Common use of Substantial Completion Date Clause in Contracts

Substantial Completion Date. “Substantial Completion” of Landlord’s Work shall occur upon the later to occur of (a) substantial completion of construction/installation of Landlord’s Work pursuant to the Construction Documents as certified by the Contractor, with the exception of Punch List items; and (b) issuance of a temporary or permanent certificate of occupancy, final inspection sign-off, or other approval of the Town of Xxxxxxx allowing legal occupancy of the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises (“Substantial Completion Date” or “Date of Substantial Completion”); provided, however, that such acknowledgment of acceptance shall not relieve Landlord of its obligations to promptly complete all such Punch List items. Notwithstanding the foregoing, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond a period of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”), and upon the expiration of Landlord’s Latent Defect Repair Period, Landlord shall, to the extent assignable and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Work. Promptly after the Substantial Completion Date, the parties will execute an instrument in the form attached hereto as Exhibit D, confirming the Substantial Completion Date, the Commencement Date and the Expiration Date. If Landlord’s Work is not substantially complete due to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant or the delay or failure of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there shall be a Tenant Delay. In the event the Substantial Completion Date is delayed due to one or more Tenant Delays, then the Substantial Completion Date shall be modified to be the earlier of the Substantial Completion Date or the date Landlord’s Work would have been complete but for any Tenant Delays.

Substantial Completion Date. “The date of Substantial Completion” of Landlord’s Completion shall be the date (which shall not be later than June 15, 2008) the LESSOR has completed the LESSOR’S Work shall occur upon the later to occur of (a) substantial completion of construction/installation of Landlord’s Work and painting pursuant to Section 3(i) above (other than minor punch list items) and has received all the Construction Documents as certified by approvals necessary for LESSEE to use and occupy the Contractor, with the exception of Punch List items; and (b) issuance Expansion Premises for LESSEE’S intended use. If actual receipt of a temporary or permanent use and occupancy certificate is not necessary for LESSEE to use and occupy the Expansion Premises after LESSOR’S Work is complete, LESSOR agrees to use commercially reasonable efforts to obtain a certificate of occupancy, final inspection sign-off, or other approval occupancy as soon as reasonably possible thereafter. LESSOR and LESSEE shall use good faith efforts to mutually agree upon a list of minor punch list items that remain to be completed as part of the Town of Xxxxxxx allowing legal occupancy of LESSOR’S Work after the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises (“Substantial Completion Date” or “Date date of Substantial Completion”); provided. LESSOR shall complete with LESSEE’S reasonable cooperation, however, that the agreed upon minor punch list items within thirty (30) days from the date of Substantial Completion or such acknowledgment of acceptance shall not relieve Landlord of its obligations reasonable time thereafter as is necessary to promptly complete all such Punch List said punch list items. Notwithstanding the foregoingabove, in no event LESSEE shall Landlord be obligated responsible for any delays to repair latent defects, not originally listed on the Punch List, beyond a period of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”), and upon the expiration of Landlord’s Latent Defect Repair Period, Landlord shall, date which is caused by LESSEE’S failure to the extent assignable and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Workmake LESSOR’S Work decisions in a reasonably timely manner. Promptly after the Substantial Completion Date, the parties will execute an instrument in the form attached hereto as Exhibit D, confirming the Substantial Completion Date, the Commencement Date and the Expiration Date. If Landlord’s Work is not substantially complete due to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant or the delay or failure of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there LESSEE shall be a Tenant Delay. In the event the Substantial Completion Date is delayed due to one solely responsible for all costs, expenses and delays resulting from requests by LESSEE for work, quantities or more Tenant Delays, then the Substantial Completion Date shall be modified to be the earlier materials in excess of the Substantial Completion Date or the date Landlord’s Work would have been complete but for any Tenant DelaysImprovement Allowance.

