Exhibit CDS chedule of Values Pay Request

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							   INSTRUCTIONS FOR COMPLETING EXHIBITS C & D

Please follow the following instructions for completing draw requests. Failure to follow these
instruction will result in a delay in receiving payment for your work.


It is suggested that you print out these instructions along with the sheets labeled Exhibit C-1
Example, Exhibit D-1 Example, and Subsequent Exhibit C Example for reference when completing
the Schedule of Values.


1- Schedule of Values: refer to the sheet labeled "Exhibit C-1 Example" for completing the Schedule of
   Values. Complete steps 1-5 on the sheet labeled "Exhibit C-1". If there have been any APPROVED
   change orders during the billing period then steps 6-9 will also need to be completed. If there have been
   no APPROVED change orders then steps 6-9 can be skipped. Once you have completed the previous
   mentioned steps, SAVE YOUR WORK to a folder on your computer.
2- First Payment Request: refer to the sheet labeled "Exhibit D-1 Example" for completing the payment
   request. Input the amount owing to each 2nd Tier Subcontractor or Supplier along with the
   corresponding Company name as shown. Once you have input this information, print out both sheets
   Exhibit C-1 and Exhibit D-1 and SAVE YOUR WORK. As you can see, each payment request will
   require both an Exhibit C and Exhibit D. For each billing period both an Exhibit C and Exhibit D have
   been provided and color coded and numbered to help you keep track of each billing period. Exhibit D
   will need to be signed and notarized prior to submitting to Velocity. Once Exhibit D has been signed and
   notarized, submit both Exhibit C and Exhibit D to Velocity along with all the lien waivers. The fax
   number is located on Exhibit C.
3- Subsequent Payment Requests: refer to the sheet labeled "Subsequent Exhibit C Example" for
   instructions on completing subsequent Payment Requests. For Payment Request number 2 use the
   sheet labeled Exhibit C-2. For Payment Request number 3 use the sheet labeled Exhibit C-3, and so
   on. Complete Steps 1 and 2. If there have been any APPROVED change orders for the current or prior
   billing periods then steps 3-6 will also need to be completed. If there have been no APPROVED change
   orders then steps 3-6 can be skipped. Once you have completed the previous mentioned steps, print
   out both Exhibit C and Exhibit D and SAVE YOUR WORK. Exhibit D will need to be signed and
   notarized prior to submitting to Velocity. Once Exhibit D has been signed and notarized, submit both
   Exhibit C and Exhibit D to Velocity along with all the lien waivers. The fax number is located on Exhibit
   C.


If you experience problems completing the Schedule of Values and Payment Request feel free to give
Robert a call. You can reach him at 435-586-0843. Don't delay on submitting your payment requests or you
may experience a delay in getting paid.
                                                                 EXHIBIT C
                                                                                                              Exhibit C-1 Example
                                                         SCHEDULE OF VALUES
                                                               Step 1-Enter Project Name
PROJECT # / NAME:         Project X                                                                                SUBMIT TO:
                                                                                                                   Velocity Homes, Inc.
SUBCONTRACTOR :           XYZ Construction                    Step 2-Enter Subcontractor's                         P.O. Box 1977
                                                              Name                                                 Cedar City, Utah for the
                                                                                                            Step 4-Enter the end date84720 billing period.
PAYMENT REQUEST NO.: 1                                                                                             Phone: 435-586-0843
                                                                                                            Although the Pay Request has to be submitted
                                                                                                                   Fax: 435-586-4968
                                                                                                            by the 20th of each month, work can be billed
PERIOD FROM:                              1-Apr-08                     TO                30-Apr-08
                                                                                                            up to the end of the month
          Step 3-Enter the
          beginning date for the
      A                               B                                 C               D             E                  F                       G
          billing period                                                                 VALUE OF WORK COMPLETED
   ITEM NO.               DESCRIPTION OF WORK                     SCHEDULED          FROM                            TOTAL                       %
                                                                      VALUE        PREVIOUS     THIS PERIOD         TO DATE                  COMPLETE
                                                                                 APPLICATIONS                         (D+E)                    (F/C)
      1         Footings                                          $ 2,000.00                    $    2,000.00 $         2,000.00                 100.00%
      2         Walls                                             $ 8,000.00                    $    8,000.00 $         8,000.00                 100.00%
      3         Interior Concrete Slab                            $ 9,000.00                    $    6,000.00 $         6,000.00                  66.67%
      4         Suspended Concrete Slab                           $ 15,000.00                                    $           -                     0.00%
      5         Exterior Concrete                                 $ 5,000.00                                     $           -                     0.00%
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                Step 5-Enter the$value for -                  #DIV/0!
                                                                                                work completed$in the        -                #DIV/0!
                                                                                                                 $
                                                                                                current billing period       -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                           This amount should equal the                          $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                            Original Contracted amount
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                                                                                                                 $           -                #DIV/0!
                SUBCONTRACT AMOUNT                                $ 39,000.00        $         -     $   16,000.00   $     16,000.00              41.03%
                                                                 *EXHIBIT D LINE 1
   ITEM NO.     APPROVED CHANGE ORDERS
      1         8' Foundation Walls to 10' Walls                  $   1,300.00                       $    1,300.00    $     1,300.00            100.00%
                                                                                                                      $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
Step 6-Enter the Item         Step 7-Describe the work to         Step 8-Enter the Value for         Step 9-Enter the$value for -             #DIV/0!
Number for APPROVED           be done for each APPROVED           work to be done for each           work completed$in the       -            #DIV/0!
Change Orders for the         Change Order item number            item                               current billing period
                                                                                                                      $          -            #DIV/0!
current billing period                                                                                                $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
                                                     APPROVED Change Orders are those that
                                                                                                                      $          -            #DIV/0!
                                                     have been signed by both the Owner and
                                                                                                                      $          -            #DIV/0!
                                                     Contractor                                                       $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
                                                                                                                      $          -            #DIV/0!
                APPROVED CHANGE ORDER(S)                          $   1,300.00       $         -     $    1,300.00   $       1,300.00            100.00%
                                                                 ** EXHIBIT D LINE 2


