe provisions of this Article, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing expressed as the major Fixed Cost portion of the Contract Price as set forth on Exhibit D – Payment Schedule, shall be payable to the Vendor by Owner in monthly progress payments, for (a) Scope of Work completed by Vendor, and (b) equipment and materials delivered to Owner in accordance with the delivery terms and conditions set forth herein. Title to all equipment and materials (or part thereof) to be delivered to Owner shall pass to Owner upon the later of: (a) delivery by Vendor to the Site, or the scheduled delivery date(s) for such equipment or materials, as set forth in Exhibit G – Work Schedule, whichever is earlier; or (b) payment in full with respect to such equipment and materials (or part thereof). Notwithstanding this passage of title, Vendor must at all times prior to delivery to Owner take all commercially reasonable steps to protect and preserve the condition of all equipment, materials and products, and/or used in furtherance of Vendor’s Scope of Work. All monthly progress payments shall be credited against the Contract Price. On or before the fifth (5) Day following the last day of each Pay Period Vendor shall submit to Owner an itemized Application for Payment (each an “Application for Payment”) and a Progress Report substantiating Vendor’s right to payment for work performed during the prior Pay Period. Such application shall have partial conditional and unconditional lien waivers from Vendor and as required in Section 3.4.4 with respect to Vendor’s subcontractors and suppliers in the forms set forth in Exhibit K-1 and K-2 waiving pro tanto Vendor’s rights to file liens for all work performed and materials furnished for the payment application submitted and for all such work and material for which payment has previously been made. Applications for Payment shall include a Progress Report as of the end of the period covered by the Application for Payment. The Application for Payment shall constitute Vendor’s representation that the work has been performed consistent with the Contract Documents and has progressed to the point indicated in the Application for Payment. Owner and Vendor agree that the Exhibit D is a reasonable representation of the value of the various elements and stages of the work and of the Work Schedule upon which Vendor will request payments from Owner in respect of elements of the work as it progresses assuming timely achievement of the Work and Schedule set forth in Exhibit G. 11.1.2 As part of the dollar value for each elementContract Price, Owner shall pay Vendor, within five (5) business days following issuance of the NTP, an advance fee of [*] of the Fixed Portion of the Contract Price or [*] or in the event Owner has issued one or more LNTPs, [*] of the remaining amount of the Contract Price to be paid to Vendor, whichever is less (the “Advance Fee”). After its approval by the Project ManagerThe payment made under this subsection 11.1.2 shall not be subject to retainage, this schedule of values but shall be used applied toward and credited against the Contract Price when paid. 11.1.3 Exhibit D sets forth the payment schedule for Vendor’s Scope of Work. The payment schedule serves as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy progress payments made to Vendor throughout its performance of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bondswork. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 Prior 11.1.1 Subject to submitting the provisions of this Article, the Contract Price, expressed as amounts and percentages of the Contract Price set forth in Exhibit B, shall be payable to the Vendor by Bechtel in monthly progress payments, for (a) the Scope of Work completed by Vendor, and (b) Equipment delivered to Bechtel in accordance with the delivery terms and conditions set forth in Exhibit A. Title to Equipment to be delivered to Bechtel shall pass to Bechtel upon Delivery to Bechtel. Vendor shall make reasonable commercial efforts in orders with its suppliers to have title to Equipment pass to Vendor upon identification of equipment and materials purchased by Vendor for the Project but in no event later than Delivery to Vendor or to Bechtel if Delivery is directly to Bechtel. Notwithstanding this passage of title, Vendor must at all times prior to Delivery to Bechtel take all commercially reasonable steps to protect and preserve the condition of all equipment, materials and products, and/or used in furtherance of Vendor’s Scope of Work. All monthly progress payments and any Grant Progress Payment shall be credited against the Contract Price. On or before the first (1st) Day of each month, Vendor shall submit to Bechtel an itemized Application for Payment (each an “Application for Payment”), in the form set forth in Exhibit D, along with a fully completed Form of Progress Report as set in Exhibit C, substantiating the Vendor’s right to payment. Such application shall have partial conditional and unconditional lien waivers in the form set forth in Exhibit I from Vendor waiving pro tanto all Vendor Responsible Party rights to file liens for all work performed and materials furnished for the payment application submitted and for all such work and material for which payment has previously been made. Applications for Payment shall indicate the percentage of completion of each portion of the Scope of Work as of the end of the period covered by the Application for Payment. The Application for Payment shall constitute Vendor’s representation that the work has been performed consistent with the Contract Documents and has progressed to the point indicated in the Application for Payment. Bechtel and Vendor agree that Exhibit B is a reasonable representation of the value of the various elements and stages of the work and of the schedule upon which Vendor will request payments from Bechtel in respect of elements of the work as it progresses assuming timely achievement of the milestones set forth in Exhibit E. 11.1.2 As part of the Contract Price, Bechtel shall pay Vendor, within five (5) business days following issuance of the NTP and receipt of the parent company guarantee specified in Section 21.3, an advance fee of [*] of the Contract Price (the “Advance Fee”). The payment made under this Section 11.1.2 shall not be subject to retainage, but shall be applied toward and credited against the Contract Price (and noted on the Exhibit B Payment Schedule as an Advance Fee line item). Any Grant Progress Payment Bechtel pays to Vendor will be credited against the Contract Price and noted on the Exhibit B Payment Schedule as an Advance Fee line item. 11.1.3 Exhibit B sets forth the Payment Schedule for Vendors’ Scope of Work. The Payment Schedule serves as the basis for monthly progress payments made to Vendor throughout its performance of the work. * Confidential Treatment Requested 11.1.4 To the extent that Bechtel agrees that the payment being requested and the portion of the work performed during the previous Pay Period has been substantiated against the Work Schedule set forth in Exhibit E and the Payment Schedule set forth in Exhibit B, then within thirty-five (35) Days after the receipt of each properly submitted Application for Payment (provided any application received prior the first (1st) Day of the month shall be deemed received on the first (1st) Day of the month) for such payment as set forth in Exhibit B, Bechtel shall pay Vendor all amounts properly due, but in each case less the total of payments previously made, and less amounts properly withheld under this Agreement. Applications for Payment shall be deemed certified and accepted by Bechtel twenty-five (25) Days after receipt unless Bechtel provides Vendor with written notice and details of items not accepted or approved within such twenty-five (25) Day period. If Bechtel determines that Vendor is not entitled to all or part of an Application for Payment, Contractor it will notify Vendor in writing within twenty-five (25) Days after receipt of Application for Payment. The notice shall submit indicate the specific amounts Bechtel intends to Project Managerwithhold, for their review the reasons and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the contractual basis for the Contractor's monthly Applications for Paymentwithholding, and the specific measures Vendor must take to rectify Xxxxxxx’x concerns. This schedule Vendor and Bechtel will attempt to resolve Xxxxxxx’x concerns prior to the date payment is due. If the Parties cannot resolve such concerns, each Party may pursue its rights under the Contract Documents. Notwithstanding anything to the contrary in the Contract Documents, Bechtel shall be updated and submitted each month along with a completed copy of the pay Vendor all undisputed amounts in an Application for Payment form signed within the times required by this Agreement. 11.1.5 Notwithstanding anything to the contrary in (a) Sections 11.1.2, 11.1.4 or 11.2 relating to payments by Bechtel to Vendor or (b) payments arising under Article 14 or (c) payments that may be due as a result of a Vendor suspension or termination under Sections 16.3, 16.4 or 16.5, it is expressly agreed by the Contractor's authorized representative and attached to the Agreement Parties that Bechtel will make payments as Exhibit D. 4.2 Prior to submitting its first monthly Application for Paymentdescribed under (a), Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30b) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall eitherc) above [*]: (i) such payments are due Vendor as a result of (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid suspension in accordance with Section 218.735,16.1 or a delayed issuance of the Notice to Proceed pursuant to Section 21.14.1, which are not as a result of a suspension or delay [*] or (2) an uncured breach of this Agreement by Bechtel which is not the result of non-payment [*] of amounts due Vendor [*]; (ii) Bechtel fails to make payments of amounts [*] on account of Vendor’s Scope of Work and due Vendor hereunder; or (iii) [*] provided that in either case, such withholding is not caused by any unexcused act or omission of Vendor and, provided further, [*] [*]. 11.1.6 Until Final Delivery Completion, Bechtel will retain [*] of each payment, excluding the Advance Fee. Upon Final Delivery Completion of the Scope of * Confidential Treatment Requested Work pursuant to Section 7.4, Bechtel shall release to Vendor all retained amounts or return the letter of credit provided pursuant to the next sentence relating to the Scope of Work. At Vendor’s option, a letter of credit acceptable to Bechtel may be substituted for any amounts retained pursuant to this Section 11.1.6. 11.1.7 Notwithstanding anything provided in Section 11.1.1, Bechtel, as directed under the terms of the E&C Contract, may elect to make an extraordinary progress payment (the “Grant Progress Payment”) by December 31, 2010. The Grant Progress Payment will be an amount that Owner determines to be necessary to enable the Owner to begin construction of the Project within the meaning of Section 1603 of the American Recovery and Reinvestment Tax Act of 2009 and communicates to Bechtel. If Bechtel makes a Grant Progress Payment, then the Parties will adjust the amounts of each subsequent monthly progress payment as set forth in Exhibit B, as necessary. If Owner gives Bechtel written notice that it elects to make a Grant Progress Payment, then within five (5) Days after receipt of the notice, Bechtel will notify Vendor in writing (the “Xxxxxxx Xxxxx Notice”) that Bechtel intends to make a Grant Progress Payment by December 31, 2010. Within five (5) Days of receipt of the Xxxxxxx Xxxxx Notice, but in no case later than December 19, 2010, Vendor will notify Bechtel in writing via email and via an expedited delivery service (the “Vendor Grant Notice”) of the value of the Equipment and Services, by line-item, that Vendor has provided and expects to provide to Bechtel (i) from the date of the previous Application for Payment through December 31, 2010 and (ii) from January 1, 2011 through April 15, 2011. The Vendor Grant Notice also will detail the amount by which Vendor is able to increase the Equipment and Services that it will provide to Bechtel (i) from the date of the Vendor Grant Notice through December 31, 2010 and (ii) from January 1, 2011 through April 15, 2011. Within five (5) Days, after Bechtel receives the Vendor Grant Notice, Bechtel will notify Vendor in writing (the “Grant Progress Payment Acceleration Notice”) of the amount of the Grant Progress Payment and any acceleration of the execution of the Scope of Work that is necessary. Vendor will take all reasonable actions and provide all information necessary to implement such acceleration. Notwithstanding anything in Section 11.1.1, Vendor will provide lien waivers similar to those in Exhibit I to Bechtel no later than the receipt of the Grant Progress Payment waiving pro tanto all Vendor Responsible Party rights to file liens for all work performed and materials furnished with respect to the Grant Progress Payment.

Progress Payments. 4.1 Prior At least ten (10) days prior to submitting its first the monthly Application for Payment, the Contractor shall submit to the Project Manager, for their review and approval, Manager a final schedule of values based upon and “cash flow projection” that establishes the projected date for the construction/installation for all activities of the Work shown on the accepted schedule, including quantities and unit prices totaling to the Contract Price, listing . The Schedule of Values shall be satisfactory in form and substance to the major elements of Project Manager and shall subdivide the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used into component parts in sufficient detail to serve as the basis for measuring quantities in place and calculating amounts for the Contractor's ’s monthly Applications for Paymentprogress payments during construction. This schedule Further, it shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager include the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. Unsupported or unreasonable allocation of the Contract Price to any one activity shall be justification for rejection of the Schedule of Values. The Contractor shall not submit an unbalanced schedule of values which provides for overpayment to the Contractor on activities that would be performed first. The schedule of values shall be revised and resubmitted until acceptable to the Project Manager. Once the schedule has been accepted by the Project Manager, the Owner reserves the right (at its option) throughout the Contract to require that the Contractor honor a particular price contained in the schedule of values, if the activity pertaining to it is being deleted or modified. Upon approval of the schedule of values by the Project Manager, it shall be incorporated into the form of Application for Payment attached to the Agreement as Exhibit D and shall be used as the basis for the Contractor’s monthly Applications for Payment. The schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor’s authorized representative. 4.2 The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date, and monthly thereafter, but not more often than once a month or prior to substantial completion being met. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been location agreed to by the Owner in writing, the Application for Payment shall also shall be accompanied by a xxxx bill of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record form attached hereto and made a part hereof as Exhibit D.D-3. 4.4 The cash flow projection shall be a fixed monthly projection of the value of Work in place. If the actual cash flow (represented by the Application for Payment) for any month is less than eighty- five percent (85%) of the projected amount for that month (as established by the Contractor in the cash flow projection form it submits), then the Contractor may be barred from bidding other County projects until the value of Work in place is corrected and within ninety-five (95%) of the projected value. (See attached Exhibit D-4, Cash Flow Projection form). 4.5 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After Within twenty (20) business days after the date of each Application for Payment is stamped as received received, and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: : (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons thereforetherefor; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,, F.S. and the terms of the Contract Documents. 4.6 In the event of a total denial by Owner and return of the Application for Payment by the Project Manager, the Contractor may make the necessary corrections and re-submit the Application for Payment. The Owner shall, within ten (10) business days after the Application for Payment is stamped and received and after Project Manager approval of an Application for Payment, pay the Contractor the amounts so approved. 4.7 Owner shall withhold retainage on the gross amount of each monthly progress payment in the amount of five percent (5%), as permitted by Section 255.078, Florida Statutes. The foregoing does not prohibit Owner from withholding retainage at a rate less than five percent (5%) of each monthly progress payment as otherwise allowable under Section 255.078, Florida Statutes. Any reduction in retainage below the maximum amount set forth in Section 255.078, Florida Statutes shall be at the sole discretion of the Owner. Such retainage shall be accumulated and not released to Contractor until final payment is due unless otherwise agreed to by the Owner in accordance with Florida Statute 255.078. Any interest earned on retainage shall accrue to the benefit of the Owner. 4.8 Monthly payments to Contractor shall in no way imply approval or acceptance of Contractor's Work. 4.9 Each Application for Payment, subsequent to the first pay application, shall be accompanied by a Release and Affidavit, in the form attached as Exhibit C, acknowledging Contractor’s receipt of payment in full for all materials, labor, equipment and other bills that are then due and payable by Owner with respect to the current Application for Payment. Further, to the extent directed by Owner and in Owner’s sole discretion, Contractor shall also submit a Release and Affidavit from each Subcontractor, sub-subcontractor, or supplier in the form attached as Exhibit C acknowledging that each Subcontractor, sub-subcontractor, or supplier has been paid in full through the previous month’s Application for Payment. The Owner shall not be required to make payment until and unless these affidavits are furnished by Contractor. 4.10 Contractor agrees and understands that funding limitations exist and that the expenditure of funds must be spread over the duration of the Project at regular intervals based on the Contract Amount and Progress Schedule. Accordingly, prior to submitting its first monthly Application for Payment, Contractor shall prepare and submit for Project Manager's review and approval, a detailed Cash Flow Projection, which shall be updated as necessary and approved by Owner to reflect approved adjustments to the Contract Amount and Contract Time. No voluntary acceleration or early completion of the Work shall modify the time of payments to Contractor as set forth in Exhibit D-4, Cash Flow Projection. 4.11 Notwithstanding anything in the Contract Documents to the contrary, Contractor acknowledges and agrees that in the event of a dispute concerning payments for Work performed under this Agreement, Contractor shall continue to perform the Work required of it under this Agreement pending resolution of the dispute provided that Owner continues to pay Contractor all amounts that Owner does not dispute are due and payable. 4.12 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of “laches” as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4.13 The Owner may, at its discretion, use VISA/MASTER card credit network as a payment vehicle for goods and/or services purchased as a part of this contract. The Owner may not accept any additional surcharges (credit card transaction fees) as a result of using the Owner’s credit card for transactions relating to this agreement.

