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ATTACHMENT Bid/Contract Documents (Plans, timelines, cost breakdowns and specifications included in bid packages to become part of the Agreement) prosecution of the Work by Contractor, or (6) other breach by Contractor of its obligations hereunder or failure by Contractor to comply with its obligations under the Agreement or hereunder (including failure to comply with the provisions of Section 1.2 and Articles III and IV of the Agreement, or failure to properly or timely submit a Request for Payment). 8.2 The acceptance of final payment by Contractor shall constitute a waiver of all claims by Contractor except those previously made in writing and still unsettled. Final payment shall not operate as a waiver of any claim by Owner under the Agreement or the other Contract Documents or affect Contractor's warranty or indemnity obligations. 8.3 Contractor acknowledges that timely closeout of the Project is of substantial importance to the Owner. Accordingly, Contractor agrees to submit its final Request for Payment (and all required backup documentation) within ninety (90) days of the issuance of the permanent use and occupancy certificate. Contractor acknowledges that delays in submission of the final Request for Payment will result in damages to the Owner that are difficult to measure. ACCORDINGL Y, CONTRACTOR AGREES THAT IN THE EVENT CONTRACTOR FAILS TO SUBMIT THE FINAL REQUEST FOR PAYMENT AND WITHIN THE 90 DAY TIME PERIOD SET FORTH IN THIS SECTION, THEN THE AMOUNT OWED BY OWNER TO CONTRACTOR SHALL BE REDUCED BY AN AMOUNT EQUAL TO TEN PERCENT (10%) OF THE THEN OUTSTANDING TOTAL BALANCE, AS LlQUIDA TED DAMAGES AND NOT AS A PENALTY. CONTRACTOR FURTHER AGREES THAT SHOULD IT FAIL TO SUBMIT THE FINAL REQUEST FOR PAYMENT (AND REQUIRED BACKUP DOCUMENTATION) WITHIN THE 90 DAY TIME PERIOD SET FORTH IN THIS SECTION, THEN CONTRACTOR SHALL BE DEEMED TO HA VE WAIVED AND RELEASED (TO THE EXTENT PERMITTED BY LA W) ANY AND ALL RIGHTS IT MA Y HA VE TO FILE A MECHANICS OR MA TERIALMENS LIEN, AND IF SUCH LIEN IS WRONGFULLY FILED, CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD OWNER HARMLESS FROM AND AGAINST ALL COSTS (INCLUDING ATTORNEYS FEES AND COURT COSTS) INCURRED BY OWNER IN CONNECTION WITH THE REMOVAL OF SAID LIEN. CONTRACTOR FURTHER AGREES THAT IF CONTRACTOR FAILS TO SUBMIT THE FINAL REQUEST FOR PAYMENT (AND REQUIRED BACKUP DOCUMENTATION) TO OWNER WITHIN THE 90 DAY PERIOD SET FORTH IN THIS SECTION, THEN WITHIN TEN DA YS AFTER RECEIPT BY CONTRACTOR OF WRITTEN NOTICE FROM OWNER SPECIFYING THE SUM OWNER IN GOOD FAITH BELIEVES TO BE DUE WITHOUT RECEIPT OF THE FINAL INVOICE (WHICH AMOUNT SHALL BE NET OF THE TEN PERCENT DEDUCTION DESCRIBED ABOVE), OWNER MAY, IN FULL SATISFACTION OF ALL SUMS DUE TO CONTRACTOR UNDER THE AGREEMENT, PAY TO CONTRACTOR AS AN AGREED UPON SETTLEMENT, THE SUM SPECIFICED IN OWNER'S WRITTEN NOTICE TO CONTRACTOR. CONTRACTOR ACKNOWLEDGES THAT THE PROVISIONS OF THIS ARTICLE VIII ARE A MATERIAL INDUCEMENT TO OWNER'S ENTERING INTO THE AGREEMENT, THAT CONTRACTOR HAS RECEIVED FULL AND ADEQUATE CONSIDERATION FOR SUCH PROVISIONS, AND THAT 128770 Form 4400158 5/04 GC