                ADJUSTED SUBCONTRACT AMOUNT                       $ 40,300.00        $         -     $   17,300.00   $     17,300.00              42.93%
                                                                 ***EXHIBIT D LINE 3                                 **** EXHIBIT D LINE 4




                                                        445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                                                        EXHIBIT D
                                                           PAY REQUEST & CONDITIONAL LIEN RELEASE                                                Exhibit D Example
PROJECT # / NAME:                            Project X

SUBCONTRACTOR :                              XYZ Construction

PAYMENT REQUEST NO.:                                         1

PERIOD FROM:                                             1-Apr-08                          TO                          30-Apr-08

STATEMENT OF CONTRACT VALUE


1. Original Subcontract Amount *                                          $                     39,000.00

2. Approved Change Orders (net) (Add/Deduct) **                           $                      1,300.00

3. Adjusted Subcontract Amount to Date ***                                $                     40,300.00
                                                                                                                   P.M. Approval

PROGRESS BILLING

4. Work Completed Subcontract Amount           43%        to date ****    $                     17,300.00
                                                                                                                   P.M. Approval
5. Less Retention to Date                       0%                        ($                         0.00 )

6. Total Work Less Retention                                              $                     17,300.00

7. Less Previous Payments                                                 ($                         0.00 )

8. AMOUNT DUE THIS REQUEST                                                $                     17,300.00                                    Input 2nd Tier Subcontractor / Supplier lien
                                                                                                                                             waiver amounts and Company Names. A lien
9. Less Amount Owed to 2nd Tier Subcontractor / Supplier                  ($                     3,567.59 ) Concrete Suppliers Inc.
                                                                                                                                             waiver will need to be acquired for each
                                                                          ($                         0.00 ) ABC Inc.                         company you have listed on Exhibit H. Even if
                                                                          ($                                )                                no amount is owing, a signed waiver needs to
                                                                                                                                             be attached and listed on Exhibit D.
                                                                          ($                                )

(Requests are due by the 20th of the Month)
Schedule of Values Must Accompany This Request (Exhibit C)


                                                                           CERTIFICATE OF THE SUBCONTRACTOR
      To the extent provided below, this document becomes effective to release and the undersigned is considered to waive any notice of lien
or right under Utah Code Ann., Title 38, Chapter 1, Mechanic's Liens, or any bond right under Utah Code Ann., Title 14, Contractor's Bonds,
 or Section 63-56-504 related to payment rights the undersigned has on the above described Property once:

             (1) the undersigned receives a check in the above referenced Payment Amount payable to the undersigned;
             (2) the check is properly endorsed; and
             (3) the check is paid by the depository institution on which it is drawn.

      This waiver and release applies to a progress payment for the work, materials, equipment, or a combination of work, materials, and equipment
furnished by the undersigned to the Property or to the Undersigned's Customer which are the subject of the Invoice or Payment
Application, buy only to the extent of the Payment Amount. This waiver and release does not apply to any retention withheld; any items,
 modifications, or changes pending approval; disputed items and claims; or items furnished or invoiced after payment period.
The undersigned warrants that the undersigned either has already paid or will use the money the undersigned receives from this
progress payment promptly to pay in full all the undersigned's laborers, subcontractor's material men, and suppliers for all work, materials,
equipment, or combination of work, materials, and equipment that are the subject of this waiver and release.

      I also certify that payments in full, less applicable retention, have been made through the period covered by the previous payments
received from the Contractor, to all my subcontractors, leasee's, consultants, vendors, and others for all materials and labor used in
or in connection with the performance of the Contract. I further certify I have complied with all Federal, State, and local laws, including
Social Security laws, Unemployment Compensation laws and tax laws insofar as applicable to the performance of the Contract.
CONDITIONAL WAVIER AND RELEASE OF LIEN RIGHTS


Company:                                                                                                                           Date:

Signature:

Title:

STATE OF UTAH                     )
                                  :ss.
COUNTY OF _______________________ )

     On the ________day of _______, 200__, personally appeared before me the individual who signed the foregoing wavier, who being duly sworn,
did say that s/he is the authorized representative and that the execution was the voluntary act and deed of the above named company.
Further, if the company is a corporation, the said individual certified that s/he is an officer duly authorized to execute the same on behalf of such
corporation.


                                                                               Notary Public


                                                                         445b53cc-9618-4130-af7e-26087880c0d6.xls
445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                              EXHIBIT C
                                                                                                          Subsequent Exhibit C
                                                     SCHEDULE OF VALUES
                                                                                                          Example
PROJECT # / NAME:         Project X                                                                             SUBMIT TO:
                                                                                                                Velocity Homes, Inc.
SUBCONTRACTOR :           XYZ Construction                                                                      P.O. Box 1977
                                                                                                                1-Enter the Utah 84720
                                                                                                           Step Cedar City, end date for the billing period.
PAYMENT REQUEST NO.: 2                                                                                          Phone: Pay Request has
                                                                                                           Although the435-586-0843 to be submitted
                                                                                                                Fax: 435-586-4968
                                                                                                           by the 20th of each month, work can be billed
PERIOD FROM:                           1-May-08                    TO                    31-May-08
                                                                                                           up to the end of the month.