Substantial Completion Date. “Substantial Completion” of Landlord’s Work shall occur upon Notwithstanding any provision in the later to occur of (a) substantial completion of construction/installation of Landlord’s Work pursuant GMP Supporting Documents to the contrary, the required date for Substantial Completion shall [NOTE-SELECT ONE: remain that stated in the Contract/ Insert if different Substantial Completion Date has been agreed: , 20 .] Name of Firm: Address: CM/GC's Federal I.D. #: Construction Documents as certified by Contractor's Board Registration No.: Signature of Authorized Representative of CM/GC Title Date DESCHUTES PUBLIC LIBRARY DISTRICT Signature of Owner’s Authorized Representative Title Date Attachment A Plans, Specifications, Supplementary Conditions of the Contract, on which the Guaranteed Maximum Price is based, pages through dated Attachment B Allowance items, pages through dated . Attachment C Assumptions and clarifications made in preparing the Guaranteed Maximum Price, pages through , dated . Attachment D Completion schedule, pages through , dated . Attachment E Alternate prices, pages _ through , dated . Attachment F Unit prices, pages through , dated . Any singular reference to Contractor, with the exception of Punch List items; and (b) issuance of a temporary or permanent certificate of occupancySurety, final inspection sign-offOwner, or other approval party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Address of Principal Place of Business): CONTRACT Effective Date of Agreement: Amount: Description (Name and Location): BOND Bond Number: Date (Not earlier than Effective Date of Agreement): Amount: Modifications to this Bond Form: Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Payment Bond to be duly executed by an authorized officer, agent, or representative. CONTRACTOR AS PRINCIPAL SURETY (Seal) (Seal) Contractor’s Name and Corporate Seal Surety’s Name and Corporate Seal By: By: Signature Signature (Attach Power of Attorney) Print Name: Title: Print Name: Title: ATTEST: ATTEST: Signature Signature Title Title 1. Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to Owner to pay for labor, materials, and equipment furnished by Claimants for use in the performance of the Town of Xxxxxxx allowing legal occupancy Contract, which is incorporated herein by reference. 2. With respect to Owner, this obligation shall be null and void if Contractor: 2.1 Promptly makes payment, directly or indirectly, for all sums due Claimants, and 2.2 Defends, indemnifies, and holds harmless Owner from all claims, demands, liens, or suits alleging non-payment by Contractor by any person or entity who furnished labor, materials, or equipment for use in the performance of the BuildingContract, provided Owner has promptly notified Contractor and Surety (at the addresses described in Paragraph 12) of any claims, demands, liens, or suits and tendered defense of such claims, demands, liens, or suits to Contractor and Surety, and provided there is no Owner Default. 3. It With respect to Claimants, this obligation shall be null and void if Contractor promptly makes payment, directly or indirectly, for all sums due. 4. Surety shall have no obligation to Claimants under this Bond until: 4.1 Claimants who are employed by or have a direct contract with Contractor have given notice to Surety (at the addresses described in Paragraph 12) and sent a copy, or notice thereof, to Owner, stating that a claim is mutually agreed that if being made under this Bond and, with substantial accuracy, the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy amount of the Premisesclaim. 4.2 Claimants who do not have a direct contract with Contractor: 1. Have furnished written notice to Contractor and sent a copy, thenor notice thereof, to Owner, within 90 days after having last performed labor or last furnished materials or equipment included in such eventthe claim stating, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession with substantial accuracy, the amount of the Premises claim and the name of the party to whom the materials or equipment were furnished or supplied, or for whom the labor was done or performed; and 2. Have either received a rejection in whole or in part from Contractor, or not received within 30 days of furnishing the above notice any communication from Contractor by which Contractor had indicated the claim will be paid directly or indirectly; and 3. Not having been paid within the above 30 days, have sent a written notice to Surety (“Substantial Completion Date” at the address described in Paragraph 12) and sent a copy, or “Date of Substantial Completion”); provided, however, that such acknowledgment of acceptance shall not relieve Landlord of its obligations to promptly complete all such Punch List items. Notwithstanding the foregoing, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond a period of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”), and upon the expiration of Landlord’s Latent Defect Repair Period, Landlord shallnotice thereof, to the extent assignable Owner, stating that a claim is being made under this Bond and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Work. Promptly after the Substantial Completion Date, the parties will execute an instrument in the form attached hereto as Exhibit D, confirming the Substantial Completion Date, the Commencement Date and the Expiration Date. If Landlord’s Work is not substantially complete due to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant or the delay or failure of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there shall be enclosing a Tenant Delay. In the event the Substantial Completion Date is delayed due to one or more Tenant Delays, then the Substantial Completion Date shall be modified to be the earlier copy of the Substantial Completion Date or the date Landlord’s Work would have been complete but for any Tenant Delaysprevious written notice furnished to Contractor.