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx bill of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: : (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 Prior Contractor agrees to submitting its first pay Subcontractor for the performance of the Work, as specified in each Subcontract Agreement Rider, a sum which includes all applicable taxes, subject to additions and deductions for changes agreed upon or otherwise determined as hereinafter provided. 4.2 Unless otherwise modified in the Subcontract Agreement Rider, progress payments will be made to Subcontractor in an amount equal to 90 percent of the value of the Work in place, computed on the basis of the price set forth in the Subcontract Agreement Rider, as approved by Contractor and Owner, of the Work performed hereunder, less the aggregate of previous payments. If the Contract Documents allow Contractor progress payments for stored materials, progress payments shall also be due Subcontractor in the amount equal to 90 percent of the value of said stored materials which have been approved by Contractor and Owner. Contractor will endeavor to pay Subcontractor for work performed within the lesser of fourteen (14) business days of being paid by the Owner or within sixty (30) days of the end of the month in which work was performed or materials were supplied, provided, however, that the Owner is not withholding payment due to disputes, inequities, or non-performance of the Subcontractor and Subcontractor’s requisition was provided timely and in accordance with this article. Should payments not be received according to the terms of this article, Subcontractor is within his rights to remove all manpower and equipment from the project until payment is made in full on all outstanding invoices. Subcontractor may pursue any and all mechanic’s lien options to protect his payment rights. 4.3 Subcontractor shall submit for Contractor approval within fifteen (15) days of executing a Subcontract Agreement Rider a complete itemized breakdown (Schedule of Values) of the Subcontract price (showing the amount included therein in each principal category of Work) and which breakdown shall be the basis for establishing value of Work completed for each monthly progress payment. To the fullest extent practical, the values shall be supported by subcontracts and purchase orders of the Subcontractor and shall provide all supporting data reasonably requested by Contractor. Each Change Order which increases or decreases the Subcontract Agreement Rider amount shall be accounted for as a separate line item on the Schedule of Values. Each Application for PaymentPayment shall report the status of each Change Order in addition to the original Schedule of Values. Subcontractor shall also submit a listing of sub-subcontractors, suppliers, and other vendors with amounts that it will use on a project. Subcontractor shall also provide a breakdown of the labor hours needed for each of the Subcontractor’s activities for use by the Contractor in scheduling the project. In the event Contractor disapproves of said breakdown, Contractor shall submit to Project Managerestablish a reasonable breakdown, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values which shall be used serve as the basis for the partial payments. Subcontractor’s Initials ___________ Contractor's monthly Applications ’s Initials__________ 4.4 Requests for Payment. This schedule progress payments shall be updated on Contractor provided forms and submitted each must be received by Contractor no later than the 20th day of the month along with for work projected through the last day of the current month. Should the 20th day not occur on a completed copy business day, Subcontractor’s applications for payment are due the preceding business day. Subcontractor shall submit, upon Contractor’s demand, proof of payment for labor, material and services used by Subcontractor and previously paid for by Contractor before any payment is due; and, Subcontractor shall submit to Contractor monthly releases of liens (either conditional, unconditional, or both) for prior payments, including monthly releases of liens from Subcontractor’s subcontractors and suppliers, before any payment is due. Subcontractor shall furnish all trade and business permits, guarantees, warranties, operation and maintenance manuals, as-builts, and other documents required in the Contract Documents for Subcontractor’s Work, including complete and final release of liens, as a condition for final payment. 4.5 In the event the Subcontractor does not submit to the Contractor such Application for Payment by the 20th of the month, Contractor may at its option, either: (i) include the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly next Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3ii) return the include in its Application for Payment to Owner for Work performed during the month such amount as it may deem proper for the work of the Subcontractor for the month and the Subcontractor agrees to accept such approved portion thereof in lieu of any monthly payment based upon Subcontractor’s estimate. 4.6 Subcontractor shall insure that all its employees, subcontractors and suppliers, at all times, and are paid all amounts due in connection with the performance of the Subcontract Agreement Rider. After the first progress payment hereunder, Contractor shall have the right to withhold all or any portion of any progress payments until Subcontractor submits evidence satisfactory to Contractor that all amounts owed in connection with performance of a Subcontract Agreement Rider have been paid through the date of the latest invoice paid by the Contractor indicatingto the Subcontractor, with the exception of any unpaid items, unapproved change orders and retention paid. Further, Subcontractor agrees that Contractor, after its receipt of written demand for payment from creditors of Subcontractor, notice to Subcontractor, and Subcontractor’s failure to cure same within five (5) business days thereafter, may pay all persons who have not been paid, and that such amounts paid on behalf of Subcontractor shall be deducted from any progress or final payment(s) due to Subcontractor. 4.7 Contractor may deduct from any amounts due or to become due to Subcontractor any sum or sums owed by Subcontractor to Contractor on any project or under any Subcontract Agreement Rider; and, in writingthe event of any breach by Subcontractor of any provision or obligation of this Master Subcontract Agreement or Subcontract Agreement Rider, or in the event of the assertion by other parties of any claim or lien against Contractor, its surety, Owner or the premises arising out of Subcontractor’s performance of this Master Subcontract Agreement or any Subcontractor Agreement Rider, Contractor shall have the right to retain out of any payments due or to become due to Subcontractor up to 150% of the amount sufficient to fully protect Contractor and Owner from any and all loss, damage or expense therefrom, until the situation has been satisfactorily remedied or adjusted by Subcontractor. Appropriate adjustments to withholdings shall be made when the exact amounts owed hereunder are determined. 4.8 No progress payment to Subcontractor shall operate as approval or acceptance of the Work furnished hereunder, in whole or in part. Progress payments are precedent upon the proper and approved receipt of Certificate of Insurance for the project, Payment and Performance Bonds, if required, properly executed Master Subcontract Agreement and properly executed Subcontract Agreement Rider, and partial/final release of liens. A non-refundable charge of $250.00 per joint check agreement will be assessed to Subcontractors requiring joint payment. 4.9 In the event that Contractor makes payments to Subcontractor without receipt of or demand for proof of payment by Subcontractor, releases of liens, or the satisfaction of any other condition precedent to payment, it is agreed that any such circumstance shall not constitute nor be evidence of any waiver or estoppel, and Subcontractor agrees that it will not rely upon such a circumstance to conclude that Contractor does not intend to require future compliance with such conditions precedent to payment. Subcontractor’s Initials ___________ Contractor’s Initials__________ 4.10 All material and work covered by progress payments shall become the property of Contractor, or, if the Contract Documents so provide, the reason property of Owner; however, this provision shall not relieve Subcontractor from the sole responsibility and liability for refusing to approve payment. Payments of proper invoices all Work and materials upon which payments have been made until final acceptance thereof by Owner, and such materials and Work shall remain in the amounts approved care, custody and control of Subcontractor and stored at Subcontractor’s risk. Subcontractor shall not be liable for any work or materials damaged by the Contractor, Owner or any of their respective agents. 4.11 Contractor may implement an electronic internet based billing and payment management system so as to expedite the billing and payment process on a Project by Project basis and Subcontractor shall be processed required to participate in the system. Applications for Payment and paid all supporting documents (including but not limited to lien waivers, sworn statements, and related documentation required herein) shall be in accordance electronic format and shall be submitted to Contractor using an electronic internet based payment management system proscribed by Contractor. Subcontractor shall be responsible for the fees and costs owed associated with Section 218.735,Subcontractor's use of the electronic internet based payment management system. Fees shall range from $5.00 to $50.00 per monthly payment based on the size of the payment and shall be deducted from the monthly payment due to Subcontractor by the third party Service Provider. 4.12 Subcontractor shall submit on a monthly basis any changes to the listing and/or amounts of sub-subcontractors, suppliers, and other vendors that it uses on a project.

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Construction Contractor's monthly Applications for Payment. This schedule Payment shall be updated in such form and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative contain such detail and attached to the Agreement backup as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approvalOwner reasonably may require. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Pre-Construction Phase Commencement Date. Notwithstanding anything herein Construction Management Agreement CONSTRUCTION MANAGEMENT SERVICES ON A CONTINUING BASl8 HCPSCM (-1'-"I"CSfiVltH odcltto• ) OSOSIOII NOVEMBI!R 16,2010 4.2 At the time it submits its first monthly Application for Payment to Owner following GMP approval, Construction Contractor also shall submit to Owner and Design Professional. for their review, a Schedule of Values based upon the contraryGMP proposal; in a f01mat prescribed by the Owner, if listing the major elements of the Work and the dollar value for each element. That Schedule of Values, as further revised to reflect the final negotiated GMP amount and as approved by Owner in its sole discretionOwner, Contractor may submit its invoice shall be used as the basis for any required Construction Contractor's monthly Applications for Payment thereafter. This revised Schedule of Values shall be updated for the current month Change Orders and Performance Bonds prior Construction Change Directives and submitted each month to the first Application of Payment provided that Contractor has furnished Owner certified copies Design Professional along with a completed and notarized copy of the receipts evidencing Application for Payment fonn prescribed by the premium paid by Contractor for Owne1· on the bondsOwner's Facilities Division Web Page {!l..!!Jrl/fa_g_jlities. mys.Qhc.orgl) as of the date of this agreement. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writingsite, the Application for Payment shall also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's Owners satisfaction. Thereafter, with each Application Owner has the discretion whether or not to pay for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,such unincorporated materials.

Progress Payments. 4.1 Prior Owner agrees to submitting its first monthly make Progress Payments to ----------------- Contractor in accordance with the provisions of this Agreement. A. Upon the Billing of percentages of completion for each Line Item, Owner shall pay the amount specified in the Billing, less Retention (as hereinafter defined). B. Contractor shall deliver to Owner an "APPLICATION FOR PAYMENT" showing the occurrence of the event covered by the Application for Payment. Amounts claimed by Contractor for completion of Change Orders or any other additional costs, Contractor shall submit to Project Managerexpenses or contract sums, may be requested at the time of application for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each elementother payments or independently thereto. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Said Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if on a form approved by Owner in its sole discretion(and Owner's lender, Contractor may submit its invoice for any required Payment where applicable). Materials and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is equipment not required to make any payment for materials or equipment that have not been yet incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, Work but delivered and suitably stored either at the site of the Project or at another locationsome other appropriate location of which Contractor has given Owner written notice shall be considered partially completed items of Work for purposes of an Application for Payment, and such payment may be included therein, provided that with respect to materials and storage have been agreed to by equipment delivered and suitably stored other than at the job site, Contractor, upon request, will furnish Owner in writing, the Application for Payment also shall be accompanied by a xxxx bills of sale, invoice sale or other documentation warranting that the Owner has received the satisfactory to establish Owner's title to such materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements otherwise to protect Owner's interest therein, all therein and Contractor shall remain responsible for the security of which shall be subject to the such materials. C. Within twenty (20) days after Owner's satisfaction. Thereafter, with each receipt of an Application for Payment, Owner shall pay, or cause Owner's lender to pay, to Contractor also shall complete and submit to Owner as part of its Application for Paymentthe amount requested; provided, however, that if any item on the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped disputed, Contractor shall be notified of such dispute and shall submit verification of such item or a revised Application for Payment. The interest on such disputed payment shall accrue for the benefit of the prevailing party. The non-disputed amount shall be paid immediately. D. Owner shall hold back ten percent (10.00%) of each payment as received and within a "RETENTION". Such Retention shall be paid to Contractor at the timeframes completion of the Project as provided in this Agreement. E. Should Contractor neglect or refuse to pay amounts owing as set forth in Section 218.735 F.S.8.4 (iii), the Project ManagerOwner, or Design Professionalafter giving five (5) days' written notice to Contractor of his intention to do so, shall either: (1) Indicate its approval of have the requested payment; (2) indicate its approval of only a portion of right but not the requested paymentobligation to pay any such amount directly. In such event, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved said payment shall be processed and paid in accordance with Section 218.735,treated as a Progress Payment made for the benefit of Contractor.