       A                              B                             C                D             E                  F                          G
                                                                                      VALUE OF WORK COMPLETED
    ITEM NO.               DESCRIPTION OF WORK                  SCHEDULED          FROM                            TOTAL                          %
                                                                   VALUE         PREVIOUS    THIS PERIOD          TO DATE                    COMPLETE
                                                                              APPLICATIONS                         (D+E)                        (F/C)
       1        Footings                                        $ 2,000.00 $        2,000.00                  $      2,000.00                     100.00%
       2        Walls                                           $ 8,000.00 $        8,000.00                  $      8,000.00                     100.00%
       3        Interior Concrete Slab                          $ 9,000.00 $        6,000.00 $    3,000.00 $         9,000.00                     100.00%
       4        Suspended Concrete Slab                         $ 15,000.00 $            -   $ 15,000.00 $          15,000.00                     100.00%
       5        Exterior Concrete                               $ 5,000.00 $             -                    $           -                         0.00%
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                   No more work should be added in this                        $         -   Step 2-Enter the$ value for -                    #VALUE!
                                                                               $         -
                   section. If additional work is done it                                    work completed$ the
                                                                                                               in         -                   #VALUE!
                   should be input in the Change Order                         $         -                    $           -                   #VALUE!
                                                                                             current billing period.
                   section below.                                              $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                          This amount should always
                                                                               $         -                    $           -                   #VALUE!
                                                          equal the original   $         -                    $           -                   #VALUE!
                                                          contracted amount. $           -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                                                                               $         -                    $           -                   #VALUE!
                SUBCONTRACT AMOUNT                            $ 39,000.00        $   16,000.00   $   18,000.00   $     34,000.00                  87.18%
                                                             *EXHIBIT D LINE 1
    ITEM NO.    APPROVED CHANGE ORDERS
       1        8' Foundation Walls to 10' Walls              $   1,300.00    $     1,300.00     $        -       $      1,300.00                100.00%
       2        Additional sidewalk                           $     600.00    $           -      $     300.00     $        300.00                 50.00%
                                                                              $           -                       $           -               #VALUE!
                                                                              $           -                       $           -               #VALUE!
                                                                              $           -                       $           -               #VALUE!
Step 3-Enter the Item        Step 4-Describe the work to be     Step 5-Enter the Value for-
                                                                              $                  Step 6-Enter the$value for -                 #VALUE!
Number for any APPROVED      done for each APPROVED             work to be done for each -
                                                                              $                  work completed in the
                                                                                                                  $           -               #VALUE!
Change Orders for the        Change Order item number           item          $           -      current billing period.
                                                                                                                  $           -               #VALUE!
current billing period.                                                       $           -                       $           -               #VALUE!
                                                                              $           -                       $           -               #VALUE!
                                                 APPROVED Change Orders are$those that -                          $           -               #VALUE!
                                                                              $           -                       $           -               #VALUE!
                                                 have been signed by both the Owner and
                                                                              $           -                       $           -               #VALUE!
                                                 Contractor                   $           -                       $           -               #VALUE!
                                                                              $           -                       $           -               #VALUE!
                                                                              $           -                       $           -               #VALUE!
                                                                              $           -                       $           -               #VALUE!
                APPROVED CHANGE ORDER(S)                      $   1,900.00       $    1,300.00   $     300.00    $       1,600.00        $           0.84
                                                             ** EXHIBIT D LINE 2


                ADJUSTED SUBCONTRACT AMOUNT                   $ 40,900.00        $   17,300.00   $   18,300.00   $     35,600.00                  87.04%
                                                             ***EXHIBIT D LINE 3                                 **** EXHIBIT D LINE 4




                                                    445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                              EXHIBIT C
                                                      SCHEDULE OF VALUES
PROJECT # / NAME:                                                                                                      SUBMIT TO:
                                                                                                                       Velocity Homes, Inc.
SUBCONTRACTOR :                                                                                                        P.O. Box 1977
                                                                                                                       Cedar City, Utah 84720
PAY REQUEST NO.:             1                                                                                         Phone: 435-586-0843
                                                                                                                       Fax: 435-586-4968
PERIOD FROM:                                 TO


   A                                     B                                    C                   D             E           F                    G
                                                                                                    VALUE OF WORK COMPLETED
ITEM NO.                     DESCRIPTION OF WORK                      SCHEDULED                  FROM                     TOTAL                %
                                                                        VALUE                  PREVIOUS    THIS PERIOD   TO DATE           COMPLETE
                                                                                             APPLICATIONS                 (D+E)              (F/C)
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
                                                                                             $         -               $        -           #DIV/0!
           SUBCONTRACT AMOUNT                                        $             -         $        -   $        -   $             -         #DIV/0!
                                                                     *EXHIBIT D LINE 1
           APPROVED CHANGE ORDERS
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
                                                                                             $        -                $             -         #DIV/0!
           APPROVED CHANGE ORDER(S)                                  $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ** EXHIBIT D (LINE 2)


           ADJUSTED SUBCONTRACT AMOUNT                               $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ***EXHIBIT D LINE 3                               **** EXHIBIT D LINE 4




                                                   445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                                                      EXHIBIT D
                                                          PAY REQUEST & CONDITIONAL LIEN RELEASE
PROJECT # / NAME:

SUBCONTRACTOR :