Substantial Completion Date. “Substantial Completion” Subject to the provisions of Section 26.J. and Exhibit B hereof, Landlord agrees that it will substantially complete Landlord’s Work shall occur upon as defined in Exhibit B hereof on or before the later to occur date which is ninety (90) days from the date of (a) substantial completion mutual execution and delivery of construction/installation of Landlord’s Work pursuant to the Construction Documents as certified by the Contractor, with the exception of Punch List items; and (b) issuance of a temporary or permanent certificate of occupancy, final inspection sign-off, or other approval of the Town of Xxxxxxx allowing legal occupancy of the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises this Lease (“Substantial Completion Date”). “Substantially Complete” or and “Date of Substantial Completion”); provided, however, that such acknowledgment of acceptance ” have the meaning set forth in Exhibit B. The Substantial Completion Date shall not relieve Landlord of its obligations to promptly complete all such Punch List items. Notwithstanding the foregoing, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond deemed automatically extended by a period equivalent to any additional time required therefor caused by Tenant’s (i) changes in the Workletter, (ii) failure to specify finishes within the time set forth in Exhibit B, or (iii) interference with Landlord’s timely performance of one Landlord’s Work. The foregoing are hereinafter referred to as “Tenant Delays”. In the case of a Change Order (1) year after as defined in Exhibit B), the parties shall evidence any delay in the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”)at the time of entering into the signed Change Orders described in this Section 5, and upon which Change Orders shall contain the expiration of Landlord’s Latent Defect Repair Period, Landlord shall, to the extent assignable and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Work. Promptly after the new estimated Substantial Completion Date. With respect to Tenant’s failure to timely select finishes, the parties will execute an instrument in the form attached hereto as Exhibit D, confirming the Substantial Completion Date, the Commencement Date and the Expiration Date. If Landlord’s Work is not substantially complete due to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant or the delay or failure extension of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there shall be a Tenant Delay. In the event the Substantial Completion Date is delayed due to one or more Tenant Delays, then the Substantial Completion Date shall be modified to be automatic and proportionate, based upon the earlier number of days in excess of three (3) business days from request for either approval or selection of finish items until Landlord’s receipt of written confirmation of the Substantial Completion Date or same. Any claim of interference with the date performance of Landlord’s Work would have been complete but for any Tenant Delaysshall be made in writing. Landlord’s Work shall comply with applicable codes including, without limitation, the Americans with Disabilities Act, to the extent the same relate hereto.