Progress Payments. 4.1 Prior Construction Manager’s monthly Applications for Payment shall be in such form and shall be submitted no earlier than thirty (30) days after the Pre- Construction Phase Commencement Date and shall be submitted each month to submitting its first monthly the Design Professional along with a completed and notarized copy of the Application for PaymentPayment form attached to the Agreement as Exhibit G. Payment to the Construction Manager for the Pre-Construction Phase services shall be based upon the verified completion of the percentage of deliverables on the Project as more specifically identified in the Pre-construction proposal Exhibit N. 4.2 At the time it submits its GMP proposal to Owner, Contractor Construction Manager also shall submit to Project ManagerOwner and Design Professional, for their review and approvalreview, a schedule Schedule of values Values based upon the Contract PriceGMP proposal; all in C.S.I. format, listing the major elements of the Work and the dollar value for each element. After its approval The Schedule of Values, as further revised to reflect the final negotiated GMP amount and as approved by Owner, will be attached to the Project ManagerGMP Amendment, this schedule of values and shall be used as the basis for the Contractor's Construction Manager’s monthly Applications for PaymentPayment thereafter. This schedule The Schedule of Values shall be updated for any current Change Orders and Construction Change Directives and submitted each month to the Design Professional along with a completed and notarized copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds.G. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writingsite, the Application for Payment shall also shall be accompanied by a xxxx bill of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's ’s interest therein, all of which shall be subject to the Owner's ’s satisfaction. Thereafter, with each Application Owner has the discretion whether or not to pay for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D.such unincorporated materials. 4.4 Contractor Construction Manager shall submit its monthly Application for Payment to Design Professional on or before the Project Manager or his or her designee, 25th day of each month for Work performed during the previous month. Invoices received after the 25th day of each month shall be considered for payment as directed by Owner part of the next month’s application. Within seven (which designee may include the Design Professional). After the date 7) calendar days after receipt of each Application for Payment, Design Professional shall submit to Owner a Certificate for Payment is stamped in the amount recommended by Design Professional as received being due and owing Construction Manager. Owner shall pay Construction Manager that portion of Design Professional’s Certificate for Payment which Owner approves as being due and owing Construction Manager within twenty-five (25) calendar days of Owner’s receipt of the timeframes Certificate for Payment. 4.5 Owner shall withhold retainage on the gross amount of each monthly progress payment in the amount of five percent (5%), as permitted by Section 218.735, Florida Statutes. The foregoing does not prohibit Owner from withholding retainage at a rate less than five percent (5%) of each monthly progress payment as otherwise allowable under Section 218.735, Florida Statutes. Any reduction in retainage below the maximum amount set forth in Section 218.735 F.S.218.735, the Project Manager, or Design ProfessionalFlorida Statutes, shall either: (1) Indicate its approval be at the sole discretion of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve paymentOwner. Payments of proper invoices in the amounts approved Such retainage shall be processed accumulated and paid not released to Contractor until final payment is due unless otherwise agreed to by the Owner in accordance with Section 218.735,255.077, Florida Statutes. Any interest earned on retainage shall accrue to the benefit of the Owner. Provided, however, nothing in this Section 4.5 shall preclude or limit the Owner’s right to withhold payment as otherwise permitted by the terms of the Contract Documents or as permitted by law. 4.6 Monthly payments to Construction Manager shall in no way imply approval or acceptance of Construction Manager’s work. 4.7 Each Application for Payment shall be accompanied by a Release and Affidavit, in the form attached to the Agreement as Exhibit F, showing that all materials, labor, equipment and other bills associated with that portion of the Work payment is being requested on have been paid in full through the previous month’s Application for Payment. Additionally, Construction Manager shall provide appropriate waivers and releases of lien/claims against the bonds from all subcontractors and suppliers. Owner shall not be required to make payment until and unless these affidavits are furnished by Construction Manager. Further, if Construction Manager is withholding any portion of a payment to any subcontractor for any labor, services, or materials for which Owner has paid Construction Manager, Construction Manager agrees to refund such money to Owner.

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit six (6) copies of its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,, F.S. and the administrative procedures established by the County's Procurement Services Division and the Clerk of Court’s Finance Department respectively. 4.5 In the event of a total denial by Owner and return of the Application for Payment by the Project Manager, the Contractor may make the necessary corrections and re-submit the Application for Payment. The Owner shall, within ten (10) business days after the Application for Payment is stamped and received and after Project Manager approval of an Application for Payment, pay the Contractor the amounts so approved. 4.6 Owner shall retain ten percent (10%) of the gross amount of each monthly payment request or ten percent (10%) of the portion thereof approved by the Project Manager for payment, whichever is less. Such sum shall be accumulated and not released to Contractor until final payment is due unless otherwise agreed to by the Owner in accordance with Florida Statute 255.078. The Project Manager shall have the discretion to establish, in writing, a schedule to periodically reduce the percentage of cumulative retainage held throughout the course of the Project schedule. Owner shall reduce the amount of the retainage withheld on each payment request subsequent to fifty percent (50%) completion subject to the guidelines set forth in Florida Statute 255.078 and as set forth in the Owner’s procurement ordinance and policies. 4.7 Monthly payments to Contractor shall in no way imply approval or acceptance of Contractor's Work. 4.8 Each Application for Payment, subsequent to the first pay application, shall be accompanied by a Release and Affidavit, in the form attached as Exhibit C, acknowledging Contractor’s receipt of payment in full for all materials, labor, equipment and other bills that are then due and payable by Owner with respect to the current Application for Payment. Further, to the extent directed by Owner and in Owner’s sole discretion, Contractor shall also submit a Release and Affidavit from each Subcontractor, sub-subcontractor, or supplier in the form attached as Exhibit C acknowledging that each Subcontractor, sub-subcontractor or supplier has been paid in full through the previous month’s Application for Payment. The Owner shall not be required to make payment until and unless these affidavits are furnished by Contractor. 4.9 Contractor agrees and understands that funding limitations exist and that the expenditure of funds must be spread over the duration of the Project at regular intervals based on the Contract Amount and Progress Schedule. Accordingly, prior to submitting its first monthly Application for Payment, Contractor shall prepare and submit for Project Manager's review and approval, a detailed Project Funding Schedule, which shall be updated as necessary and approved by Owner to reflect approved adjustments to the Contract Amount and Contract Time. No voluntary acceleration or early completion of the Work shall modify the time of payments to Contractor as set forth in the approved Project Funding Schedule. 4.10 Notwithstanding anything in the Contract Documents to the contrary, Contractor acknowledges and agrees that in the event of a dispute concerning payments for Work performed under this Agreement, Contractor shall continue to perform the Work required of it under this Agreement pending resolution of the dispute provided that Owner continues to pay Contractor all amounts that Owner does not dispute are due and payable. 4.11 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of “laches” as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4.12 The County may, at its discretion, use VISA/MASTER card credit network as a payment vehicle for goods and/or services purchased as a part of this contract. The County may not accept any additional surcharges (credit card transaction fees) as a result of using the County’s credit card for transactions relating to this solicitation

Progress Payments. 4.1 Prior 11.1.1 Subject to submitting its first monthly Application for Paymentthe provisions of this Article, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing expressed as the major Fixed Cost portion of the Contract Price as set forth on Exhibit D – Payment Schedule, shall be payable to the Vendor by Owner in monthly progress payments, for (a) Scope of Work completed by Vendor, and (b) equipment and materials delivered to Owner in accordance with the delivery terms and conditions set forth herein. Title to all equipment and materials (or part thereof) to be delivered to Owner shall pass to Owner upon the later of: (a) delivery by Vendor to the Site, or the scheduled delivery date(s) for such equipment or materials, as set forth in Exhibit G – Work Schedule, whichever is earlier; or (b) payment in full with respect to such equipment and materials (or part thereof). Notwithstanding this passage of title, Vendor must at all times prior to delivery to Owner take all commercially reasonable steps to protect and preserve the condition of all equipment, materials and products, and/or used in furtherance of Vendor’s Scope of Work. All monthly progress payments shall be credited against the Contract Price. On or before the fifth (5) Day following the last day of each Pay Period Vendor shall submit to Owner an itemized Application for Payment (each an “Application for Payment”) and a Progress Report substantiating Vendor’s right to payment for work performed during the prior Pay Period. Such application shall have partial conditional and unconditional lien waivers from Vendor and as required in Section 3.4.4 with respect to Vendor’s subcontractors and suppliers in the forms set forth in Exhibit K-1 and K-2 waiving pro tanto Vendor’s rights to file liens for all work performed and materials furnished for the payment application submitted and for all such work and material for which payment has previously been made. Applications for Payment shall include a Progress Report as of the end of the period covered by the Application for Payment. The Application for Payment shall constitute Vendor’s representation that the work has been performed consistent with the Contract Documents and has progressed to the point indicated in the Application for Payment. Owner and Vendor agree that the Exhibit D is a reasonable representation of the value of the various elements and stages of the work and of the Work Schedule upon which Vendor will request payments from Owner in respect of elements of the work as it progresses assuming timely achievement of the Work and Schedule set forth in Exhibit G. 11.1.2 As part of the dollar value for each elementContract Price, Owner shall pay Vendor, within five (5) business days following issuance of the NTP, an advance fee of [*] of the Fixed Portion of the Contract Price or [*], or in the event Owner has issued one or more LNTPs, [*] of the remaining amount of the Contract Price to be paid to Vendor, whichever is less (the “Advance Fee”). After its approval by the Project ManagerThe payment made under this subsection 11.1.2 shall not be subject to retainage, this schedule of values but shall be used applied toward and credited against the Contract Price when paid. 11.1.3 Exhibit D sets forth the payment schedule for Vendor’s Scope of Work. The payment schedule serves as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy progress payments made to Vendor throughout its performance of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bondswork. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 Prior Applications for Payment are submitted by the Contractor to submitting its first monthly Application the Design Professional and Owner’s Project Representative for Paymentreview. Once the Applications for Payment are issued by the Design Professional, the Owner shall make progress payments to the Contractor as provided below and elsewhere in the Contract Documents. 11.1 At the time or times established in this Agreement, the Contractor shall submit to the Design Professional and Owner’s Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Representative an itemized Application for Payment form signed by for Work completed in accordance with the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list previously submitted schedule of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approvalvalues. The first Application for Payment shall be submitted no earlier than thirty (30) days after signed by the Commencement Date. Notwithstanding anything herein Contractor, and notarized, and shall be supported by sufficient data which serves to establish the Contractor’s right to the contrarypayment, if such as requisitions from subcontractors or material suppliers, and reflecting retainage of 5% which may be withheld until substantial completion. Upon Substantial Completion, Owner may withhold as retainage up to 150% of the total estimated costs to complete any disputed items 11.2 The Contractor shall process the Applications for Payment and deliver them to the Facilities Division Bookkeeper, as the single agent/point of contact, by the 20th of the month. 11.3 The Application for Payment, in a format approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretionProject Representative, Owner is not required to make any payment shall reflect the amount of Work completed each month separated by materials stored and labor, inclusive of Contractor’s Fee, as a percent complete of each line item within the schedule of values for materials or equipment that have not been incorporated into the Project. If In the event of a discrepancy within the Pay Application, the Contractor shall, upon request from the Owner’s Project Representative, provide all required invoices, payrolls, xxxxx cash accounts and any other evidence required by the Owner’s Project Representative to verify the values indicated as percent complete in the Application for Payment. 11.4 Applications for Payment shall not include any requests for payment is requested of amounts the Contractor does not intend to pay to a subcontractor or material supplier, for any reason. 11.5 Applications for Payment shall only be made on the basis account of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or Site for incorporation into the Work. Payments shall not be made for materials that are not suitably stored at another location, and such payment and storage have been agreed to by Owner in writingthe Site. 11.6 By submitting an Application for Payment, the Contractor warrants that full and complete title will vest in the Owner with regard to all Work covered by an Application for Payment, no later than the time of such payment. Additionally, all Work represented by a submitted Application for Payment also shall be free and clear of any and all liens, claims, security interests or encumbrances in favor of any person or entity. Each Application for Payment shall be accompanied by a xxxx waiver of sale, invoice lien from each subcontractor or other documentation warranting a certificate from each subcontractor stating that the subcontractor has been paid all amounts due the subcontractor from previous applications. 11.7 Upon receipt of the Design Professional’s certificate for payment, the Owner has received shall make payment to the materials and equipment free and clear Contractor. The Contractor shall promptly pay each subcontractor out of all liensthe amounts paid to the Contractor on account of such subcontractor’s portion of the Work, chargesminus any percentages retained as retainage from payments made to the Contractor on account of such subcontractor’s portion of the Work. The Contractor shall, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance written agreement with each subcontractor, require each subcontractor to make payments to sub-subcontractors and material suppliers in a similar manner. However, neither the Owner nor the Design Professional shall have an obligation to pay or to see the payment of money to a subcontractor, sub-subcontractor or material supplier. 11.8 Any certificate for payment, progress payment, or partial or entire use or occupancy of the Project by the Owner, shall not constitute acceptance of any work not in accordance with the Agreement or Contract Documents. Notwithstanding the above, the Contractor shall receive final payment within 20 business days from the executed 11.9 If the Owner so desires, the Owner’s accountants will review and report in writing on the Contractor’s final accounting within 30 days after delivery of the final accounting to the Design Professional by the Contractor. Based upon such Cost of the Work as the Owner’s accountants report to be substantiated by the Contractor’s final accounting, and provided the other arrangements to protect conditions of final payment have been met, the Design Professional will, within seven days after receipt of the written report of the Owner's interest therein’s accountants, all of which shall be subject either issue to the Owner's satisfaction. Thereafter’s Project Representative a final certificate for payment with a copy to the Contractor, with each Application or notify the Contractor and Owner’s Project Representative in writing of the Design Professional’s reason for Payment, Contractor also shall complete and submit withholding a certificate. 11.10 Prior to Owner as part of its the first Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designeeDesign Professional a Schedule of Values for the Work to be performed, in a format and with sufficient supporting data, as directed may be required by Owner (which designee may include the Design Professional). After This Schedule of Values, unless objected to by the Design Professional or otherwise found to be inaccurate, shall be the basis for review of the Contractor’s Application for Payment. 11.11 When the Contractor deems the Work or a designated portion thereof as defined in the Contract Documents to be substantially complete, the Contractor shall prepare and submit to the Design Professional a comprehensive list of items to be completed or corrected, which comprehensive list shall be referred to as the “Contractor’s Completion List.” The Contractor shall be responsible for completion and correction of all items on the list. Any item not included on the list that does not comply with the Contract Documents, shall be added to the list and promptly corrected by the Contractor. The submission of the list by the Contractor does not in any respect alter the ultimate responsibility of the Contractor to complete the project in accordance with the Contract Documents. 11.12 Upon receipt of the Contractor’s Completion List, the Design Professional, after inspection of the Work, may add additional items to the list, which the Contractor shall promptly correct. When the Design Professional determines that the Work or designated portion thereof as defined in the Contract Documents is substantially complete, the Design Professional shall issue a Certification of Substantial Completion which establishes: the date of each Application for Payment is stamped as received and within substantial completion; the timeframes set forth in Section 218.735 F.S.“Substantial Completion Punch List”, which establishes a single list providing feedback to the Project ManagerContractor on non-conforming work, or work requiring further quality adjustments; the date the Contractor will have completed all items on the Substantial Completion Punch List, and such other items as the Design Professional and Owner’s Project Representative deem appropriate. The Certificate of Substantial Completion shall be executed by the Design Professional, shall either:Contractor and Owner. (1) Indicate its approval 11.13 Upon full execution of the requested payment; (2) indicate its approval Certificate of only a portion of the requested paymentSubstantial Completion, stating in writing its reasons therefore; or (3) return and upon the Application for Payment by the Contractor and the issuance of certification for payment by the Design Professional, the Owner may make payment to the Contractor indicatingadjusting the retainage withheld for the Work or portion thereof reflected in the certificate of substantial completion. 11.14 The Owner may, at its discretion, occupy or use any completed or substantially completed portion of the Work, prior to the Final Completion of the Project. Prior to such Owner partial occupancy or use, the Owner’s Project Representative, Contractor and Design Professional shall inspect the area to be occupied in order to document the condition of the Work. However, in writingno event, shall the reason Owner’s partial occupancy or use of the Work constitute acceptance of any Work not in compliance with the requirements of the Contract Documents. 11.15 Final payment by the Owner to the Contractor shall not constitute a waiver of any claim the Owner may have against the Contractor for refusing to approve paymentWork not in compliance with the Construction Documents. Payments However, acceptance of proper invoices final payment by the Contractor, a subcontractor or material supplier shall constitute a waiver of any claims by that entity or individual, except those previously made in writing and clearly identified as unsettled at the amounts approved shall be processed time of the final application for payment and paid in accordance with Section 218.735,payment thereon.