PAYMENT REQUEST NO.:                                       1

PERIOD FROM:                                            0-Jan-00                         TO                           0-Jan-00

STATEMENT OF CONTRACT VALUE


1. Original Subcontract Amount *                                         $                           0.00

2. Approved Change Orders (net) (Add/Deduct) **                          $                           0.00

3. Adjusted Subcontract Amount to Date ***                               $                           0.00
                                                                                                                      Approval

PROGRESS BILLING

4. Work Completed Subcontract Amount          #DIV/0!   to date ****     $                           0.00
                                                                                                                      Approval
5. Less Retention to Date                       0%                      ($                           0.00 )

6. Total Work Less Retention                                             $                           0.00

7. Less Previous Payments                                               ($                           0.00 )

8. AMOUNT DUE THIS REQUEST                                               $                           0.00

9. Less Amount Owed to 2nd Tier Subcontractor / Supplier                ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )

(Requests are due by the 20th of the Month)
Schedule of Values Must Accompany This Request (Exhibit C)


                                                                          CERTIFICATE OF THE SUBCONTRACTOR
      To the extent provided below, this document becomes effective to release and the undersigned is considered to waive any notice of lien
or right under Utah Code Ann., Title 38, Chapter 1, Mechanic's Liens, or any bond right under Utah Code Ann., Title 14, Contractor's Bonds,
 or Section 63-56-504 related to payment rights the undersigned has on the above described Property once:

             (1) the undersigned receives a check in the above referenced Payment Amount payable to the undersigned;
             (2) the check is properly endorsed; and
             (3) the check is paid by the depository institution on which it is drawn.

      This waiver and release applies to a progress payment for the work, materials, equipment, or a combination of work, materials, and equipment
furnished by the undersigned to the Property or to the Undersigned's Customer which are the subject of the Invoice or Payment
Application, buy only to the extent of the Payment Amount. This waiver and release does not apply to any retention withheld; any items,
 modifications, or changes pending approval; disputed items and claims; or items furnished or invoiced after payment period.
The undersigned warrants that the undersigned either has already paid or will use the money the undersigned receives from this
progress payment promptly to pay in full all the undersigned's laborers, subcontractor's material men, and suppliers for all work, materials,
equipment, or combination of work, materials, and equipment that are the subject of this waiver and release.

      I also certify that payments in full, less applicable retention, have been made through the period covered by the previous payments
received from the Contractor, to all my subcontractors, leasee's, consultants, vendors, and others for all materials and labor used in
or in connection with the performance of the Contract. I further certify I have complied with all Federal, State, and local laws, including
Social Security laws, Unemployment Compensation laws and tax laws insofar as applicable to the performance of the Contract.
CONDITIONAL WAVIER AND RELEASE OF LIEN RIGHTS


Company:                                                                                                                           Date:

Signature:

Title:

STATE OF UTAH                     )
                                  :ss.
COUNTY OF _______________________ )

     On the ________day of _______, 200__, personally appeared before me the individual who signed the foregoing wavier, who being duly sworn,
did say that s/he is the authorized representative and that the execution was the voluntary act and deed of the above named company.
Further, if the company is a corporation, the said individual certified that s/he is an officer duly authorized to execute the same on behalf of such
corporation.


                                                                             Notary Public

                                                                       445b53cc-9618-4130-af7e-26087880c0d6.xls
445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                              EXHIBIT C
                                                      SCHEDULE OF VALUES
PROJECT # / NAME:                                                                                                      SUBMIT TO:
                                                                                                                       Velocity Homes, Inc.
SUBCONTRACTOR :                                                                                                        P.O. Box 1977
                                                                                                                       Cedar City, Utah 84720
PAY REQUEST NO.:             2                                                                                         Phone: 435-586-0843
                                                                                                                       Fax: 435-586-4968
PERIOD FROM:              1-Jan-00           TO


   A                                     B                                    C                   D             E           F                    G
                                                                                                    VALUE OF WORK COMPLETED
ITEM NO.                     DESCRIPTION OF WORK                      SCHEDULED                  FROM                     TOTAL                 %
                                                                        VALUE                  PREVIOUS    THIS PERIOD   TO DATE           COMPLETE
                                                                                             APPLICATIONS                 (D+E)               (F/C)
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
           SUBCONTRACT AMOUNT                                        $             -         $        -   $        -   $             -         #DIV/0!
                                                                     *EXHIBIT D LINE 1
           APPROVED CHANGE ORDERS
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
           APPROVED CHANGE ORDER(S)                                  $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ** EXHIBIT D (LINE 2)


           ADJUSTED SUBCONTRACT AMOUNT                               $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ***EXHIBIT D LINE 3                               **** EXHIBIT D LINE 4




                                                   445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                                                      EXHIBIT D
                                                          PAY REQUEST & CONDITIONAL LIEN RELEASE
PROJECT # / NAME:

SUBCONTRACTOR :

PAYMENT REQUEST NO.:                                       2

PERIOD FROM:                                            1-Jan-00                         TO                           0-Jan-00

STATEMENT OF CONTRACT VALUE


1. Original Subcontract Amount *                                         $                           0.00

2. Approved Change Orders (net) (Add/Deduct) **                          $                           0.00

3. Adjusted Subcontract Amount to Date ***                               $                           0.00
                                                                                                                      Approval

PROGRESS BILLING

4. Work Completed Subcontract Amount          #DIV/0!   to date ****     $                           0.00
                                                                                                                      Approval
5. Less Retention to Date                       0%                      ($                           0.00 )

