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Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims,
<br />security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or
<br />entities making a claim by reason of having provided labor, materials and equipment relating to the Work.
<br />§ 9.4 CERTIFICATES FOR PAYMENT
<br />§ 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue
<br />to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines
<br />is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding
<br />certification in whole or in part as provided in Section 9.5.1.
<br />§ 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner,
<br />based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the
<br />best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that
<br />the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to
<br />an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of
<br />subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion
<br />and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further
<br />constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance
<br />of a Certificate for Payment will not be a representation that the Architect has (I) made exhaustive or continuous on-
<br />site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques,
<br />sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers
<br />and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to
<br />ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.
<br />§ 9.5 DECISIONS TO WITHHOLD CERTIFICATION
<br />§ 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary
<br />to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot
<br />be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the
<br />Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised
<br />amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to
<br />make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of
<br />subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to
<br />such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor
<br />is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of
<br />.1 defective Work not remedied;
<br />.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless
<br />security acceptable to the Owner is provided by the Contractor;
<br />.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or
<br />equipment;
<br />.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
<br />.5 damage to the Owner or a separate contractor;
<br />.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the
<br />unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;
<br />or
<br />,7 repeated failure to carry out the Work in accordance with the Contract Documents.
<br />§ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts
<br />previously withheld.
<br />§ 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option,
<br />issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the
<br />Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the
<br />Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such
<br />payment on the next Certificate for Payment.
<br />§ 9.6 PROGRESS PAYMENTS
<br />§ 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and
<br />within the time provided in the Contract Documents, and shall so notify the Architect.
<br />snit AIA Document A201" —2007. Copyrighted 1888, 1911, 1915,1918,1925, 1937,1951,1958, 1961, 1963, 1966,1970,1976, 1987, 1997 and 2007 by The American
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