Substantial Completion Date. “Substantial Completion” of Landlord’s Work shall occur upon the later to occur of (a) substantial completion of construction/installation of Landlord’s Work pursuant to the Construction Documents as certified by the Contractor, with the exception of Punch List items; and (b) issuance of a temporary or permanent certificate of occupancy, final inspection sign-off, or other approval of the Town of Xxxxxxx allowing legal occupancy of the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises (The “Substantial Completion Date” or (for purposes of Section 3.01(b) of the Lease) shall mean the date on which the Landlord has “Date of Substantial Completion”); provided, however, that such acknowledgment of acceptance shall not relieve Landlord of its obligations to promptly complete all such Punch List items. Notwithstanding substantially completed” the foregoing, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond a period of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”), and upon the expiration of Landlord’s Latent Defect Repair Period, Landlord shall, to the extent assignable and upon written request of Tenant, assign to Initial Tenant any surviving warranties relating to Landlord’s Work. Promptly after the Substantial Completion Date, the parties will execute an instrument in the form attached hereto as Exhibit D, confirming the Substantial Completion Date, the Commencement Date and the Expiration Date. If Landlord’s Work is not Landlord shall use reasonable efforts to substantially complete due to any special equipmentthe Initial Tenant Work on or before January 10, fixtures or materials, changes, alterations or additions requested by Tenant or the delay or failure of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there shall be a Tenant Delay2018. In the event that the Substantial Completion Date is delayed beyond January 15, 2018 (other than due to one or more a Tenant DelaysDelay, as defined below), then the “Rent Commencement Date” set forth in Section 1.04 of the Lease shall be delayed by one day for each day of such delay by Landlord in achieving the Substantial Completion Date after January 15, 2018. For purposes hereof, “substantially complete” and “substantial completion” shall mean that (i) the Initial Tenant Work by Landlord under this Paragraph C.2 has been completed, other than minor punchlist-type items the completion of which will not unreasonably delay or interfere with Tenant’s occupancy of the Premises for the regular conduct of business (“Punch-List Items”), (ii) a temporary certificate of occupancy (as evidenced by obtaining all governmental sign-offs on the building permit for the Initial Tenant Work sufficient to permit occupancy of the Premises) or a permanent certificate of occupancy shall have been obtained for the Premises (which temporary or permanent certificate of occupancy shall not have any conditions that would restrict or prohibit the use of the Premises for the Permitted Uses), (iii) the HVAC and other mechanical, electrical, plumbing, and life safety systems serving the Premises are in good working order (subject to any Punch-List Items), and (iv) the Premises are free of Landlord’s construction-related materials, debris, and trash (other than due to Tenant’s entry under Paragraph C.3 below). The foregoing provisions shall be modified self-operative, but in confirmation thereof at Landlord’s request Tenant shall execute and deliver an instrument confirming the date on which substantial completion of such work occurred, provided that any failure by Tenant to be execute and return such confirmatory instrument (or to provide written objection identifying the earlier elements of the Substantial Completion Date or work that Tenant claims must be completed in order to achieve substantial completion of such work) within three (3) Business Days after its delivery to Tenant shall be deemed Tenant’s acknowledgement that the applicable work was substantially complete on the date Landlord’s Work would have been complete but for any Tenant Delaysset forth in such instrument.