6. Total Work Less Retention                                             $                           0.00

7. Less Previous Payments                                               ($                           0.00 )

8. AMOUNT DUE THIS REQUEST                                               $                           0.00

9. Less Amount Owed to 2nd Tier Subcontractor / Supplier                ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )

(Requests are due by the 20th of the Month)
Schedule of Values Must Accompany This Request (Exhibit C)


                                                                          CERTIFICATE OF THE SUBCONTRACTOR
      To the extent provided below, this document becomes effective to release and the undersigned is considered to waive any notice of lien
or right under Utah Code Ann., Title 38, Chapter 1, Mechanic's Liens, or any bond right under Utah Code Ann., Title 14, Contractor's Bonds,
 or Section 63-56-504 related to payment rights the undersigned has on the above described Property once:

             (1) the undersigned receives a check in the above referenced Payment Amount payable to the undersigned;
             (2) the check is properly endorsed; and
             (3) the check is paid by the depository institution on which it is drawn.

      This waiver and release applies to a progress payment for the work, materials, equipment, or a combination of work, materials, and equipment
furnished by the undersigned to the Property or to the Undersigned's Customer which are the subject of the Invoice or Payment
Application, buy only to the extent of the Payment Amount. This waiver and release does not apply to any retention withheld; any items,
 modifications, or changes pending approval; disputed items and claims; or items furnished or invoiced after payment period.
The undersigned warrants that the undersigned either has already paid or will use the money the undersigned receives from this
progress payment promptly to pay in full all the undersigned's laborers, subcontractor's material men, and suppliers for all work, materials,
equipment, or combination of work, materials, and equipment that are the subject of this waiver and release.

      I also certify that payments in full, less applicable retention, have been made through the period covered by the previous payments
received from the Contractor, to all my subcontractors, leasee's, consultants, vendors, and others for all materials and labor used in
or in connection with the performance of the Contract. I further certify I have complied with all Federal, State, and local laws, including
Social Security laws, Unemployment Compensation laws and tax laws insofar as applicable to the performance of the Contract.
CONDITIONAL WAVIER AND RELEASE OF LIEN RIGHTS


Company:                                                                                            Date:

Signature:

Title:

STATE OF UTAH                     )
                                  :ss.
COUNTY OF _______________________ )

     On the ________day of _______, 200__, personally appeared before me the individual who signed the foregoing wavier, who being duly sworn,
did say that s/he is the authorized representative and that the execution was the voluntary act and deed of the above named company.
Further, if the company is a corporation, the said individual certified that s/he is an officer duly authorized to execute the same on behalf of such
corporation.


                                                                             Notary Public

                                                                       445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                              EXHIBIT C
                                                      SCHEDULE OF VALUES
PROJECT # / NAME:                                                                                                      SUBMIT TO:
                                                                                                                       Velocity Homes, Inc.
SUBCONTRACTOR :                                                                                                        P.O. Box 1977
                                                                                                                       Cedar City, Utah 84720
PAY REQUEST NO.:             3                                                                                         Phone: 435-586-0843
                                                                                                                       Fax: 435-586-4968
PERIOD FROM:              1-Jan-00           TO


   A                                     B                                    C                   D             E           F                    G
                                                                                                    VALUE OF WORK COMPLETED
ITEM NO.                     DESCRIPTION OF WORK                      SCHEDULED                  FROM                     TOTAL                 %
                                                                        VALUE                  PREVIOUS    THIS PERIOD   TO DATE           COMPLETE
                                                                                             APPLICATIONS                 (D+E)               (F/C)
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
           SUBCONTRACT AMOUNT                                        $             -         $        -   $        -   $             -         #DIV/0!
                                                                     *EXHIBIT D LINE 1
           APPROVED CHANGE ORDERS
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
           APPROVED CHANGE ORDER(S)                                  $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ** EXHIBIT D (LINE 2)


           ADJUSTED SUBCONTRACT AMOUNT                               $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ***EXHIBIT D LINE 3                               **** EXHIBIT D LINE 4




                                                   445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                                                      EXHIBIT D
                                                          PAY REQUEST & CONDITIONAL LIEN RELEASE
PROJECT # / NAME:

SUBCONTRACTOR :

PAYMENT REQUEST NO.:                                       3

PERIOD FROM:                                            1-Jan-00                         TO                           0-Jan-00

STATEMENT OF CONTRACT VALUE


1. Original Subcontract Amount *                                         $                           0.00

2. Approved Change Orders (net) (Add/Deduct) **                          $                           0.00

3. Adjusted Subcontract Amount to Date ***                               $                           0.00
                                                                                                                      Approval

PROGRESS BILLING

4. Work Completed Subcontract Amount          #DIV/0!   to date ****     $                           0.00
                                                                                                                      Approval
5. Less Retention to Date                       0%                      ($                           0.00 )

6. Total Work Less Retention                                             $                           0.00

7. Less Previous Payments                                               ($                           0.00 )

8. AMOUNT DUE THIS REQUEST                                               $                           0.00

9. Less Amount Owed to 2nd Tier Subcontractor / Supplier                ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )

(Requests are due by the 20th of the Month)
Schedule of Values Must Accompany This Request (Exhibit C)


                                                                          CERTIFICATE OF THE SUBCONTRACTOR
      To the extent provided below, this document becomes effective to release and the undersigned is considered to waive any notice of lien
or right under Utah Code Ann., Title 38, Chapter 1, Mechanic's Liens, or any bond right under Utah Code Ann., Title 14, Contractor's Bonds,
 or Section 63-56-504 related to payment rights the undersigned has on the above described Property once:

             (1) the undersigned receives a check in the above referenced Payment Amount payable to the undersigned;
             (2) the check is properly endorsed; and
             (3) the check is paid by the depository institution on which it is drawn.