Progress Payments. 4.1 Prior 17.1 Subcontractor, on or before five (5) days prior to submitting its first monthly Application for Paymentthe end of each calendar month, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon or on such other billing date as may be required by the Contract PriceDocuments, listing shall deliver to Xxxxx a progress payment application, together with an accurate estimate (based upon, and not in excess of, the major elements amounts shown on the approved Schedule of Values) of the value of the material furnished and work done during the preceding 30-day period. Such application shall include charge-backs then due Xxxxx and such detailed statements of payments made by Subcontractor as Xxxxx or the Owner may require, together with sworn statements of Subcontractor’s subcontractors who have performed any part of Subcontractor’s Work and the dollar value appropriate mechanics' lien waivers of Subcontractor and its subcontractors and materialmenmaterial suppliers for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved paid for by Subcontractor, all in form acceptable to Xxxxx. Xxxxx reserves the right to require full waivers of lien for the amounts included in the current month's application for payment. Such documentation shall evidence that all subcontractors and materialmenmaterial suppliers of Subcontractor have been paid in full for the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty current month or (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior Xxxxx) that they have waived their lien rights with respect to the first Application of Payment provided that Contractor has work performed or materials furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application the application for Payment is stamped as received and within payment, contingent only upon receipt of payment of the timeframes set forth amounts indicated thereon. No amount shall be included in Section 218.735 F.S.Subcontractor's application for payment (A) for additional or changed work unless authorized by a written change order issued by Xxxxx; or (B) for materials stored off-site, the Project Manager, or Design Professional, shall either:unless (1) Indicate Xxxxx in its approval of discretion approves the requested payment; payment for off-site materials, (2) indicate its approval of only a portion Subcontractor has complied with all conditions of the requested paymentContract Documents so that Xxxxx will be entitled to receive payment from the Owner for such off-site materials. 17.2 Xxxxx shall include in its next progress payment application to Owner the amount claimed due by Subcontractor in Subcontractor's last progress payment application which has been approved by Xxxxx, stating before deduction of any amount of charge-backs owed Xxxxx as included therein. On or before seven (7ten (10) days (or such other time as is required by the Contract Documents) after and subject to receipt of payment by Owner, Xxxxx shall pay to Subcontractor the amount owed to Subcontractor, less the retained percentage thereof, if any, provided for in writing its reasons therefore; or (3) return the Application for Payment Section 17.3 and less charge-backs owed to the Contractor indicatingXxxxx included in Subcontractor's application., if any, provided in writing, the reason for refusing Section 15.1. 17.3 The retained percentage to approve payment. Payments of proper invoices in the amounts approved be deducted by Xxxxx from each progress payment shall be processed and paid the same percentage of progress payment as the Owner has deducted from its progress payment to Xxxxx, or ten percent (10%) if greater, unless in accordance with governing law the retained percentage that Xxxxx may deduct is less than ten percent (10%), in which case Xxxxx may deduct the maximum percentage allowed by law. If the Contract Documents provide that the percentage retained by Owner shall be reduced or eliminated after Xxxxx has completed a specified proportion of the Project, then at Xxxxx’Xxxxx' sole discretion to the fullest extent permitted by law and subject to its rights under Section 218.735,17.4, for so long as Xxxxx xxxxx appropriate, Xxxxx may reduce or eliminate accordingly any retained percentage from Subcontractor after Xxxxx has completed such percentage of the Project and Subcontractor has completed a similar percentage of Subcontractor's Work. 17.4 To the fullest extent permitted by law, Xxxxx shall have the right to withhold all or any portion of each progress payment to Subcontractor until (A) payment therefore has been received by Xxxxx from Owner, (B) Subcontractor has corrected improper and rejected work, (C) any mechanics' liens filed or claims made by any employee, subcontractor of any tier or materialmenmaterial suppliers of any tier of Subcontractor have been released, and (D) Subcontractor has delivered to Xxxxx a receipt on Xxxxx’Xxxxx' standard form acknowledging such payment to be in full (except for retained percentage, if any) for all amounts owed or claimed to be owed as a part of the Subcontract Price and under any change order included in such application and Subcontractor's lien waivers, certificates and releases with respect thereto. Without limiting the foregoing and to the fullest extent permitted by law, Xxxxx shall have the right to withhold twice the amount necessary to complete any portion of Subcontractor's Work included on a punch list supplied by Xxxxx, the Owner or the Architect/Engineer. 17.5 No payment of the Subcontract Price, whether a partial payment or the final payment, shall be deemed an acceptance of Subcontractor's Work covered thereby. 17.6 To the fullest extent permitted by law, Xxxxx shall be entitled to deduct as a set-off to any money due Subcontractor any amount which Subcontractor or any of its affiliatesAffiliates (owes Xxxxx or any of its affiliatesAffiliates arising out of this Project, other projects, or otherwise. Xxxxx shall also have the right to advance the payments (including the final payment) due to Subcontractor under this Agreement if Xxxxx in its judgment deems it desirable to do so. For the purposes hereof, the term “affiliates” shall include any individual, corporation, limited liability company or partnership, partnership, joint venture or other entity controlled by, controlling or under common control with Subcontractor or Xxxxx, as the case may be.

Progress Payments. 4.1 Prior to submitting its first 6.1.1 Construction Manager’s monthly Application Applications for PaymentPayment shall be in such form and contain such detail and backup and other information, Contractor shall submit to Project Managerdocumentation, for their review and approval, a materials as Owner reasonably may require. The payment schedule of values based upon the Contract Price, listing the major elements of the Work set forth in Sections 5.1 and the dollar value for each element. After its approval by the Project Manager, this schedule of values 5.2 shall be used as the basis for the Contractor's Construction Manager’s monthly Applications for Payment. This schedule shall be updated and submitted each month along Payment with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached respect to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approvalPre-Construction Services. The first Application for Payment shall be submitted no earlier than thirty (30) days after the pre-construction phase Commencement Date. Notwithstanding anything herein Construction Manager’s Applications for Payment shall be completed, duly executed and notarized. 6.1.2 At the time it submits its GMP proposal to Owner, Construction Manager also shall submit to Owner and Professional, for their review, a detailed schedule of values based upon the GMP proposal; all in C.S.I. format, listing the major elements of the Work and the dollar value for each element and, if required by Owner, broken down further into the major elements of the Work to be completed during the various phases of the Work. That schedule of values, as further revised to reflect the final negotiated GMP amount and as approved by Owner, will be attached to the contraryGMP Amendment and shall be used as the basis for Construction Manager’s monthly Applications for Payment thereafter. This revised schedule of values shall be updated for the current month Change Orders and submitted each month to Owner and Professional along with a completed, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment duly executed and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies notarized copy of the receipts evidencing the premium paid by Contractor Application for the bondsPayment. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. 6.1.3 If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writingProject Site, the Application for Payment shall also shall be accompanied by a xxxx bill of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's ’s interest therein, all of which shall be subject to the Owner's ’s satisfaction. Thereafter, with each Application Owner has the discretion whether or not to pay for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D.such unincorporated materials. 4.4 Contractor 6.1.4 Construction Manager shall submit two (2) notarized original copies of its monthly Application for Payment to Owner and Professional on or before the Project Manager or his or her designee, twenty-fifth (25th) day of each month for Work performed during the previous month. Invoices received after the twenty-fifth (25th) day of each month shall be considered for payment as directed by Owner part of the next month’s application. Within seven (which designee may include the Design Professional). After the date 7) days after receipt of each Application for Payment, Professional shall submit to Owner a Certificate for Payment is stamped in the amount recommended by Professional as received being due and owing Construction Manager. Owner shall pay Construction Manager that portion of Professional’s Certificate for Payment which Owner approves as being due and owing Construction Manager within thirty (30) days of Owner’s receipt of the timeframes set forth in Section 218.735 F.S.Certificate for Payment. Cost of Work will be paid based on the percentage of Work complete on site, with the exception of Construction Manager’s initial Application for Payment which may include the reimbursement of costs for the Bonds. General Conditions and General Requirements shall be reimbursed upon receipt of proper backup documentation, including certified payroll. 6.1.5 Owner shall retain ten percent (10%) of that portion of the gross amount of each monthly payment request certified by Professional and approved by Owner for payment, until fifty percent (50%) completion of the Work. Upon fifty percent (50%) completion of the Work, the Project amount of retainage thereafter withheld by Owner from subsequent payments shall be reduced to five percent (5%) of that portion of the gross amount of each monthly payment request certified by Professional and approved by Owner for payment. No retainage shall be held on bond or insurance. Also, after fifty percent (50%) completion of the Work has been achieved, and to the extent required by Section 255.078, Florida Statutes, Construction Manager may request in its next monthly Application for Payment release of up to one-half (1/2) of the retainage theretofore withheld by Owner prior to said fifty percent (50%) of the Work being completed. Owner reserves the right, at its sole discretion, to further reduce or release any portion of such retainage prior to final payment; provided, however, nothing in this Subsection 6.1.5 shall preclude or limit Owner’s right to withhold payment as otherwise permitted by the terms of the Contract Documents or as permitted by law. Further, any reduction or release of retainage, or portion thereof shall not be a waiver of a) any of Owner’s rights to retainage in connection with other payments to Construction Manager, or Design Professional(b) any other right or remedy that Owner has under the Contract Documents, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating at law or in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,equity.

Progress Payments. 4.1 Prior To assist in computing partial payments, the Contractor shall submit to submitting its first monthly the Design Professional and University a detailed “Schedule of Values” for review and approval by the University. The cost breakdowns shall be in sufficient detail for use in estimating the Work to be completed each month and shall be submitted within 10 days after the date of commencement of Work given in the Notice to Proceed. Once each month during the progress of the Work, the Contractor shall submit to the Design Professional a partial payment request for review and approval. The partial payment request shall be based on the cost of the Work completed plus the acceptable materials delivered to or stored on the site under the control of the Contractor and not yet installed. The Design Professional and University shall review and certify by signature as to the validity of the request, and approving payment. Partial payments shall not be construed as acceptance of any Work which is not in accordance with the requirements of the Contract. Once the partial payment request has been certified by the Design Professional, it shall be submitted to the University for approval and processing. The Contractor warrants that title to the Work, materials and equipment covered by an Application for Payment shall pass to the University upon the earlier of either incorporation in construction or receipt of payment by Contractor; that Work, materials and equipment covered by previous Applications for Payment are free and clear of liens, claims, security interests or encumbrances; and that no Work, materials or equipment covered by an Application for Payment will have been acquired by Contractor or by any other person performing Work at the Project or furnishing materials or equipment for the Project subject to an agreement under which an interest or encumbrance is retained by the seller or otherwise imposed on the Contractor or buyer. All Applications for Payment shall be accompanied by sworn statements and waivers executed by Contractor, Subcontractors and suppliers whose work is included in the Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval as well as other documentation that may be required by the Project ManagerUniversity, this schedule of values stating that all have been paid in full for Work performed through the last or most recent progress payment: The Contractor and each subcontractor shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a also provide properly completed copy of the Application for Payment certified payroll form signed by the Contractor's authorized representative and attached WH-347 to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with ContractorUniversity’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,payment request.

