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Subcontract#: 1706-1050
<br /> Hoffman may direct Subcontractor to make changes in the Work within the general scope of this Subcontract,consisting of additions,
<br /> deletions,or other revisions,including those required by change orders to the General Contract.
<br /> Prior to the commencement of such change or revised work,Subcontractor shall submit to Hoffman written claims for adjustment,if
<br /> any. Subcontractor agrees to provide such claims for adjustment in a timely fashion as Owner may require under the General Contract. Hoffman
<br /> will not consider adjustments unless Subcontractor provides a written claim for adjustment in a timely fashion.
<br /> 6. Second Tier Subcontractors and Suppliers. Subcontractor shall provide to Roffman,prior to Subcontractor commencing any Work,a
<br /> written list of all of Subcontractor's second tier subcontractors and suppliers and,if requested by Hoffman,copies of Subcontractor's contracts with
<br /> its second tier subcontractors and suppliers. The list shall include the full legal name,address,telephone number,fax number,e-mail address,and
<br /> contact person for each of said second tier subcontractors and suppliers.
<br /> 7. Proeress Payment. Within ten(10)business days of Hoffman's receipt of payment from Owner,if Subcontractor is not in default,
<br /> Hoffman shall pay Subcontractor("Progress Payment")for such Work as Hoffman shall determine Subcontractor has satisfactorily performed
<br /> ("Satisfactory Work"). Hoffman shall reserve 5%of each Progress Payment to serve as a retainage. Retainage shall be paid pursuant to Section
<br /> 10 below. If either the General Contract or the Owner require a larger retainage,that retainage amount shall govern.Subcontractor will be liable
<br /> and agrees to reimburse Hoffman for Hoffman's reasonable expenses,including but not limited to attorney's fees and disbursements,incurred in
<br /> connection with any actions commenced by a creditor of Subcontractor against Hoffman for recovery of monies held by Hoffman and owed to
<br /> Subcontractor,including,but not limited to,actions for garnishment. "Satisfactory Work"shall include,but not be limited to:(I)Work performed
<br /> and completed by the Subcontractor to Hoffman's satisfaction and acceptance pursuant to Section 8 below;(2)Subcontractor timely providing
<br /> certified payroll reports in proper form,if required;(3)Subcontractor's full and timely payment of its second tier subcontractors and suppliers;and
<br /> (4) Subcontractor timely providing to Hoffman lien waivers, in form acceptable to Hoffman and Owner, from Subcontractor and from
<br /> Subcontractor's second tier subcontractor and suppliers. Hoffman has the authority to withhold payment due Subcontractor if Subcontractor's
<br /> Work is unsatisfactory.
<br /> 8. Subcontractor'sperformance. Subcontractor will perform all Work in conformity with the terms and conditions of the General Contract
<br /> and any plans and specifications relating to the General Contract. Subcontractor acknowledges that it is thoroughly familiar with the General
<br /> Contract's requirements and that Subcontractor has investigated and is satisfied as to the Project site conditions,job requirements,availability of
<br /> labor and materials,and all other conditions and requirements that could affect Subcontractor's performance of this Subcontract. Subcontractor's
<br /> failure to acquaint itself with the available information will not relieve Subcontractor from the responsibility of hilly and faithfully performing this
<br /> Subcontract. Subcontractor acknowledges that its acceptance of this Subcontract is based solely on its knowledge and judgment and not on any
<br /> representations by Hoffman,Owner or third party General Contractor,if any.
<br /> Subcontractor shall perform all Work to Hoffman's reasonable satisfaction. All Work performed by Subcontractor that does not meet
<br /> Hoffman's reasonable satisfaction shall be redone by Subcontractor upon Hoffman's request and at Subcontractor's sole expense. Hoffman has
<br /> the authority to take over and complete any or all of Subcontractor's Work and deduct the cost from monies payable to Subcontractor.
<br /> 9. Payment for additional work. For items of Work not listed on Exhibit"A"(`Change Order Items")for which prices are negotiated on
<br /> either: (I)an agreed lump sum basis,(2)an agreed unit price basis,or(3)a force account basis,Subcontractor agrees that these contract Change
<br /> Order Items will first be submitted to Hoffman by Subcontractor in writing and in a timely fashion and before commencement of any Work relating
<br /> to these Change Order Items so that a written change order can be timely submitted by Hoffman to Owner.
<br /> Should any Change Order Items be performed or material famished in addition to that listed on Exhibit"A"as a result of direct
<br /> negotiation between Subcontractor and Owner or Owner's agent,without participation by Hoffman,Hoffman shall then receive 15%(fifteen
<br /> percent)of the gross payment or allowance for such Work or materials to cover Hoffman's contingent expenses and margins.
<br /> 10. Final payment. Hoffman shall pay Subcontractor retainage only upon the earlier of:(I)payment of retainage to Hoffman by Owner;or
<br /> (2)when Final Payment is received from Owner("Final Payment")and Owner has accepted as final all quantities of material supplied and all
<br /> services rendered by Subcontractor. Hoffman shall provide Subcontractor with written notice of the Final Payment amount due Subcontractor and
<br /> the manner in which Hoffman calculated the Final Payment. Within twenty(20)days atter receipt of such notice,Subcontractor shall provide
<br /> Hoffman with a written objection. If Hoffman does not receive a written objection within the twenty(20)days specified,Subcontractor shall have
<br /> no claim under this contract for compensation in excess of the Final Payment amount as set forth in the written notice Hoffman furnished. Before
<br /> issuance of the Final Payment,Subcontractor, if required by Hoffman,shalt submit evidence satisfactory to Hoffman that all payrolls,bills for
<br /> materials and equipment,and all known indebtedness connected with the Subcontractor's work, including all lien waivers, have been paid and
<br /> satisfied.
<br /> Hoffman retains the right to cross-withhold funds between all contracts Hoffman has with the Subcontractor. Subcontractor agrees that
<br /> if it has any other contracts with Hoffman, Hoffman can apply funds owed to Subcontractor on any contract at Hoffman's discretion and,
<br /> specifically, that any indebtedness of Subcontractor to Hoffman can be setoff by Hoffman against indebtedness of Hoffman to Subcontractor,
<br /> whether said indebtedness arises from this Agreement or any other agreement or contract between Hoffman and Subcontractor.
<br /> Subcontractor shall provide to Hoffman full,final lien waivers or waivers of claim from itself and from all of its subcontractors or
<br /> second tier subcontractors and suppliers before Hoffman will issue Final Payment. Likewise, Subcontractor shall require its second tier
<br /> Subcontractors or suppliers to provide full,final lien waivers or waivers of claim before Hoffman makes Final Payment.
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