Substantial Completion Date. “StadCo shall act in accordance with the Project Administration Standard to seek to cause Substantial Completion” of Landlord’s Work shall occur upon the later Completion to occur of on or before March 1, 2017, as extended for GWCCA Caused Delay or Force Majeure (a) substantial completion of construction/installation of Landlord’s Work pursuant to such date as so extended, the Construction Documents as certified by the Contractor, with the exception of Punch List items; and (b) issuance of a temporary or permanent certificate of occupancy, final inspection sign-off, or other approval of the Town of Xxxxxxx allowing legal occupancy of the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises (“Substantial Completion Date” ”) and deliver or “Date cause to be delivered to the GWCCA the Certificate of Substantial Completion”); provided, howeverwhich has been executed by the Lead Architect, certifying that Substantial Completion has been achieved, along with such acknowledgment documentation as is necessary (or as the GWCCA may reasonably require) to substantiate same and the date of acceptance shall not relieve Landlord of its obligations Substantial Completion. If, at any time after September 1, 2016, XxxxXx proposes to promptly complete all such Punch List items. Notwithstanding (i) make any change to the foregoingMaster Project Schedule, (ii) make any change to the NSP Budget or (iii) approve any Change Order, and, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond a period case of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”i), and upon the expiration of Landlord’s Latent Defect Repair Period(ii) or (iii), Landlord shall, to the extent assignable and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Work. Promptly after such change or approval will result in a material change in the Substantial Completion Date, then prior to making any such change or granting such approval, StadCo will obtain the parties will execute an instrument written approval of the GWCCA. Notwithstanding anything to the contrary contained in this Project Development Agreement or any other Project Document, in the form attached hereto event Substantial Completion does not occur on or before June 30, 2019, as Exhibit Dextended by GWCCA Caused Delay or Force Majeure, confirming the GWCCA shall have the option to terminate this Project Development Agreement and the other Project Documents by delivery of written notice thereof to StadCo within thirty (30) days after June 30, 2019, as so extended. Upon any such termination by the GWCCA, the Parties shall have no further rights, obligations or liabilities under this Project Development Agreement or the other Project Documents (except as otherwise set out in this Project Development Agreement or any of the other Project Documents). At the request of XxxxXx, if the GWCCA agrees that Substantial Completion has been achieved, the GWCCA will deliver to StadCo written evidence of the GWCCA’s concurrence that Substantial Completion has been achieved. XxxxXx agrees to give prompt written notice to the GWCCA of any claim of GWCCA Caused Delay or Force Majeure and the reasons for such claim within thirty (30) days after the event giving rise to such claim and the reason for such claim. Except to the extent StadCo fails to act in accordance with the Project Administration Standard, the GWCCA shall not have any remedy or claim against StadCo for the failure to achieve Substantial Completion by the Substantial Completion Date, the Commencement Date and the Expiration Date. If Landlord’s Work is not substantially complete due to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant or the delay or failure of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there shall be a Tenant Delay. In the event the Substantial Completion Date is delayed due to one or more Tenant Delays, then the Substantial Completion Date shall be modified to be the earlier of the Substantial Completion Date or the date Landlord’s Work would have been complete but for any Tenant Delays.

Substantial Completion Date. “When CONTRACTOR considers that the Work, or portion thereof designated by the CA pursuant to Section 6.4 herein, has reached Substantial Completion” , CONTRACTOR shall so notify CA, PMO, CPM and Consultant in writing with a comprehensive list of Landlord’s items to be completed or corrected by CONTRACTOR. CPM and Consultant shall then promptly in accordance with Division 1 Specifications make a preliminary inspection of the Work. When CPM, on the basis of the preliminary inspection, determines that the Work or designated portion thereof is substantially complete, PMO will notify the CA. CA shall occur upon the later to occur of (a) substantial completion of construction/installation of Landlord’s Work pursuant to the Construction Documents as certified by the Contractorthen, with the exception PMO, CPM, Consultant and CONTRACTOR, perform the CA’s Substantial Completion Inspection. At the completion of the CA’s Substantial Completion Inspection, the CPM shall issue a Substantial Completion Inspection Report determining whether Substantial Completion has been achieved; such report shall include a Substantial Completion Punch List items; and (b) issuance List. 6.3.1 When the CA’s Substantial Completion Inspection has determined that Substantial Completion of a temporary or permanent certificate of occupancy, final inspection sign-offthe Work, or other approval a portion thereof, has been achieved, the CPM shall prepare a Certificate of the Town of Xxxxxxx allowing legal occupancy of the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises (“Substantial Completion Date” or “Date of Substantial Completion”); provided, however, that such acknowledgment of acceptance shall not relieve Landlord of its obligations to promptly complete all such Punch List