Progress Payments. 4.1 Prior 13.1 Based upon monthly Applications for Payment submitted to submitting its first Owner and Architect by Contractor (except that payments on account of the Barge vessels shall not be processed monthly, but shall be processed on separate Applications for Payment on an expedited basis to conform to the payment schedule set forth in the Barge Construction Contract), including all supporting documentation, and Certificates for Payment properly issued by Architect, Owner shall make (i) Progress Payments on account of the Contract Sum to Contractor, and (ii) payments on account of the Direct Purchase Items to vendors, suppliers and contractors, as AGREEMENT BETWEEN OWNER AND CONTRACTOR Page 24 provided below and elsewhere in the Contract Documents. Contractor acknowledges having received the Disbursement Agreement and is familiar with the terms and conditions set forth therein. Contractor acknowledges that Owner shall not be obligated to make any Progress Payments on Account of the Contract Sum (including Direct Purchase Items) unless and until all conditions within the control of Contractor to disbursement of funds set forth in the Disbursement Agreement for progress payments are satisfied. Contractor agrees to timely execute and deliver all certificates within the control of Contractor required to be delivered by Contractor under the terms of the Disbursement Agreement, and Contractor shall make all statements provided in such certificates, unless such statements would be untrue or incorrect with respect to the facts then known to Contractor at the time when such certificate is made. Contractor agrees to (i) cooperate with and provide to Owner all documentation, data and information requested by Owner within the control of Contractor, to allow Owner to satisfy the requirements and conditions for Progress Payments set forth in the Disbursement Agreement (including all documentation for Direct Purchase Items), and (ii) complete all schedules to be included with each Progress Payment, where information required for or contained in such schedules is within the control of Contractor. 13.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, except for payments on account of the Barge vessels which shall be processed as set forth in SECTION 13.3 below. 13.3 Provided a proper and complete Application for Payment is received by Architect and Owner not later than the last day of a month, and the Architect and the Independent Construction Consultant has approved the same for payment, Owner shall make payments to Contractor and, with respect to Direct Payment Items, to vendors, suppliers and contractors, in each case not later than the 30th day of the following month, subject to satisfaction of the conditions to payment set forth herein. Notwithstanding the foregoing, payments on account of the barge vessels shall be processed on separate Applications for Payment on an expedited basis to conform to the payment schedule set forth in the Barge Construction Contract. If proper and complete Application for Payment is received by Architect and Owner after the application date fixed above, and each of the Architect and Independent Construction Consultant has approved the same for payment, it is agreed that the time for payment shall be the next monthly cycle, unless Owner is able to arrange for an interim payment to be made to Contractor sooner than the next monthly cycle, at no additional cost, expense or liability to Owner. Owner shall use diligent efforts to obtain approval of a proper and complete Application for Payment by the Architect and the Independent Construction Consultant. In the event Contractor timely submits to Owner and Architect a proper and complete Application for Payment, the failure by Owner to obtain the Architect's and the Independent Construction Consultant's approval thereof shall not affect the right of Contractor to be paid or, with respect to Direct Purchase Items, the right of vendors, suppliers and contractors to be paid, pursuant to such timely, proper and complete Application for Payment, unless the Owner's failure to obtain the Architect's and the Independent Construction Consultant's approval thereof is attributable to matters within the control of Contractor. 13.3.1 Each Application for Payment shall submit to Project Manager, for their review and approval, a schedule of values be based upon the most recent approved Schedule of Values submitted by Contractor in accordance with the Contract Price, listing Documents. The Schedule of Values shall allocate the major elements entire GMP among the various portions of the Work Work, except that the Contractor's Fee shall be shown as a single separate line item, also within the GMP. The AGREEMENT BETWEEN OWNER AND CONTRACTOR Page 25 Schedule of Values shall be prepared in such form and supported by such data to substantiate its accuracy as Architect, Owner and the dollar value for each elementIndependent Construction Consultant may reasonably require. After its approval The Schedule of Values, unless objected to by the Project ManagerArchitect, this schedule of values shall be used as the a basis for reviewing Contractor's Applications for Payment. 13.3.2 The Contractor's entitlement to payment for each of its Payment Applications is expressly conditioned upon the Contractor's submission of a monthly update of the Project Schedule to the Owner, the Architect and the Independent Construction Consultant with each of the Contractor's monthly Applications for Payment. This schedule , except for payments on account of the Barge vessels which shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement processed as Exhibit D.set forth in SECTION 13.3 above. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application 13.3.3 Applications for Payment shall be submitted no earlier than thirty (30) days after show the Commencement Date. Notwithstanding anything herein to Cost of Work, services, the contrarycost of Direct Purchase Items, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application cost of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into in the ProjectWork, but delivered and suitably stored at the site Site or at another locationsome location agreed upon, and such payment and storage have been agreed to actually incurred by Owner in writing, Contractor through the end of the period covered by the Application for Payment and for which Contractor (or Owner, in the case of Direct Purchase Items) has made or intends to make actual payment prior to the next Application for Payment. Although Contractor shall invoice on a percentage of completion basis according to an approved Schedule of Values for the current billing period, Contractor shall also shall be accompanied provide to Owner on a monthly basis payrolls, xxxxx cash accounts, receipted invoices, and any other evidence reasonably required by a xxxx of sale, invoice or other documentation warranting that the Owner has received or Architect for the previous billing period. The Contractor may with Architect's and Owner's approval submit such documentation in electronic format. Title to all such equipment and materials shall pass to Owner upon payment therefore or incorporation in the Work, whichever shall first occur; and equipment free Contractor shall prepare and clear execute all documents necessary to effect and perfect such transfer of title. The Application for Payment shall also indicate the sum of all liensprior payments, charges, security interests Contractor's proportionate amount of fee in overall percentage of work completed compared to the GMP and encumbrances, together amount of retainage to be deducted from each Application in accordance with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to PARAGRAPH 13.5 below. Except with the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Paymentprior written approval, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application not make advance payments to suppliers for Payment materials or equipment which have not been delivered and stored at the site. Owner approves the advance payment to be made to Barge Contractor pursuant to the Project Manager or his or her designeeBarge Construction Contract, and agrees to make the initial payment required under the terms of the Barge Construction Contract as directed by Owner one of the "Initial Disbursements" (which designee may include as defined in the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth Disbursement Agreement) in Section 218.735 F.S., connection with obtaining the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,Financing.

Progress Payments. 4.1 Prior Applications for Payment are submitted by the General Contractor to submitting its first monthly Application the Design Professional and Owner’s Project Representative for Paymentreview. Once the Applications for Payment are issued by the Design Professional, the Owner shall make progress payments to the General Contractor as provided below and elsewhere in the Contract Documents. 11.1 At the time or times established in this Agreement, the General Contractor shall submit to the Design Professional and Owner’s Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Representative an itemized Application for Payment form signed by for Work completed in accordance with the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list previously submitted schedule of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approvalvalues. The first Application for Payment shall be submitted no earlier than thirty (30) days after signed by the Commencement Date. Notwithstanding anything herein General Contractor, and notarized, and shall be supported by sufficient data which serves to establish the General Contractor’s right to the contrarypayment, if such as requisitions from subcontractors or material suppliers, and reflecting retainage of 10% which may be withheld until substantial completion or final completion. If agreed 11.2 The General Contractor shall process the Applications for Payment and deliver them to the Facilities Division Bookkeeper, as the single agent/point of contact, by the 20th of the month. 11.3 The Application for Payment, in a format approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretionProject Representative (Facilities Division Payment Requisition Form), Owner is not required to make any payment shall reflect the amount of Work completed each month separated by materials stored and labor, inclusive of General Contractor’s Fee, as a percent complete of each line item within the schedule of values for materials or equipment that have not been incorporated into the Project. If The General Contractor shall, upon request from the Owner’s Project Representative, provide all required invoices, payrolls, xxxxx cash accounts and any other evidence required by the Owner’s Project Representative to verify the values indicated as percent complete in the Application for Payment. 11.4 Applications for Payment shall not include any requests for payment is requested of amounts the General Contractor does not intend to pay to a subcontractor or material supplier, for any reason. 11.5 Applications for Payment shall only be made on the basis account of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or Site for incorporation into the Work. Payments shall not be made for materials that are not suitably stored at another location, and such payment and storage have been agreed to by Owner in writingthe Site. 11.6 By submitting an Application for Payment, the General Contractor warrants that full and complete title will vest in the Owner with regard to all Work covered by an Application for Payment, no later than the time of such payment. Additionally, all Work represented by a submitted Application for Payment also shall be free and clear of any and all liens, claims, security interests or encumbrances in favor of any person or entity. Each Application for Payment shall be accompanied by a xxxx waiver of sale, invoice lien from each subcontractor or other documentation warranting a certificate from each subcontractor stating that the subcontractor has been paid all amounts due the subcontractor from previous applications. 11.7 Upon receipt of the Design Professional’s certificate for payment, the Owner has received shall make payment to the materials and equipment free and clear General Contractor. The General Contractor shall promptly pay each subcontractor out of all liensthe amounts paid to the General Contractor on account of such subcontractor’s portion of the Work, chargesminus any percentages retained as retainage from payments made to the General Contractor on account of such subcontractor’s portion of the Work. The General Contractor shall, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance written agreement with each subcontractor, require each subcontractor to make payments to sub-subcontractors and material suppliers in a similar manner. However, neither the Owner nor the Design Professional shall have an obligation to pay or to see the payment of money to a subcontractor, sub-subcontractor or material supplier. 11.8 Any certificate for payment, progress payment, or partial or entire use or occupancy of the Project by the Owner, shall not constitute acceptance of any work not in accordance with the Agreement or Contract Documents. Notwithstanding the above, the General Contractor shall receive final payment within 20 business days from the executed Certificate of Final Inspection, unless the General Contractor is notified of failure to meet the Contract requirements. 11.9 If the Owner so desires, the Owner’s accountants will review and report in writing on the General Contractor’s final accounting within 30 days after delivery of the final accounting to the Design Professional by the General Contractor. Based upon such Cost of the Work as the Owner’s accountants report to be substantiated by the General Contractor’s final accounting, and provided the other arrangements to protect conditions of final payment have been met, the Design Professional will, within seven days after receipt of the written report of the Owner's interest therein’s accountants, all of which shall be subject either issue to the Owner's satisfaction. Thereafter’s Project Representative a final certificate for payment with a copy to the General Contractor, with each Application or notify the General Contractor and Owner’s Project Representative in writing of the Design Professional’s reason for Payment, Contractor also shall complete and submit withholding a certificate. 11.10 Prior to Owner as part of its the first Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 General Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designeeDesign Professional a Schedule of Values for the Work to be performed, in a format and with sufficient supporting data, as directed may be required by Owner (which designee may include the Design Professional). After This Schedule of Values, unless objected to by the Design Professional or otherwise found to be inaccurate, shall be the basis for review of the General Contractor’s Application for Payment. 11.11 When the General Contractor deems the Work or a designated portion thereof as defined in the Contract Documents to be substantially complete, the General Contractor shall prepare and submit to the Design Professional a comprehensive list of items to be completed or corrected, which comprehensive list shall be referred to as the “General Contractor’s Completion List.” The General Contractor shall be responsible for completion and correction of all items on the list. Any item not included on the list that does not comply with the Contract Documents, shall be added to the list and promptly corrected by the General Contractor. The submission of the list by the General Contractor does not in any respect alter the ultimate responsibility of the General Contractor to complete the project in accordance with the Contract Documents. 11.12 Upon receipt of the General Contractor’s Completion List, the Design Professional, after inspection of the Work, may add additional items to the list, which the General Contractor shall promptly correct. When the Design Professional determines that the Work or designated portion thereof as defined in the Contract Documents is substantially complete, the Design Professional shall issue a Certification of Substantial Completion which establishes: the date of each Application for Payment is stamped as received and within substantial completion; the timeframes set forth in Section 218.735 F.S.“Substantial Completion Punch List”, which establishes a single list providing feedback to the Project ManagerGeneral Contractor on non-conforming work, or work requiring further quality adjustments; the date the General Contractor will have completed all items on the Substantial Completion Punch List, and such other items as the Design Professional and Owner’s Project Representative deem appropriate. The Certificate of Substantial Completion shall be executed by the Design Professional, shall either:General Contractor and Owner. (1) Indicate its approval 11.13 Upon full execution of the requested payment; (2) indicate its approval Certificate of only a portion of the requested paymentSubstantial Completion, stating in writing its reasons therefore; or (3) return and upon the Application for Payment by the General Contractor and the issuance of certification for payment by the Design Professional, the Owner may make payment to the General Contractor indicatingadjusting the retainage withheld for the Work or portion thereof reflected in the certificate of substantial completion. 11.14 The Owner may, at its discretion, occupy or use any completed or substantially completed portion of the Work, prior to the Final Completion of the Project. Prior to such Owner partial occupancy or use, the Owner’s Project Representative, General Contractor and Design Professional shall inspect the area to be occupied in order to document the condition of the Work. However, in writingno event, shall the reason Owner’s partial occupancy or use of the Work constitute acceptance of any Work not in compliance with the requirements of the Contract Documents. 11.15 Final payment by the Owner to the General Contractor shall not constitute a waiver of any claim the Owner may have against the General Contractor for refusing to approve paymentWork not in compliance with the Construction Documents. Payments However, acceptance of proper invoices final payment by the General Contractor, a subcontractor or material supplier shall constitute a waiver of any claims by that entity or individual, except those previously made in writing and clearly identified as unsettled at the amounts approved shall be processed time of the final application for payment and paid in accordance with Section 218.735,payment thereon.

Progress Payments. 4.1 Prior 17.1 Subcontractor, on or before five (5) days prior to submitting its first monthly Application for Paymentthe end of each calendar month, Contractor or on such other billing date as may be required by the Subcontract Documents, shall submit deliver to Project ManagerApplicable Xxxxx Entity a progress payment application, for their review together with an accurate estimate (based upon, and approvalnot in excess of, a schedule the amounts shown on the approved Schedule of values based upon the Contract Price, listing the major elements Values) of the value of the material furnished and work done during the preceding 30-day period. Such application shall include charge-backs then due Applicable Xxxxx Entity and such detailed statements of payments made by Subcontractor as Applicable Xxxxx Entity or Owner may require, together with sworn statements of Subcontractor’s subcontractors who have performed any part of the Subcontract Work and the dollar value appropriate mechanics’ lien waivers of Subcontractor and its subcontractors and material suppliers for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved paid for by Subcontractor, all in form acceptable to Applicable Xxxxx Entity. Applicable Xxxxx Entity reserves the right to require full waivers of lien for the amounts included in the current month's application for payment. Such documentation shall evidence that all subcontractors and material suppliers of Subcontractor have been paid in full for the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty current month or (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior Applicable Xxxxx Entity) that they have waived their lien rights with respect to the first Application of Payment provided that Contractor has work performed or materials furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application the application for Payment is stamped as received and within payment, contingent only upon receipt of payment of the timeframes set forth amounts indicated thereon. No amount shall be included in Section 218.735 F.S.Subcontractor's application for payment (A) for additional or changed work unless authorized by a written change order issued by Applicable Xxxxx Entity; or (B) for materials stored off-site, the Project Manager, or Design Professional, shall either:unless (1) Indicate Applicable Xxxxx Entity in its approval of discretion approves the requested payment; payment for off-site materials, and (2) indicate its approval of only a portion Subcontractor has complied with all conditions of the requested paymentSubcontract Documents so that Applicable Xxxxx Entity will be entitled to receive payment from Owner for such off-site materials. 17.2 Applicable Xxxxx Entity shall include in its next progress payment application to Owner the amount claimed due by Subcontractor in Subcontractor's last progress payment application which has been approved by Applicable Xxxxx Entity, stating before deduction of any amount of charge-backs owed Applicable Xxxxx Entity as included therein. On or before ten (10) days (or such other time as is required by the Prime Contract) after and subject to receipt of payment by Owner, Applicable Xxxxx Entity shall pay to Subcontractor the amount owed to Subcontractor, less the retained percentage thereof, if any, provided for in writing its reasons therefore; or (3) return the Application for Payment Section 17.3 and less charge-backs owed to the Contractor indicatingApplicable Xxxxx Entity included in Subcontractor's application, if any, provided in writing, the reason for refusing Section 15.1. 17.3 The retained percentage to approve payment. Payments of proper invoices in the amounts approved be deducted by Applicable Xxxxx Entity from each progress payment shall be processed and paid the same percentage of progress payment as Owner has deducted from its progress payment to Applicable Xxxxx Entity, or ten percent (10%) if greater, unless in accordance with governing law the retained percentage that Applicable Xxxxx Entity may deduct is less than ten percent (10%), in which case Applicable Xxxxx Entity may deduct the maximum percentage allowed by law. If the Prime Contract provides that the percentage retained by Owner shall be reduced or eliminated after Applicable Xxxxx Entity has completed a specified proportion of the Project, then at Applicable Xxxxx Entity’s sole discretion to the fullest extent permitted by law and subject to its rights under Section 218.735,17.4, for so long as Applicable Xxxxx Entity deems appropriate, Applicable Xxxxx Entity may reduce or eliminate accordingly 17.4 To the fullest extent permitted by law, Applicable Xxxxx Entity shall have the right to withhold all or any portion of each progress payment to Subcontractor until (A) payment for it has been received by Applicable Xxxxx Entity from Owner, (B) Subcontractor has corrected improper and rejected work, (C) any mechanics’ liens filed or claims made by any employee, subcontractor of any tier or material suppliers of any tier of Subcontractor have been released, and