      This waiver and release applies to a progress payment for the work, materials, equipment, or a combination of work, materials, and equipment
furnished by the undersigned to the Property or to the Undersigned's Customer which are the subject of the Invoice or Payment
Application, buy only to the extent of the Payment Amount. This waiver and release does not apply to any retention withheld; any items,
 modifications, or changes pending approval; disputed items and claims; or items furnished or invoiced after payment period.
The undersigned warrants that the undersigned either has already paid or will use the money the undersigned receives from this
progress payment promptly to pay in full all the undersigned's laborers, subcontractor's material men, and suppliers for all work, materials,
equipment, or combination of work, materials, and equipment that are the subject of this waiver and release.

      I also certify that payments in full, less applicable retention, have been made through the period covered by the previous payments
received from the Contractor, to all my subcontractors, leasee's, consultants, vendors, and others for all materials and labor used in
or in connection with the performance of the Contract. I further certify I have complied with all Federal, State, and local laws, including
Social Security laws, Unemployment Compensation laws and tax laws insofar as applicable to the performance of the Contract.
CONDITIONAL WAVIER AND RELEASE OF LIEN RIGHTS


Company:                                                                                            Date:

Signature:

Title:

STATE OF UTAH                     )
                                  :ss.
COUNTY OF _______________________ )

     On the ________day of _______, 200__, personally appeared before me the individual who signed the foregoing wavier, who being duly sworn,
did say that s/he is the authorized representative and that the execution was the voluntary act and deed of the above named company.
Further, if the company is a corporation, the said individual certified that s/he is an officer duly authorized to execute the same on behalf of such
corporation.


                                                                             Notary Public

                                                                       445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                              EXHIBIT C
                                                      SCHEDULE OF VALUES
PROJECT # / NAME:                                                                                                      SUBMIT TO:
                                                                                                                       Velocity Homes, Inc.
SUBCONTRACTOR :                                                                                                        P.O. Box 1977
                                                                                                                       Cedar City, Utah 84720
PAY REQUEST NO.:             4                                                                                         Phone: 435-586-0843
                                                                                                                       Fax: 435-586-4968
PERIOD FROM:              1-Jan-00           TO


   A                                     B                                    C                   D             E           F                    G
                                                                                                    VALUE OF WORK COMPLETED
ITEM NO.                     DESCRIPTION OF WORK                      SCHEDULED                  FROM                     TOTAL                 %
                                                                        VALUE                  PREVIOUS    THIS PERIOD   TO DATE           COMPLETE
                                                                                             APPLICATIONS                 (D+E)               (F/C)
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
           SUBCONTRACT AMOUNT                                        $             -         $        -   $        -   $             -         #DIV/0!
                                                                     *EXHIBIT D LINE 1
           APPROVED CHANGE ORDERS
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
           APPROVED CHANGE ORDER(S)                                  $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ** EXHIBIT D (LINE 2)


           ADJUSTED SUBCONTRACT AMOUNT                               $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ***EXHIBIT D LINE 3                               **** EXHIBIT D LINE 4




                                                   445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                                                      EXHIBIT D
                                                          PAY REQUEST & CONDITIONAL LIEN RELEASE
PROJECT # / NAME:

SUBCONTRACTOR :

PAYMENT REQUEST NO.:                                       4

PERIOD FROM:                                            1-Jan-00                         TO                           0-Jan-00

STATEMENT OF CONTRACT VALUE


1. Original Subcontract Amount *                                         $                           0.00

2. Approved Change Orders (net) (Add/Deduct) **                          $                           0.00

3. Adjusted Subcontract Amount to Date ***                               $                           0.00
                                                                                                                      Approval

PROGRESS BILLING

4. Work Completed Subcontract Amount          #DIV/0!   to date ****     $                           0.00
                                                                                                                      Approval
5. Less Retention to Date                       0%                      ($                           0.00 )

6. Total Work Less Retention                                             $                           0.00

7. Less Previous Payments                                               ($                           0.00 )

8. AMOUNT DUE THIS REQUEST                                               $                           0.00

9. Less Amount Owed to 2nd Tier Subcontractor / Supplier                ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )

(Requests are due by the 20th of the Month)
Schedule of Values Must Accompany This Request (Exhibit C)


                                                                          CERTIFICATE OF THE SUBCONTRACTOR
      To the extent provided below, this document becomes effective to release and the undersigned is considered to waive any notice of lien
or right under Utah Code Ann., Title 38, Chapter 1, Mechanic's Liens, or any bond right under Utah Code Ann., Title 14, Contractor's Bonds,
 or Section 63-56-504 related to payment rights the undersigned has on the above described Property once:

             (1) the undersigned receives a check in the above referenced Payment Amount payable to the undersigned;
             (2) the check is properly endorsed; and
             (3) the check is paid by the depository institution on which it is drawn.

      This waiver and release applies to a progress payment for the work, materials, equipment, or a combination of work, materials, and equipment
furnished by the undersigned to the Property or to the Undersigned's Customer which are the subject of the Invoice or Payment
Application, buy only to the extent of the Payment Amount. This waiver and release does not apply to any retention withheld; any items,
 modifications, or changes pending approval; disputed items and claims; or items furnished or invoiced after payment period.
The undersigned warrants that the undersigned either has already paid or will use the money the undersigned receives from this
progress payment promptly to pay in full all the undersigned's laborers, subcontractor's material men, and suppliers for all work, materials,
equipment, or combination of work, materials, and equipment that are the subject of this waiver and release.