items. Notwithstanding the foregoing, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond a period of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”), and upon the expiration of Landlord’s Latent Defect Repair Period, Landlord shall, to the extent assignable and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Work. Promptly after the Substantial Completion Date, the parties will execute an instrument in the form attached hereto in the Division 1 Specifications for execution by the Parties. The Certificate of Substantial Completion shall state: 1) the Date of Substantial Completion; 2) the responsibilities of COUNTY and CONTRACTOR for security, maintenance, utilities, damage to the Work; 3) indicate that Form 5 Notice of Work Completion (form located in the OCIP Insurance Manual attached hereto as Exhibit D, confirming 6) has been sent to the Owner Controlled Insurance Program (OCIP) Administrator; and 4) list all work yet to be completed (Substantial Completion Punch List) to satisfy the requirements of the Contract Documents for Final Completion. CPM shall prepare and be responsible for obtaining signature of CONTRACTOR on the Certificate of Substantial Completion. PMO shall deliver the executed Certificate of Substantial Completion to the CA for CA's approval or rejection. 6.3.2 The failure to include any items of corrective work on the Substantial Completion Date, Punch List does not alter the Commencement Date and responsibility of CONTRACTOR to complete all of the Expiration Date. If Landlord’s Work is not substantially complete due in accordance with the Contract Documents. 6.3.3 Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. 6.3.4 As-built drawings shall be submitted by CONTRACTOR to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant CPM within 30 calendar days of Substantial Completion or the delay or failure CA may withhold payment of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there shall be a Tenant Delay. In all pending and future invoices until the event the Substantial Completion Date is delayed due to one or more Tenant Delays, then the Substantial Completion Date shall be modified to be the earlier of the Substantial Completion Date or the date Landlord’s Work would have been complete but for any Tenant Delaysas-built drawings are provided.

Substantial Completion Date. “Substantial Completion” of Landlord’s Work Lessee shall occur upon the later to occur of (a) substantial completion of construction/installation of Landlord’s Work pursuant to the Construction Documents as certified by the Contractor, with the exception of Punch List items; and (b) issuance of a temporary or permanent certificate of occupancy, final inspection sign-off, or other approval of the Town of Xxxxxxx allowing legal occupancy of the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises (premises from lessor upon the Substantial Completion Date, subject to completion of punch list items as provided in this Section. The term “Substantial Completion Date” or “Date of Substantial Completion”); provided, however, means the date when Lessor notifies Lessee in writing that such acknowledgment of acceptance shall not relieve Landlord of its obligations to promptly complete all such Punch List items. Notwithstanding (i) Lessor's Work has been substantially completed in accordance with the foregoing, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond a period of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”)Final Plans, and upon (ii) a temporary certificate of occupancy has been issued by the expiration governmental entity having jurisdiction over the Premises which allow Lessee to possess and use the Premises for the intended purposes, including, without limitation, full occupancy of Landlord’s Latent Defect Repair Periodthe Premises by staff and students. Prior to acceptance of the Premises, Landlord shallLessee and Lessor shall conduct a walk-through and identify punch list items of unfinished work and defects to be completed or corrected by Lessor, and Lessor shall make commercially reasonable efforts to the extent assignable and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Work. Promptly complete such items within 45 days after the Substantial Completion Date. Lessee shall have a period of fifteen (15) days following the Substantial Completion Date to add to the punch list. Lessor shall promptly cause all punch list items to be completed or corrected. However, completion of all punch list items is not a condition precedent to the parties Substantial Completion Date and will execute an instrument in the form attached hereto as Exhibit D, confirming not delay the Substantial Completion Date. Upon the completion of the punch-list items by Lessor to the reasonable satisfaction of Lessee, the Commencement Date and the Expiration Date. If Landlord’s Work is not substantially complete due to any special equipment, fixtures or materials, changes, alterations or additions requested by Tenant or the delay or failure of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there Lessee shall be a Tenant Delaydeemed to have accepted the Premises in good and satisfactory condition. In the event the The Substantial Completion Date is delayed due estimated to one be June 1, 2023. On or more Tenant Delaysbefore the Rent Commencement Date, then Lessor shall deliver notice to Lessee of the Substantial Completion Date actual costs incurred by Lessor in completing the Lessor’s Work, including the actual amount of all costs and expenses specified and actually incurred under the Budgeted Final Costs, and shall provide Lessee with Lessor’s calculation of such costs (the “Final Costs”) which shall be modified subject to be adjustment as provided in the earlier of the Substantial Completion Date or the date Landlord’s Work would have been complete but for any Tenant DelaysLease.