Progress Payments. 4.1 Payments made pursuant to the Preliminary Services Agreement, dated October 16, 2006 between OWNER and CONTRACTOR in the amount of * shall suffice as advance payment and be applied to this Contract. All succeeding Progress payments shall be made in accordance with the terms set forth in the following paragraphs of this Article. Prior to submitting its first monthly Application for PaymentContract signing, Contractor CONTRACTOR shall submit a Schedule of Values for Progress Payments against which, once it has been accepted by OWNER in writing, progress payments shall be paid. The Schedule of Values for Progress Payments shall include engineering, equipment, and construction totaling the Separated Fixed Contract Price. On or before the tenth (10th) Day of each month, CONTRACTOR shall submit an itemized invoice for payment pursuant to the Schedule of Values for Progress Payments which is subject to verification and approval by OWNER. CONTRACTOR shall substantiate engineering services, procurement commitments and equipment and materials-in-progress with such additional documentation as shall reasonably be requested by OWNER. CONTRACTOR will retain and make available for tax purposes supporting detail information related to the invoice as requested by OWNER, including details of engineering and design services performed by the CONTRACTOR or its subcontractor. If required by a State of Texas Sales and Use Tax audit of OWNER, CONTRACTOR will provide OWNER with the necessary documentation supporting the amount of Sales and Use Taxes paid by CONTRACTOR. OWNER shall make payments on account of this Contract, except as otherwise provided herein, as follows: On or before the tenth (10th) Day of the following month after receipt of the invoice, OWNER shall pay the undisputed amount of the invoice, as per the Integrated Project ManagerSchedule. Provided, for their review and approvalthat OWNER shall be entitled to withhold from the final payment or immediately preceding payments, as necessary, a schedule sum, not to exceed $3,000,000. If OWNER foresees that the final payment will not equal this amount, OWNER may withhold from the immediately preceding invoice or invoices, as necessary to accumulate this sum. OWNER may retain this sum for a period of values based upon time not to exceed ninety (90) Days after Mechanical Completion, and may deduct from such sum any amounts necessary to obtain release of liens on the Contract PriceWork or complete other items required to be completed by CONTRACTOR hereunder but which remain unreleased or uncompleted after reasonable notice to CONTRACTOR. After expiration of such 90 Day period, listing OWNER will refund to CONTRACTOR any amounts remaining from such sum. Within ten (10) Days after OWNER receives CONTRACTOR’S invoice, OWNER shall notify CONTRACTOR concerning any invoiced amount that is in dispute and the major elements contractual basis for such dispute. OWNER’S payment and CONTRACTOR’S acceptance of any payment shall not be deemed to constitute a waiver by either party of amounts that are then in dispute. CONTRACTOR and OWNER shall use their reasonable efforts to resolve all disputed amounts as expeditiously as possible in accordance with the provisions of Article 8. If an invoice is not delivered by CONTRACTOR on or before the 10th of the Work and the dollar value month, payment may be withheld for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than an additional thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice Days for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested paymentinvoice which is not in compliance with the invoicing requirements in this Article 4. OWNER shall in no event make payments in excess of the contract value of labor, stating materials, equipment, services, etc., in writing progress, furnished or completed to date. CONTRACTOR agrees that monies received for the performance of this Contract shall be used primarily for labor and materials entering into Work under this Contract and said monies shall not be diverted to satisfy obligations of CONTRACTOR on other contracts. Upon receipt of the partial payments, CONTRACTOR shall furnish OWNER with such partial releases and waivers of lien from itself and its reasons therefore; subcontractors and significant suppliers as OWNER may reasonably request from time to time on labor and/or material and/or other claims. All invoices shall reference OWNER’S Contract Number and Item Number and be mailed to: TXI OPERATIONS LP 0000 XX 0000 Xxx Xxxxxxxxx, XX 00000-0000 Attention: Xxxxxxx X. Xxxxx Payments made to CONTRACTOR by OWNER hereunder shall be made by an ACH electronic payment in the following format, in order of preference: CCD+ or (3) return the Application for Payment CTX or CTP format, to the Contractor indicatingaccount of CONTRACTOR as specified on the invoice. If undisputed payments are not made as required by the Contract terms, in writing, CONTRACTOR may invoice interest at the reason for refusing prime rate of interest as published from time to approve payment. Payments of proper invoices time in the amounts approved shall be processed and paid in accordance with Section 218.735,Wall Street Journal plus one percent (1%) until paid.

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment6.1 The subcontractor, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements on execution of the Work subcontract agreement, shall plan the “work” with the contractor and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit a “Schedule of Values”, similar to Owner as part the attached, within 10 days of its Application execution of the subcontract agreement. The “Schedule of Values” shall be in sufficient detail to allow discrete inspection of the “work” performed by the contractor. 6.2 A draft “Schedule of Values” with undated percentages complete will be submitted for Payment, approval by contractor 10 days prior to the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application payment request due date specified in Section A. The “Schedule of Values” after approval along with the completed Requisition for Payment form is required to request payment for each billing cycle. The contractor will withhold retainage indicated in section A until such time as the prime contractor/owner reduces the contractor’s retainage. Compliance to the Project Manager procedure is mandatory if the subcontractor’s payments are to be processed for the respective period. The owner must issue payment to the contractor before payment is released to the subcontractor. 6.3 The contractor shall pay the subcontractor milestone or his monthly progress payments in accordance with the contractors approved “Schedule of Values” or her designeemilestones. 6.4 Progress payments or final payment(s) due and payable under this subcontract shall not bear interest or finance charges. 6.5 A “Partial Waiver and Xxxx Release” will be forwarded to the subcontractor for acknowledgment, as directed by Owner (which designee and must be notarized and returned to the contractor for all partial progress payments. Failure to provide the contractor with a fully executed “Partial Waiver and Lien Release” will result in a delay in payment. 6.6 Contractor may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Managerwithhold amounts otherwise due under this agreement, or Design Professionalany other agreement between contractor and subcontractor, shall eitherto cover contractor’s reasonable estimate of any costs or liability which contractor has incurred or may incur for which contractor may be responsible under the terms of this agreement, including, but not limited to, all costs in connection with: (1a) Indicate its approval Discharging any claims of lien or claims against the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment bond filed with respect to the Contractor indicatingwork. (b) Any claims, in writingwhether such claims have been filed or for which there is a reasonable probability a claim may be filed with respect to the work. (c) And upon the reasonable belief by the contractor, that the work which remains unfinished cannot be completed for the balance then unpaid or within the time requirements of applicable schedule. 6.7 Each request for payment shall constitute a representation by the subcontractor that the work conforms to the contract documents and to applicable laws, regulations, codes or any administrative requirements, which may apply to the work. 6.8 No payment made under this agreement shall be construed to constitute acceptance of defective design, defective work or improper materials. No payment made under this agreement shall be construed as a waiver of contractor’s right to require subcontractor to correct or replace defective and/or nonconforming design, defective and/or nonconforming work or to assess a reasonable deduction against the subcontractor for the loss of value caused by defective and/or nonconforming design or work. 6.9 The amount of each progress payment to the subcontractor shall be the amount to which the subcontractor is entitled, reflecting the percentage of completion allowed to the contractor for the “work” of this subcontractor applied to the contract sum of this subcontract, and the percentage actually retained, if any, from payments to the contractor on account of such subcontractor’s “work”, plus to the extent permitted by the contract documents, the reason amount allowed for refusing materials and equipment suitably stored by the subcontractor, less the aggregate of previous payments to approve payment. Payments of proper invoices the subcontractor, or if applicable, the amounts reflected in the amounts approved shall be processed and paid in accordance with Section 218.735,subcontractor’s schedule of values for the achievement of specific milestones.

Progress Payments. 4.1 Prior 8.1 Payments shall be made by City to submitting Program Manager for disbursement to its first Consultants and to Contractors according to the following procedure: 8.2 City shall make progress payments monthly Application for Payment, Contractor as the Project Work proceeds based on the percentage of Project work completed. Program Manager or its Construction Manager shall submit to Project Manager, for their review and approval, furnish a schedule of values based upon the Contract Price, listing the major elements summary breakdown of the Work and total GMP on the dollar value AIA form G702-G703 or in another format reasonably acceptable to City, showing the amount included therein for each element. After its approval by principal category of the Project ManagerWork, this schedule of values shall be used in such detail as the reasonably requested, to provide a basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D.determining progress payments. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to 8.3 Unless otherwise provided in the Project Manager Documents, the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis cost of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site Project Site for subsequent incorporation in the Project Work shall be included in progress payments. If approved in advance by City, payment may be similarly made for materials and equipment suitably stored off the Project Site at a location agreed upon in writing. Payment to Contractors and suppliers for materials and equipment stored on or at another locationoff the Project Site shall be conditioned upon City’s verification of the invoices, compliance with procedures satisfactory to City to establish City's title to such materials and equipment or otherwise protect City's interest, and shall include applicable insurance, storage and transportation to the Project Site for such payment materials and equipment stored off the Project Site. City may reject materials when delivered to the Project Site if materials are not in the same condition as approved in the off-site storage have been agreed to by Owner facilities. 8.4 On or before the twenty-fifth (25th) day of the month immediately preceding a month in writingwhich Program Manager will submit a Payment Request, the Application Designated City Representative, Program Manager and its Construction Manager shall meet to review a preliminary draft of such Payment Request (hereinafter referred to as a “Pencil Draw”). Program Manager shall revise the Pencil Draw in accordance with any objection or recommendation of City that is consistent with the terms of this Agreement. Such revised Pencil Draw shall be re-submitted by Program Manager to City as the Payment Request to be due on the first (1st) day of the month immediately following the month in which the Pencil Draw was first submitted to City. Program Manager shall also submit with each Payment Request a written narrative describing the basis for requesting payment for any item set forth in the Payment also Request that does not conform to instructions of City in connection with the Pencil Draw. Progress Payment Requests shall be submitted no later than the first (1st) day of each month, or the first business day of City thereafter, if the first (1st) day of the month falls on a day other than a business day of City. Program Manager shall submit appropriate waiver and release forms from each party having lien or stop notice rights in the Project with each Progress Payment Request. 8.5 Upon receipt of a payment request, City shall: 8.5.1 Review that request promptly for the purpose of determining if the payment request is a proper payment request; and 8.5.2 Return any payment request determined not to be a proper request suitable for payment to Program Manager as soon as practicable, but not later than five (5) working days after receipt. The returned request for payment shall be accompanied by a xxxx document setting forth in writing the specific reasons why the payment request is not proper. 8.6 Any progress payment that is properly submitted and not timely disputed shall be mailed to Program Manager within twenty-one (21) days of salesubmission. If a payment is not paid and is not timely disputed by City, invoice and as a direct result of that failure Program Manager is required to pay to its Consultants, vendors or other documentation warranting that Contractors additional amounts equivalent to statutory penalties, late charges or accrued interest (collectively, "late charges"), City shall pay to Program Manager those late charges in addition to the Owner has received amount unpaid (and such late charges shall result in an adjustment of the materials and equipment free and clear GMP in an amount equal to the amount of all liens, charges, security interests and encumbrances, together with the late charge). Late charges shall only be paid upon presentation to City of written evidence that the materials late charge was in fact owed and equipment are covered by appropriate property insurance paid and other arrangements a direct result of the City’s failure to protect Owner's interest thereinmake timely payment to Program Manager. 8.7 Unless otherwise provided below, all City will retain five percent (5%) of which shall be subject to the Owner's satisfaction. Thereafter, with each Application progress payments for Payment, Contractor also shall complete and submit to Owner as part construction costs until thirty-five (35) days following recordation of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date Notice of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project ManagerCompletion, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a as otherwise provided by law. City will not retain any portion of the requested paymentprogress payments reflecting professional services costs. 8.8 Except as otherwise prohibited by law, stating in writing Program Manager may elect to require City to disburse to Program Manager payments payable to its reasons therefore; Construction Manager and/or Contractors without any retention, by causing its Construction Manager or (3) return the Application for Payment affected Contractors to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid post securities in accordance with Section 218.735,California Public Contract Code §22300, which is hereby incorporated by this reference. 8.9 In accordance with law, or otherwise, City may withhold payment (in excess of retentions) or, on account of subsequently discovered evidence, nullify the whole or a part of any certificate to such extent as may be necessary to protect City from loss on account of the following (and each Design-Build Contract shall allow withholding for): 8.9.1 Defective work not in the process of being remedied and/or other disputes between City and a Contractor, or between Program Manager or Construction Manager and any Contractor.