      I also certify that payments in full, less applicable retention, have been made through the period covered by the previous payments
received from the Contractor, to all my subcontractors, leasee's, consultants, vendors, and others for all materials and labor used in
or in connection with the performance of the Contract. I further certify I have complied with all Federal, State, and local laws, including
Social Security laws, Unemployment Compensation laws and tax laws insofar as applicable to the performance of the Contract.
CONDITIONAL WAVIER AND RELEASE OF LIEN RIGHTS


Company:                                                                                            Date:

Signature:

Title:

STATE OF UTAH                     )
                                  :ss.
COUNTY OF _______________________ )

     On the ________day of _______, 200__, personally appeared before me the individual who signed the foregoing wavier, who being duly sworn,
did say that s/he is the authorized representative and that the execution was the voluntary act and deed of the above named company.
Further, if the company is a corporation, the said individual certified that s/he is an officer duly authorized to execute the same on behalf of such
corporation.


                                                                             Notary Public

                                                                       445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                              EXHIBIT C
                                                      SCHEDULE OF VALUES
PROJECT # / NAME:                                                                                                      SUBMIT TO:
                                                                                                                       Velocity Homes, Inc.
SUBCONTRACTOR :                                                                                                        P.O. Box 1977
                                                                                                                       Cedar City, Utah 84720
PAY REQUEST NO.:             5                                                                                         Phone: 435-586-0843
                                                                                                                       Fax: 435-586-4968
PERIOD FROM:              1-Jan-00           TO


   A                                     B                                    C                   D             E           F                    G
                                                                                                    VALUE OF WORK COMPLETED
ITEM NO.                     DESCRIPTION OF WORK                      SCHEDULED                  FROM                     TOTAL                 %
                                                                        VALUE                  PREVIOUS    THIS PERIOD   TO DATE           COMPLETE
                                                                                             APPLICATIONS                 (D+E)               (F/C)
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
           SUBCONTRACT AMOUNT                                        $             -         $        -   $        -   $             -         #DIV/0!
                                                                     *EXHIBIT D LINE 1
           APPROVED CHANGE ORDERS
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
           APPROVED CHANGE ORDER(S)                                  $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ** EXHIBIT D (LINE 2)


           ADJUSTED SUBCONTRACT AMOUNT                               $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ***EXHIBIT D LINE 3                               **** EXHIBIT D LINE 4




                                                   445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                                                      EXHIBIT D
                                                          PAY REQUEST & CONDITIONAL LIEN RELEASE
PROJECT # / NAME:

SUBCONTRACTOR :

PAYMENT REQUEST NO.:                                       5

PERIOD FROM:                                            1-Jan-00                         TO                           0-Jan-00

STATEMENT OF CONTRACT VALUE


1. Original Subcontract Amount *                                         $                           0.00

2. Approved Change Orders (net) (Add/Deduct) **                          $                           0.00

3. Adjusted Subcontract Amount to Date ***                               $                           0.00
                                                                                                                      Approval

PROGRESS BILLING

4. Work Completed Subcontract Amount          #DIV/0!   to date ****     $                           0.00
                                                                                                                      Approval
5. Less Retention to Date                       0%                      ($                           0.00 )

6. Total Work Less Retention                                             $                           0.00

7. Less Previous Payments                                               ($                           0.00 )

8. AMOUNT DUE THIS REQUEST                                               $                           0.00

9. Less Amount Owed to 2nd Tier Subcontractor / Supplier                ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )

(Requests are due by the 20th of the Month)
Schedule of Values Must Accompany This Request (Exhibit C)


                                                                          CERTIFICATE OF THE SUBCONTRACTOR
      To the extent provided below, this document becomes effective to release and the undersigned is considered to waive any notice of lien
or right under Utah Code Ann., Title 38, Chapter 1, Mechanic's Liens, or any bond right under Utah Code Ann., Title 14, Contractor's Bonds,
 or Section 63-56-504 related to payment rights the undersigned has on the above described Property once:

             (1) the undersigned receives a check in the above referenced Payment Amount payable to the undersigned;
             (2) the check is properly endorsed; and
             (3) the check is paid by the depository institution on which it is drawn.

      This waiver and release applies to a progress payment for the work, materials, equipment, or a combination of work, materials, and equipment
furnished by the undersigned to the Property or to the Undersigned's Customer which are the subject of the Invoice or Payment
Application, buy only to the extent of the Payment Amount. This waiver and release does not apply to any retention withheld; any items,
 modifications, or changes pending approval; disputed items and claims; or items furnished or invoiced after payment period.
The undersigned warrants that the undersigned either has already paid or will use the money the undersigned receives from this
progress payment promptly to pay in full all the undersigned's laborers, subcontractor's material men, and suppliers for all work, materials,
equipment, or combination of work, materials, and equipment that are the subject of this waiver and release.

      I also certify that payments in full, less applicable retention, have been made through the period covered by the previous payments
received from the Contractor, to all my subcontractors, leasee's, consultants, vendors, and others for all materials and labor used in
or in connection with the performance of the Contract. I further certify I have complied with all Federal, State, and local laws, including
Social Security laws, Unemployment Compensation laws and tax laws insofar as applicable to the performance of the Contract.
CONDITIONAL WAVIER AND RELEASE OF LIEN RIGHTS


Company:                                                                                            Date:

Signature:

Title:

STATE OF UTAH                     )
                                  :ss.
COUNTY OF _______________________ )

     On the ________day of _______, 200__, personally appeared before me the individual who signed the foregoing wavier, who being duly sworn,
did say that s/he is the authorized representative and that the execution was the voluntary act and deed of the above named company.
Further, if the company is a corporation, the said individual certified that s/he is an officer duly authorized to execute the same on behalf of such
corporation.


