Page 11 - Villas at Savona Close-out Manual

3.2 LATE PAYMENTS. Late payments by the ASSOCIATION shall be subject to interest charges of
One and a half (1.5 %) Percent per month (or the maximum percentage allowed by law, whichever is
lower) except any portion of the invoiced amount in dispute and resolved in favor of the
ASSOCIATION. Application of the percentage rate indicated above as a consequence of the
ASSOCIATION’S late payment does not constitute any willingness on the ARCM’S part to finance
the ASSOCIATION’S operation, and no such willingness should be inferred.

3.3 QUESTIONED AND DISPUTED BILLINGS. Questions on billing must be made within ten (10)
days and submitted in writing within the ten-day (10-day) period. If the ASSOCIATION does not
submit such questions or claims of dispute in writing within the ten-day (10-day) period, the
ASSOCIATION has waived their right for future review of the invoices and all sums are due and
payable pursuant to the terms of this Agreement. In the event that any portion of a billing is disputed,
payment shall be made on all undisputed amounts per the dates and terms cited in the BILLING AND
PAYMENT DATES section of this Agreement. Any dispute about any portion of a billing shall not
waive the requirement for timely payment of undisputed amounts. The ARCM shall be informed in
writing, within fifteen (15) calendar days of the receipt of the billing, and indicate the following: a)
specific identification of any disputed billing amount, b) reason(s) amount is disputed, c) contract
clause that is the basis of the dispute. If the ARCM is not informed accordingly in writing with the
time specified all billed sums are assumed to be due and payable. Any late payments are subject to
the interest charges stated in the LATE PAYMENTS section of this Agreement.

3.4 RIGHT TO STOP WORK. If the ASSOCIATION fails to pay undisputed billed amounts in
accordance with the terms of this Agreement, the ARCM may, without waiving any other rights, and
without incurring any liability to the ASSOCIATION, suspend or terminate this Agreement for cause.
In the event of such suspension or termination, the ASSOCIATION shall be liable for any and all
additional costs incurred by the ARCM related to or caused by the suspension or termination.

ARTICLE 4. CHANGES

4.1 PROCEDURE FOR CHANGES. Neither this Agreement nor the Work shall be added to, deleted
from, or modified in any way except by a Change Order or Authorization to Proceed in writing signed
by both parties indicating their mutual consent. Any changes shall contain provisions for payment of
all additional sums due, including additional general conditions, overhead, and profit. If justified by
the change and requested by the ARCM, and if a fixed amount of time has been allocated for the
ARCM'S Work, such changes shall also include an extension of the allowable time for the completion
of the Work and additional costs associated with that extended time. The ARCM shall be under no
obligation to proceed with any additional, extra, or changed Work unless a written change document
has been fully executed by both parties.

4.2 UNFORESEEN OR UNFORESEEABLE CONDITIONS. The ARCM shall take reasonable steps to
become familiar with those Project conditions which may affect the total cost and duration of the
contemplated reconstruction Work. The ARCM shall make a reasonable effort to notify the
ASSOCIATION in advance of potential Project conditions not reasonably foreseen, or foreseeable, or
precisely quantifiable, or that otherwise are beyond the ARCM’S control, and shall suggest
reasonable ASSOCIATION’S budget contingencies for such potential conditions. If such conditions
are encountered during the performance of the ARCM’S Work, they shall be considered Unforeseen
or Unforeseeable Conditions, and this Agreement shall be changed and charged pursuant to article 4.1

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2015 JWC ARCM POST LIT License ROC 190300 KB-1