Progress Payments. 4.1 Prior 12.1 Based upon Applications for Payment submitted to submitting its first monthly Application the Architect by the Contractor and Certificates for PaymentPayment issued by the Architect, the Owner shall make progress payments on account of the Guaranteed Maximum Price to the Contractor shall submit to Project Manager, for their review as provided below and approval, a schedule of values based upon elsewhere in the Contract Price, listing the major elements of the Work and the dollar value for Documents. 12.2 The period covered by each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier one calendar month ending on the last day of the month. 12.3 Provided an Application for Payment is received by the Architect not later than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first day of the month, 12.4 Each Application of Payment provided that shall be based Upon the Schedule of Values submitted by the Contractor has furnished Owner certified copies in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Guaranteed Maximum Price among the various portions of the receipts evidencing Work and shall be prepared in such form and supported by such data to substantiate its accuracy as the premium paid Owner may reasonably require. This Schedule shall be used as a basis for reviewing the Contractor's Applications for Payment. 12.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 12.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 12.6.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Guaranteed Maximum Price allocated to that portion of the Work in the Schedule of Values, less retainage of ten percent (10%) of the earned amount of Subcontracts but no retainage on amounts due the Contractor for self-performed work, fee, and general conditions. Pending final determination of cost to the bondsOwner of changes in the Work, amounts not in dispute may be included as provided in Subparagraph 7.3.7 of the General Conditions even though the Guaranteed Maximum Price has not yet been adjusted by Change Order. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required 12.6.2 Add that portion of the Guaranteed Maximum Price properly allocable to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably suitable stored at the site or for subsequent incorporation in the completed construction (or, if approved in advance by the Owner and Construction Manager, suitably stored off the site at another location, and such payment and storage have been a location agreed to by Owner upon in writing), without retainage. 12.6.3 Subtract the Application for Payment also shall be accompanied aggregate of previous payments made by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,: and

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each element. After its approval by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached Payments made pursuant to the Agreement for Limited Notice to Proceed, dated May 4, 2005 between OWNER and CONTRACTOR shall suffice as Exhibit D. 4.2 advance payment and be applied to this Contract. All succeeding progress payments shall be made in accordance with the terms set forth in the following paragraphs of this Article. Prior to submitting its first monthly Application Contract signing, CONTRACTOR shall submit a Schedule of Values for PaymentProgress Payments against which, Contractor once it has been accepted by OWNER in writing, progress payments shall provide be paid. The Schedule of Values for Progress Payments shall include engineering, equipment, and construction totaling the Lump Sum Contract Price. On or before the tenth (10th) Day of each month, CONTRACTOR shall submit an itemized invoice for payment pursuant to the Schedule of Values for Progress Payments which is subject to verification and approval by OWNER. CONTRACTOR shall substantiate engineering services, procurement commitments and equipment and materials-in-progress with such additional documentation as shall reasonably be requested by OWNER. CONTRARCTOR will retain and make available for tax purposes supporting detail information related to the invoice as requested by OWNER, including details of engineering and design services performed by the CONTRACTOR or its subcontractor. If required by the California Board of Equalization Sales and Use Tax audit of OWNER, CONTRACTOR will provide OWNER with the necessary documentation supporting the amount of Sales and Use Taxes paid by CONTRACTOR. OWNER shall make payments on account of this Contract, except as otherwise provided herein, as follows: On or before the tenth (10th) Day of the following month after receipt of the invoice, OWNER shall pay the undisputed amount of the invoice, as per the Project Manager Progress Schedule. Provided, that OWNER shall be entitled to withhold from the list final payment or immediately preceding payments, as necessary, a sum, not to exceed $3,000,000. If OWNER foresees that the final payment will not equal this amount, OWNER may withhold from the immediately preceding invoice or invoices, as necessary to accumulate this sum. OWNER may retain this sum for a period of its Subcontractors time not to exceed ninety (90) Days after Mechanical Completion, and materialmen submitted with its Bid showing may deduct from such sum any amounts necessary to obtain release of liens on the work and materials involved Work or complete other items required to be completed by CONTRACTOR hereunder but which remain unreleased or uncompleted after reasonable notice to CONTRACTOR. After expiration of such 90 Day period, OWNER will refund to CONTRACTOR any amounts remaining from such sum. Within ten (10) Days after OWNER receives CONTRACTOR's invoice, OWNER shall notify CONTRACTOR concerning any invoiced amount that is in dispute and the dollar amount contractual basis for such dispute. OWNER'S payment and CONTRACTOR's acceptance of each subcontract any payment shall not be deemed to constitute a waiver by either party of amounts that are then in dispute. CONTRACTOR and purchase orderOWNER shall use their reasonable efforts to resolve all disputed amounts as expeditiously as possible in accordance with the provisions of Article 8. Contractor acknowledges and agrees that any modifications to If an invoice is not delivered by CONTRACTOR on or before the list 10th of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application the month, payment may be withheld for Payment shall be submitted no earlier than an additional thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice Days for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested paymentinvoice which is not in compliance with the invoicing requirements in this Article 4. OWNER shall in no event make payments in excess of the contract value of labor, stating materials, equipment, services, etc., in writing progress, furnished or completed to date. CONTRACTOR agrees that monies received for the performance of this Contract shall be used primarily for labor and materials entering into Work under this Contract and said monies shall not be diverted to satisfy obligations of CONTRACTOR on other contracts. Upon receipt of the partial payments, CONTRACTOR shall furnish OWNER with such partial releases and waivers of lien from itself and its reasons therefore; subcontractors and significant suppliers as OWNER may reasonably request from time to time on labor and/or material and/or other claims. All invoices shall reference OWNER'S Contract Number and Item Number ____________ and be mailed to: Riverside Cement Company 3500 Porsche Way, Suite 150 P.O. Box 00000 Xxxxxxx, Xx. 00000-0000 Xxxxxxxxx: Xxxxxxx X. Xrown Payments made to CONTRACTOR by OWNER herexxxxx xxxxx xx made by an ACH electronic payment in the following format, in order of preference: CCD+ or (3) return the Application for Payment CTX or CTP format, to the Contractor indicatingaccount of CONTRACTOR as specified on the invoice. If undisputed payments are not made as required by the Contract terms, in writing, CONTRACTOR may invoice interest at the reason for refusing prime rate of interest as published from time to approve payment. Payments of proper invoices time in the amounts approved shall be processed and paid in accordance with Section 218.735,Wall Street Journal plus one percent (1%) until paid.

Progress Payments. 4.1 Prior to submitting its first monthly Application for Payment, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon pay the Contract Subcontract Price, listing less retainage in the major elements of the Work and the dollar value for each element. After its approval same percentage as may be retained by the Project ManagerOwner, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached through progress payments made pursuant to the Agreement Schedule of Values in Exhibit A. Subcontractor shall submit its application for progress payments (“Payment Application”) in a form as Exhibit D. 4.2 Prior to submitting its first monthly Application for Paymentdirected by Contractor. Payment Applications must be submitted monthly, Contractor shall provide to no later than 3 business days following the Project Manager the list last day of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approvalcurrent monthly pay period. 8.1.1 Payment Applications may be submitted only in conformance with the Schedule of Values, and only for that portion of Work that has been completed. The first Application for Payment Applications shall be submitted no earlier than thirty (30) days after the Commencement Dateto Contractor’s jobsite project office and Contractor’s Accounts Payable – Subcontracts Department at 0000 Xxxx Xxxxx Xxxx, Xxxxxxxxx, XX 00000, unless otherwise directed in writing by Contractor. Notwithstanding anything herein to the contrary, if If approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writingby Owner, said approval at Owner’s sole discretion, Owner is not required to make any payment Payment Applications may include requisitions for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, in Subcontractor's Work but delivered and suitably stored at the site or at another some other location, subject to further terms and such payment and storage have been agreed to conditions precedent as directed by Owner in writingand Contractor. The risk of loss for such materials at all times shall remain on Subcontractor. If requested by Contractor, the Application for Payment also application shall be accompanied by a xxxx forecast of salenext month’s expected payment application. 8.1.2 In consideration of each Progress Payment and as an express condition precedent to the receipt thereof, invoice Subcontractor shall provide Contractor with all documentation necessary to substantiate payment as may be requested by Contractor or other documentation warranting Owner, including: (a) An original executed unconditional waiver and release upon progress payment, certifying payment for all labor performed and materials furnished as of the last day of the preceding Payment Application period, in the forms attached as Exhibit F; (b) An original executed conditional waiver and release upon progress payment, certifying payment for all labor performed and materials furnished as of the last day of the current Payment Application period, in the forms attached as Exhibit F; (c) An original executed Certification for Request for Payment in the form attached as Exhibit H; and (d) Original unconditional and conditional waivers and releases, on the appropriate forms identified above, executed by all of Subcontractor’s suppliers, vendors, materialmen, sub-subcontractors or others, including union benefit funds, furnishing labor or materials in connection with the Project. If required by Contractor, pay quantities and daily reports shall be turned in daily to Contractor’s Project Engineer. Failure to do so may delay payment. 8.1.3 Unless Exhibit A, the Prime Contract, or governing law requires a different time, payment to Subcontractor shall be made no later than 30 days after Contractor receives its payment from Owner for the portion of Subcontractor’s Work for which Subcontractor has submitted a Payment Application. 8.1.4 If permitted by law, payment from Owner to Contractor is a condition precedent to Subcontractor’s entitlement to payment for its Work. Subcontractor is not entitled to any payment for any Work that is rejected by Owner or Contractor, or for any Work for which Owner withholds any payment to Contractor. Subcontractor and Contractor acknowledge that there is a risk that the Owner has received may breach of the materials Prime Contract by making late payments or failing to pay Contractor. The Parties will share the credit risk of Owner and equipment free and clear the risk of all liens, charges, security interests and encumbrancesnon-payment by Owner in proportion to their entitlement to payments due for their respective work, together with evidence that of all subcontractors on the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to Project. Where applicable law does not allow for the Owner's satisfaction’s prior payment to Contractor to serve as a condition precedent, then Subcontractor shall wait a reasonable period of time to receive payment so as to afford Contractor the opportunity to seek and obtain payment from Owner. Thereafter, with each Application Subcontractor is not entitled to receive payment which Contractor has not received from Owner for Payment, Contractor also shall complete and submit to Owner as part Subcontractor’s Work until the expiration of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date such reasonable period of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,time.

Progress Payments. 4.1 Prior 11.1.1 Subject to submitting its first monthly Application for Paymentthe provisions of this Article, Contractor shall submit to Project Manager, for their review and approval, a schedule of values based upon the Contract Price, listing expressed as the major Fixed Cost portion of the Contract Price as set forth on Exhibit D – Payment Schedule, shall be payable to the Vendor by Owner in monthly progress payments, for (a) Scope of Work completed by Vendor, and (b) equipment and materials delivered to Owner in accordance with the delivery terms and conditions set forth herein. Title to all equipment and materials (or part thereof) to be delivered to Owner shall pass to Owner upon the later of: (a) delivery by Vendor to the Site, or the scheduled delivery date(s) for such equipment or materials, as set forth in Exhibit G – Work Schedule, whichever is earlier; or (b) payment in full with respect to such equipment and materials (or part thereof). Notwithstanding this passage of title, Vendor must at all times prior to delivery to Owner take all commercially reasonable steps to protect and preserve the condition of all equipment, materials and products, and/or used in furtherance of Vendor’s Scope of Work. All monthly progress payments shall be credited against the Contract Price. On or before the fifth (5) Day following the last day of each Pay Period Vendor shall submit to Owner an itemized Application for Payment (each an “Application for Payment”) and a Progress Report substantiating Vendor’s right to payment for work performed during the prior Pay Period. Such application shall have partial conditional and unconditional lien waivers from Vendor and as required in Section 3.4.4 with respect to Vendor’s subcontractors and suppliers in the forms set forth in Exhibit K-1 and K-2 waiving pro tanto Vendor’s rights to file liens for all work performed and materials furnished for the payment application submitted and for all such work and material for which payment has previously been made. Applications for Payment shall include a Progress Report as of the end of the period covered by the Application for Payment. The Application for Payment shall constitute Vendor’s representation that the work has been performed consistent with the Contract Documents and has progressed to the point indicated in the Application for Payment. Owner and Vendor agree that the Exhibit D is a reasonable representation of the value of the various elements and stages of the work and of the Work Schedule upon which Vendor will request payments from Owner in respect of elements of the work as it progresses assuming timely achievement of the Work and Schedule set forth in Exhibit G. * Confidential Treatment Requested 11.1.2 As part of the dollar value for each elementContract Price, Owner shall pay Vendor, within five (5) business days following issuance of the NTP, an advance fee of [*] of the Fixed Portion of the Contract Price or [*], or in the event Owner has issued one or more LNTPs, [*] of the remaining amount of the Contract Price to be paid to Vendor, whichever is less (the “Advance Fee”). After its approval by the Project ManagerThe payment made under this subsection 11.1.2 shall not be subject to retainage, this schedule of values but shall be used applied toward and credited against the Contract Price when paid. 11.1.3 Exhibit D sets forth the payment schedule for Vendor’s Scope of Work. The payment schedule serves as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy progress payments made to Vendor throughout its performance of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bondswork. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 Prior The Fixed Subcontract Price stated in this Subcontract shall represent Subcontractor's full compensation for performing all the Work required by this Subcontract, subject to submitting adjustments as otherwise provided in this Subcontract. Contractor shall make periodic progress payments to the Subcontractor in accordance with the same terms and conditions, including retainage, as provided in the Contract Documents. Payments shall be payable to Subcontractor by the Contractor only if and to the extent Contractor has received payment therefore. Payment shall be made by Contractor to Subcontractor as soon as practical after receipt by Contractor of payment allocable to the Fixed Subcontract Price. Payment to the Subcontractor is specifically agreed not to constitute or imply acceptance by the Contractor or Contractor’s Customer of any portion of Subcontractor's Work. Before the Subcontractor submits its first monthly Application for Payment, the Subcontractor shall submit to Contractor a Certified List of Sub- Subcontractors in the form attached as Attachment 4 and a Schedule of Values in the form attached as Attachment 2. After submission of the Certified List of Subcontractors, and the Schedule of Values, Contractor shall review, and, if acceptable to Contractor, approve the completed Attachments. Subcontractor shall submit to Contractor an Application for Payment in accordance with Attachment 2, in sufficient time for Contractor to review and approve the Application and include the Application in Contractor’s application for payment. Subcontractor’s Application for Payment shall include: (1) the approved Certified List of Subcontractors; (2) the approved Schedule of Values completed in accordance with the actual completion of the Work as of the date of the Application, or through the end of the month as required by Contractor; (3) a fully executed Waiver of Liens and Claims in the form set forth as Attachment 3, and (4) fully executed Sub-Subcontractors’ Waiver of Liens and Claims in the form set forth as Attachment 3. Upon receipt of Subcontractor’s complete Application for Payment, Contractor shall have fourteen (14) days to: (1) accept the Application for Payment, (2) accept in part or reject in part the Application for Payment, or (3) reject the Application for Payment and request re- submission. If the Application for Payment is rejected in any part, Contractor shall state its reasons for the rejection. Subcontractor may re-submit its Application for Payment or part thereof to Project Manager, correct the reason for their review and approval, a schedule of values based upon the Contract Price, listing the major elements of the Work and the dollar value for each elementrejection. After its approval by the Project Manager, this schedule of values Any resubmission shall be used as completed in sufficient time for Contractor to include the basis Subcontractor’s Application for the Payment in Contractor's monthly Applications ’s application for Paymentpayment. This schedule shall be updated and submitted each month along with a completed copy Acceptance by Contractor of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement in whole or part shall not be construed in any manner as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies acceptance of the receipts evidencing Work completed by Subcontractor as in conformity with the premium paid by Contractor for the bondsContract Documents. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,

