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<br />. Contract calls for payment to Contractor in installments. the Subcontract price shall eJso be paYable in instaUmenls,
<br />as performance progresses, said progress payments to be based upon periodic estimates of the percentage of the
<br />Work performed prior to the date of the estimate, Estimates are to be prepared by Subcontractor, submitted to Con-
<br />tractor's Project Manager by the 25th day of each month, and may be approved or disapproved by Contractor, All
<br />estimates, whether periodic or final, must be approved by the Job Superintendent prior to submission to Contractor's
<br />Project Manager, Subcontractor's estimates, if approved by the Owner. shall be incorporated in Contractor's estimate
<br />to the Owner. All estimetes are subject to aud~. and II Contractor In its sole discretion has any doubt concaming
<br />the accuracy thereof, payment therefor may be withheld, Contractor's withholding of monies from Subcontractor shall
<br />be interestlree. Contractor shall make payment to Subcontractor on any progress payment not more than ten (10)
<br />days after receipt by Contractor of payment from Owner for thaI POrtion of the Work covered by the progress pay.
<br />ment. The acceptanca of any progress payment by SUbcontractor shaD oonstitule a reIaese of Contractor from any
<br />and all other liability, except retainage, due to any reason, arising or incurred during the payment period, .
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<br />2(b). Retainage and Withholding. Contractor shall retain ten percent ( 10 %) of each
<br />progress payment until final payment is due as provided herein. In addition to such retainage, Contractor may withhold
<br />part or all of any progress or final payment to the extent of any of the following: Q) Any failure by Subcontractor to
<br />prove through suitaole evidence that each of its subcontractors, Suppliers. and laborers has been paid in fun for all
<br />labor, services, materials, and supplies used in, or furnished for, performance of the Work through the date of the
<br />applicable estimate; Q~ Any reduction of payment by Owner to Contractor for reasons attributable to the Work; (ii~
<br />Any work unacceptable to the Contractor, Owner, Architect, or Engineer; Qv) Any third party claims against Contrac-
<br />tor arising from the Work or evidence reasonably indicating the probable filing of such claims; (v) Any failure by Sub-
<br />contractor to make payments to its subcontractors/ suppUers, or laborers for the Work; (vO Any failure to carry qut
<br />the Work in accordance with the Subcontract; (viO There is substantial evidence reasonably establishing that the Work
<br />is not progressing in accordance with, or will not be completed within, the Schedule; or (viii) Failure by Subcontractor
<br />to furnish certificates of insurance in compliance with Section 11 (d)or bonds in compliance with Section 20. Without
<br />limitation of the foregoing, in no event shall Subcontractor be entitled to receive any form of payment unless and
<br />until Contractor has received payment therefor from Owner,
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<br />I I 2(c). Acceptance of the Work, Neither any certificate given nor any payment made under this Subcontract shall
<br />be considered acceptance of the Work, either in whole or in part, Subcontractor shall remain responsible and liable
<br />for its performance being in strict compliance with this Subcontract and the Prime Contract.
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<br />2(d). Final Billing and Final Payment, Final billing from Subcontractor, including billing for any Change Orders,
<br />must be submitted to Contractor no~ later than thirty (30) days after completion of the Work, Failure to submit said
<br />billing within such time shall be an absolute waiver of any right of Subcontractor to claim any further payment from
<br />Contractor. Final payment shall become payable ten (10) days after the OCCurrence of all of the following: Q) final
<br />completion of the Project; (ii) final written acceptance thereof by Owner: and QiO receipt of full payment therefor by
<br />Contractor. Acceptance of final payment by Subcontractor constitutes a General Release of Contractor, Owner, and
<br />Contractor's surety,
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<br />2(e). Payments by Subcontractor, Subcontractor shall pay all bills, invoices, charges and the like, for all labor.
<br />services, equipment, and materials acquired or used by Subcontractor for performance of the Work, at the time that
<br />payment thereon is due. Failure by Subcontractor to do so shall constitute a material breach of this Subcontract and
<br />an event of default.
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<br />3(a). Appeals. Contractor may, upon the written request of Subcontractor, appeal on behalf of Subcontractor
<br />from any ruling or decision by Owner, the Architect or the Engineer, or institute any action or prOCeeding to recover
<br />damages by reason of any affirmative claim by Subcontractor or by reason of any deduction or refusal to pay by
<br />Owner, for any reason, involving the Work or the performance of Subcontractor, In that event, Subcontractor shall
<br />pay all costs attributable thereto and shall render all assistance requested by Contractor, Subcontractor shall be bound
<br />by the determination of Owner, the Architect or Engineer or, in the event of an appeal or further action or proceeding,
<br />by the determination of the same, and shall be entitled only to its proportionate share of any actual net recovery,
<br />less overhead and profit to Contractor and less Contractor's expenses and attorney's fees in handling said matter,
<br />Subcontractor hereby waives and releases any and all claims, causes of action, and rights to further payment beyond
<br />the Subcontract price, except as Contractor may receive funds or extensions of time from the Owner relating to the
<br />Subcontractor's Work or performance,
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<br />3(b). No Delay Because of Claim. Subcontractor shall not delay or stop work because of the pendency or denial
<br />of any claim or because of the continuance of any conditions out of which such claim is alleged to have arisen, Rather, .
<br />Subcontractor shall proceed diligently in the performance of this Subcontract until this Subcontract has been fully
<br />I performed. .
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<br />3(c). Claims. Any claim of Subcontractor for additional compensation, time, or other consideration arising out
<br />of or relating to the Subcontract or the Work to be performed hereunder shall be waived unless such claim is set
<br />forth in detail in a written notice to Contractor, and delivered to Contractor as soon as reasonable in the circumstances,
<br />but in any event no later than ten (10) calendar days after the OCcurrence of any conditi9n out of which such claim
<br />allegedly arises.;
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<br />4 (a). Timely Progress of the Work, Subcontractor recognizes and assumes Contractor's obligation to Owner for
<br />timely progress upon, and completion of. the Work and each part thereof, and agrees that time is of the essence
<br />in the performance of the Work, At all times prior to and during performance of the Work, Subcontractor shall become
<br />and remain knowledgeable about the progress of the Project, and 3hail make any and all arrangements and ad.
<br />justments necessary to coordinate its Work with. and not impede, that of Contractor and others. Subcontractor agrees
<br />to perform the Work in accordance with Contractor's schedule for the Project (hereinafter "Schedule"). Subcontrac.
<br />tor acknowledges that he has satisfied himself as to the contents of the Schedule prior to execution of this Subcon.
<br />tract. Subcontractor recognizes and agrees that as the Project progresses, the Schedule, (including both duration
<br />and sequences of activities shown thereon), may be amended by Contractor to reflect instructions from the Owner,
<br />changes in the Project, changes in construction means or methods, and unanticipated OCcurrences affecting pro-
<br />gress of the Project. Subcontractor agrees to COmply with each and all such amendments to the Schedule, and to
<br />perform the Work in strict accordance with such amendments, At Contractor's request, and at the times specified
<br />in any such request, Subcontractor shall submit to Contractor detailed progress, procurement, performance. man"
<br />power, and completion schedules. satisfactory to Contractor. Subcontractor shall promptly increase its work force,
<br />work overtime, work, Saturdays, Sundays and holidays, all without additional compensation, if, in the opinion of Con"
<br />tractor I such measures are necessary to maintain proper progress of the Work in accordance with the Schedule.
<br />Except as expressly provided in Sections 4(b) and 5 below. Subcontractor waives and disclaims any remedy against
<br />(2)
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<br />C16MiBC
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