Substantial Completion Date. “When the DBT considers the Work, or portion thereof, has achieved Substantial Completion” , the DBT shall notify the CA, CPM and PMO in writing, in accordance with the requirements in (Exhibit C, Division 1 General Requirements, Section 13, “Use of Landlord’s Completed Portions”). The CPM shall then promptly make a preliminary inspection of the Work. When the CPM, on the basis of the preliminary inspection, determines that the Work or designated portion thereof is substantially complete, CPM will notify the PMO and CA. CA shall occur upon the later to occur of (a) substantial completion of construction/installation of Landlord’s Work pursuant to the Construction Documents as certified by the Contractorthen, with the exception CPM, PMO and the DBT, perform the CA’s Substantial Completion inspection. At the completion of Punch List items; the CA’s Substantial Completion inspection, the CPM shall issue a Substantial Completion inspection report determining whether Substantial Completion has been achieved and (b) issuance a Substantial Completion punch list. 4.11.1 When the CA’s Substantial Completion Inspection has determined that Substantial Completion of the Work, or a temporary or permanent portion thereof, has been achieved, the CPM shall prepare a certificate of occupancy, final inspection sign-off, or other approval of the Town of Xxxxxxx allowing legal occupancy of the Building. It is mutually agreed that if the Punch List or any revised Punch List consists only of items which would not materially impair Tenant’s use or occupancy of the Premises, then, in such event, Tenant will acknowledge in writing that Landlord’s Work is complete and accept possession of the Premises (“Substantial Completion Date” or “Date of Substantial Completion”); provided, however, that such acknowledgment of acceptance shall not relieve Landlord of its obligations to promptly complete all such Punch List items. Notwithstanding the foregoing, in no event shall Landlord be obligated to repair latent defects, not originally listed on the Punch List, beyond a period of one (1) year after the Substantial Completion Date (“Landlord’s Latent Defect Repair Period”), and upon the expiration of Landlord’s Latent Defect Repair Period, Landlord shall, to the extent assignable and upon written request of Tenant, assign to Tenant any surviving warranties relating to Landlord’s Work. Promptly after the Substantial Completion Date, the parties will execute an instrument in the form attached hereto as Exhibit Din Division 1 General Requirements. The certificate of Substantial Completion shall state: 1) the date of Substantial Completion; 2) the responsibilities of COUNTY and the DBT for security, confirming maintenance, payment for utilities, maintenance of utility service, damage to the Work, and insurance; and 3) list all work yet to be completed (Substantial Completion punch list) to satisfy the requirements of the Contract Documents for Final Completion. 4.11.2 The failure to include any items of corrective work on the Substantial Completion Date, punch list does not alter the Commencement Date and responsibility of the Expiration Date. If Landlord’s DBT to complete all of the Work is not substantially complete due to any special equipment, fixtures or materials, changes, alterations or additions requested in accordance with the Contract Documents. 4.11.3 Warranties required by Tenant or the delay or failure Contract Documents shall commence on the date of Tenant in supplying information or approving or authorizing any applicable plans, specifications, estimates or other matters, or any other act or omission of Tenant, then there shall be a Tenant Delay. In the event the Substantial Completion Date is delayed due to one or more Tenant Delays, then the Substantial Completion Date shall be modified to be the earlier of the Work or designated portion thereof unless otherwise provided in the certificate of Substantial Completion Date or the date Landlord’s Work would have been complete but for any Tenant DelaysCompletion.