Progress Payments. 4.1 Prior Unless otherwise specified in the Notice to submitting its first monthly Application Proceed for Paymentan individual Task Work Order, the Contractor may submit invoices for progress payment no more than once each month and no less than once each calendar quarter for Work performed during such period. Invoices shall be addressed to NYSERDA, "Attention: Accounts Payable," or submitted electronically to xxxxxxxx@xxxxxxx.xx.xxx. Such invoices shall make reference to the Purchase Order number, and to the Agreement number shown in Item No. 1 on page one of this Agreement. Invoices shall be inclusive of the total project costs incurred, delineated into NYSERDA’s Funding share and the Cost-Share and Other Co-funding share, if applicable and they shall be in a format consistent with the cost categories set forth in the Task Work Order budget. Invoices shall be itemized and provide reasonable documentation for the above to provide evidence of costs incurred. If a wage rate or billing rate is used, Contractor shall submit must certify on its invoice that such rate represents the lesser of: (i) the actual rate at the time the Work was performed, and (ii) the rate listed for each such employee listed in the Task Work Order budget that are within the ranges set forth in Exhibit E. NYSERDA may adjust amounts payable to Project Manager, for their review and approval, a schedule correlate the proportion of values based upon NYSERDA’s funding share paid to the Contract Price, listing the major elements proportion of the Work and the dollar value for each elementcompleted. After its approval Proper final invoices must be paid by the Project Manager, this schedule of values shall be used as the basis for the Contractor's monthly Applications for Payment. This schedule shall be updated and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds NYSERDA prior to the first Application of Payment provided that Contractor has furnished Owner certified copies Expiration Date of the receipts evidencing the premium paid by contract. The Contractor for the bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writing, the Application for Payment also shall be accompanied notified by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid NYSERDA in accordance with Section 218.735,5.04.4 (b)(2) of NYSERDA's Prompt Payment Policy Statement, attached hereto as Exhibit D, of any such information or documentation which the Contractor did not include with such invoice. In accordance with and subject to the provisions of such Exhibit D, NYSERDA shall pay to the Contractor, within the prescribed time after receipt of an invoice for a progress payment, the amount so requested, unless NYSERDA should determine that any such payment or any part thereof is otherwise not properly payable pursuant to the terms of the Agreement or the Task Work Order budget.

Progress Payments. 4.1 Construction Contractor’s monthly Applications for Payment shall be in such form and contain such detail and backup as Owner reasonably may require. Prior to submitting its first monthly Application for Payment, Construction Contractor shall submit to Project ManagerOwner and Design Professional, for their review and approval, a schedule Schedule of values Values based upon the Contract Pricelump sum compensation to be paid Construction Contractor for Pre-Construction Phase Services hereunder, when included as part of services. After its approval by Owner, that Schedule of Values shall be used as the basis for Construction Contractor’s Applications for Payment with respect to Pre-Construction Phase Services. The approved Schedule of Values shall be updated to reflect current Change Orders and Construction Change Directives and submitted each month to Design Professional along with a completed and notarized copy of the Application for Payment form attached to the Agreement as Exhibit G. 4.2 At the time it submits its GMP proposal to Owner, Construction Contractor also shall submit to Owner and Design Professional, for their review, a revised Schedule of Values based upon the GMP proposal; all in C.S.I. format, listing the major elements of the Work and the dollar value for each element. After its approval That revised Schedule of Values, as further revised to reflect the final negotiated GMP amount and as approved by Owner, will be attached to the Project Manager, this schedule of values GMP Amendment and shall be used as the basis for the Construction Contractor's ’s monthly Applications for PaymentPayment thereafter. This schedule revised Schedule of Values shall be updated for the current month Change Orders and Construction Change Directives and submitted each month to Design Professional along with a completed and notarized copy of the Application for Payment form signed by the Contractor's authorized representative and attached to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide to the Project Manager the list of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application for Payment shall be submitted no earlier than thirty (30) days after the Commencement Date. Notwithstanding anything herein to the contrary, if approved by Owner in its sole discretion, Contractor may submit its invoice for any required Payment and Performance Bonds prior to the first Application of Payment provided that Contractor has furnished Owner certified copies of the receipts evidencing the premium paid by Contractor for the bonds.G. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed to by Owner in writingsite, the Application for Payment shall also shall be accompanied by a xxxx bill of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's ’s interest therein, all of which shall be subject to the Owner's ’s satisfaction. Thereafter, with each Application Owner has the discretion whether or not to pay for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D.such unincorporated materials. 4.4 Construction Contractor shall submit four (4) notarized original copies of its monthly Application for Payment to Design Professional on or before the Project Manager or his or her designee, 2nd day of each month for Work performed during the previous month. Invoices received after the 2nd day of each month shall be considered for payment as directed by Owner part of the next month’s application. Within seven (which designee may include the Design Professional). After the date 7) calendar days after receipt of each Application for Payment, Design Professional shall submit to Owner a Certificate for Payment is stamped in the amount recommended by Design Professional as received being due and owing Construction Contractor. Owner shall pay Construction Contractor that portion of Design Professional’s Certificate for Payment which Owner approves as being due and owing Construction Contractor within thirty (30) calendar days of Owner’s receipt of the Certificate for Payment. 4.5 Each application for payment shall contain complete backup in the form of invoices, receipts, etc. for every line item contained within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, GMP. 4.6 Owner shall either: retain ten percent (110%) Indicate its approval of the requested payment; (2) indicate its approval of only a that portion of the requested gross amount of each monthly payment request certified by Design Professional and approved by Owner for payment, stating until fifty percent completion of the Work. Upon fifty percent completion of the Work, the amount of retainage thereafter withheld by Owner from subsequent payments may be reduced to 5% of that portion of the gross amount of each monthly payment request certified by Design Professional and approved by Owner for payment at the Owner’s sole discretion. Also, after fifty percent (50%) completion of the Work has been achieved, and to the extent required by Section 218.735(8)(d), Fla. Stat., Construction Contractor may request in writing its reasons therefore; or (3) return the next monthly Application for Payment release of up to one-half of the retainage theretofore withheld by Owner prior to said fifty percent (50%) of the Work being completed. Owner reserves the right, at its sole discretion, to further reduce or release any portion of such retainage prior to final payment. Provided, however, nothing in this Section 4.5 shall preclude or limit the Owner’s right to withhold payment as otherwise permitted by the terms of the Contract Documents or as permitted by law. 4.7 Monthly payments to Construction Contractor shall in no way imply approval or acceptance of Construction Contractor’s work. 4.8 Each Application for Payment shall be accompanied by a Release and Affidavit, in the form attached to the Contractor indicatingAgreement as Exhibit F, in writingshowing that all materials, labor, equipment and other bills associated with that portion of the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and Work payment is being requested on have been paid in accordance with Section 218.735,full through the previous month’s Application for Payment. Further, Construction Contractor shall attach to each Application for Payment the monthly written MWBE status report referenced in Paragraph 41.1

Progress Payments. 4.1 A. In accordance with the terms of an Issued Work Document and this Master Subcontract Agreement, L.A. Perks promises to pay Subcontractor for full, accurate and timely performance of all work, in accordance herewith and as specified in the Work Documents. Prior to submitting its submission of Subcontractor’s first monthly Application for PaymentMonthly Payment Request, Contractor shall submit may require Subcontractor to Project Managersubmit, for their review and Contractor’s approval, a schedule of values based upon the Contract Price, payment breakdown listing the major elements of the Work work done and the dollar value for each elementvalue. After its approval by the Project ManagerThis form, this schedule of values if required, shall be used completed by Subcontractor each month to show the proportionate amount of each element completed to date and submitted to Contractor. B. Unless otherwise provided in the Work Documents, Subcontractor shall provide and pay for labor, insurance, bonds, materials/equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services and any other matters set forth in the Subcontract necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work, Subcontractor shall submit its monthly payment request on or before the 20th day of the month. Invoices received after this date will be considered as the basis for the Contractor's monthly Applications for Paymentnext succeeding month’s business. This schedule shall be updated The Subcontractor will provide a breakdown of Labor and submitted each month along with a completed copy of the Application for Payment form signed by the Contractor's authorized representative Materials. The Subcontractor will provide lien waivers (releases) from any and attached all subcontractors and suppliers to the Agreement as Exhibit D. 4.2 Prior to submitting its first monthly Application for Payment, Contractor shall provide show evidence that all amounts pertaining to the Project Manager have been paid in full. If such lien waivers (releases) are not provided, Subcontractor will accept joint checks payable to the list subcontractor and any sub-subcontractors and/ or suppliers who have performed work or provided materials for the Project in return for lien releases. All invoices submitted by the subcontractor shall be divided to show material and labor charges for the period invoiced, if so requested by Contractor. C. Contractor shall retain not less than 10% of its Subcontractors and materialmen submitted with its Bid showing the work and materials involved and the dollar gross amount of each subcontract and purchase order. Contractor acknowledges and agrees that any modifications to the list Monthly Payment Request or 10% of Subcontractors submitted with Contractor’s Bid and any subsequently identified Subcontractors are subject to Owner’s prior written approval. The first Application so much thereof as is approved for Payment payment, whichever is less; such sum shall be submitted no earlier than accumulated and not be released to Subcontractor until thirty (30) days after completion of the Commencement Date. Notwithstanding anything herein to the contraryproject. D. Provided there has been no breach , if approved by Owner in its sole discretionor default under this Master Agreement or Subcontract Agreement, Contractor may submit its invoice for any required Payment and Performance Bonds prior to shall make payment on the first Application of Payment provided that Contractor has furnished Owner certified copies latter of the receipts evidencing following dates: 1. On or before the premium paid 20th day of the following month; 2. Within five days of receipt of like payment from Owner; 3. Within five days of Subcontractor curing any breach of contract, including but not limited to having been notified of failure to perform pursuant to Article 17, notification of intent to file liens or other claims and of the filing of such license or other claims by Contractor for the sub-subcontractors and suppliers of Subcontractors, failure to provide required insurance and bonds. 4.3 Unless expressly approved by Owner in advance and in writing, said approval at Owner’s sole discretion, Owner is not required to make any payment for materials or equipment that have not been incorporated into the Project. If payment is requested on the basis of materials and equipment not incorporated into the Project, but delivered and suitably stored at the site or at another location, and such payment and storage have been agreed failure to by Owner in writing, the Application for Payment also shall be accompanied by a xxxx of sale, invoice or other documentation warranting that the Owner has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, together with evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which shall be subject to the Owner's satisfaction. Thereafter, with each Application for Payment, Contractor also shall complete and submit to Owner as part of its Application for Payment, the Stored Materials Record attached hereto and made a part hereof as Exhibit D. 4.4 Contractor shall submit its monthly Application for Payment to the Project Manager or his or her designee, as directed by Owner (which designee may include the Design Professional). After the date of each Application for Payment is stamped as received and within the timeframes set forth in Section 218.735 F.S., the Project Manager, or Design Professional, shall either: (1) Indicate its approval of the requested payment; (2) indicate its approval of only a portion of the requested payment, stating in writing its reasons therefore; or (3) return the Application for Payment to the Contractor indicating, in writing, the reason for refusing to approve payment. Payments of proper invoices in the amounts approved shall be processed and paid in accordance with Section 218.735,the terms of this Agreement. Partial Lien Waivers from each Subcontractor’s subcontractors and suppliers shall constitute satisfactory evidence that all accounts have been paid in full. Notwithstanding the forgoing, Subcontractor agrees that Contractor shall never be obligated to pay Subcontractor under any circumstances, unless and until funds are received by Contractor in full from the owner or whomever is to be paying for the work being done, less any applicable retainage, covering the work and materials for which Subcontractor has submitted a payment request, Owner’s payments to Subcontractor and Subcontractor’s right to receive payment. This paragraph shall not be construed as a time of payment clause. Subcontractor hereby acknowledges that it is assuming risk of non-payment by the owner or whomever is to be paying for the work done. This condition precedent also applies to Contractor’s obligation to pay change orders, retainage or final payment, if any and Contractor’s exercise of a right of offset shall not be a breach of any payment provision hereof, and shall not be construed as being in violation of Nevada law, Contractor shall never be obligated to pay retainage to Subcontractor until Contractor has received all of Contractor’s retainage in full. This paragraph supersedes all other provisions of this Agreement, and any conflicting language shall be modified or deemed to be consistent herewith. E. Monthly progress payments to Subcontractors shall in no way imply approval of Subcontractor’s work: F. The Subcontractor may be paid for materials stored on the jobsite, in a bonded warehouse, or at the Subcontractor’s facilities provided such payments are in accordance with the terms of the Prime Contract. In such cases insurance shall be provided with the Contractor and Owner’s names on the policy. Subcontractor shall furnish detailed inventory, including invoices for all stored materials which Subcontractor has requested payment. Payment for stored materials shall not include any profit and overhead. G. Subcontractor acknowledges and agrees that’s it failure to make timely payments to its subcontractors, laborers, material, men, suppliers or make any other payment(s) then due shall constitute breach of this Agreement. Subcontractor further acknowledges and agrees that the receipt of claims or liens by Contractor or Contractor’s Surety, or owner from Suppliers and Sub-subcontractors cause unspecified administrative costs and reputation damages to Contractor. Subcontractor agrees that it will take every measure necessary to eliminate Supplier and Sub-subcontractor claims, and as a liquidated damage, agrees to have its Subcontract or Work Release price reduced by $100.00 for each claim or lien received by Contractor, Owner, or Contractor’s Surety relating to Subcontractor’s accounts.