                                                                             Notary Public

                                                                       445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                              EXHIBIT C
                                                      SCHEDULE OF VALUES
PROJECT # / NAME:                                                                                                      SUBMIT TO:
                                                                                                                       Velocity Homes, Inc.
SUBCONTRACTOR :                                                                                                        P.O. Box 1977
                                                                                                                       Cedar City, Utah 84720
PAY REQUEST NO.:             6                                                                                         Phone: 435-586-0843
                                                                                                                       Fax: 435-586-4968
PERIOD FROM:              1-Jan-00           TO


   A                                     B                                    C                   D             E           F                    G
                                                                                                    VALUE OF WORK COMPLETED
ITEM NO.                     DESCRIPTION OF WORK                      SCHEDULED                  FROM                     TOTAL                 %
                                                                        VALUE                  PREVIOUS    THIS PERIOD   TO DATE           COMPLETE
                                                                                             APPLICATIONS                 (D+E)               (F/C)
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
                                                                                             $         -               $        -           #VALUE!
           SUBCONTRACT AMOUNT                                        $             -         $        -   $        -   $             -         #DIV/0!
                                                                     *EXHIBIT D LINE 1
           APPROVED CHANGE ORDERS
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
                                                                                             $        -                $             -         #VALUE!
           APPROVED CHANGE ORDER(S)                                  $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ** EXHIBIT D (LINE 2)


           ADJUSTED SUBCONTRACT AMOUNT                               $             -         $        -   $        -   $             -         #DIV/0!
                                                                     ***EXHIBIT D LINE 3                               **** EXHIBIT D LINE 4




                                                   445b53cc-9618-4130-af7e-26087880c0d6.xls
                                                                                      EXHIBIT D
                                                          PAY REQUEST & CONDITIONAL LIEN RELEASE
PROJECT # / NAME:

SUBCONTRACTOR :

PAYMENT REQUEST NO.:                                       6

PERIOD FROM:                                            1-Jan-00                         TO                           0-Jan-00

STATEMENT OF CONTRACT VALUE


1. Original Subcontract Amount *                                         $                           0.00

2. Approved Change Orders (net) (Add/Deduct) **                          $                           0.00

3. Adjusted Subcontract Amount to Date ***                               $                           0.00
                                                                                                                      Approval

PROGRESS BILLING

4. Work Completed Subcontract Amount          #DIV/0!   to date ****     $                           0.00
                                                                                                                      Approval
5. Less Retention to Date                       0%                      ($                           0.00 )

6. Total Work Less Retention                                             $                           0.00

7. Less Previous Payments                                               ($                           0.00 )

8. AMOUNT DUE THIS REQUEST                                               $                           0.00

9. Less Amount Owed to 2nd Tier Subcontractor / Supplier                ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )
                                                                        ($                                  )

(Requests are due by the 20th of the Month)
Schedule of Values Must Accompany This Request (Exhibit C)


                                                                          CERTIFICATE OF THE SUBCONTRACTOR
      To the extent provided below, this document becomes effective to release and the undersigned is considered to waive any notice of lien
or right under Utah Code Ann., Title 38, Chapter 1, Mechanic's Liens, or any bond right under Utah Code Ann., Title 14, Contractor's Bonds,
 or Section 63-56-504 related to payment rights the undersigned has on the above described Property once:

             (1) the undersigned receives a check in the above referenced Payment Amount payable to the undersigned;
             (2) the check is properly endorsed; and
             (3) the check is paid by the depository institution on which it is drawn.

      This waiver and release applies to a progress payment for the work, materials, equipment, or a combination of work, materials, and equipment
furnished by the undersigned to the Property or to the Undersigned's Customer which are the subject of the Invoice or Payment
Application, buy only to the extent of the Payment Amount. This waiver and release does not apply to any retention withheld; any items,
 modifications, or changes pending approval; disputed items and claims; or items furnished or invoiced after payment period.
The undersigned warrants that the undersigned either has already paid or will use the money the undersigned receives from this
progress payment promptly to pay in full all the undersigned's laborers, subcontractor's material men, and suppliers for all work, materials,
equipment, or combination of work, materials, and equipment that are the subject of this waiver and release.

      I also certify that payments in full, less applicable retention, have been made through the period covered by the previous payments
received from the Contractor, to all my subcontractors, leasee's, consultants, vendors, and others for all materials and labor used in
or in connection with the performance of the Contract. I further certify I have complied with all Federal, State, and local laws, including
Social Security laws, Unemployment Compensation laws and tax laws insofar as applicable to the performance of the Contract.
CONDITIONAL WAVIER AND RELEASE OF LIEN RIGHTS


Company:                                                                                            Date:

Signature:

Title:

STATE OF UTAH                     )
                                  :ss.
COUNTY OF _______________________ )

     On the ________day of _______, 200__, personally appeared before me the individual who signed the foregoing wavier, who being duly sworn,
did say that s/he is the authorized representative and that the execution was the voluntary act and deed of the above named company.
Further, if the company is a corporation, the said individual certified that s/he is an officer duly authorized to execute the same on behalf of such
corporation.


                                                                             Notary Public

                                                                       445b53cc-9618-4130-af7e-26087880c0d6.xls

						
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