Common use of Changes and Claims Clause in Contracts

Changes and Claims. 5.1 SUBCONTRACTOR shall not claim, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 CONTRACTOR may at any time unilaterally or by agreement with SUBCONTRACTOR and without notice to the sureties, if any, make changes in the Work. Any unilateral order, or agreement shall be in writing. SUBCONTRACTOR shall perform the Work as changed without delay, provided SUBCONTRACTOR has received a written directive from CONTRACTOR to proceed with the changed work, unless an emergency requires SUBCONTRACTOR to proceed without a written order. In the event CONTRACTOR and SUBCONTRACTOR cannot agree upon the addition or deletion to the Contract Price or time caused by such change, SUBCONTRACTOR shall proceed with the work and the value of that work shall be determined pursuant to Paragraph 5.3 or 5.4 as appropriate. 5.3 SUBCONTRACTOR shall submit in writing to CONTRACTOR all claims for adjustment in the Contract Price, the Subcontractor's Schedule or for damages for which the Owner is liable in the manner provided in the Contract Documents for like claims by CONTRACTOR against Owner. Such claims must be submitted by SUBCONTRACTOR to CONTRACTOR within five (5) days from the beginning of the event for which the claim is made, otherwise such claims shall be waived. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days of the beginning of the event, otherwise such claim shall be deemed waived. CONTRACTOR shall process such claims according to the provisions of the Contract Documents. CONTRACTOR'S liability to SUBCONTRACTOR for such claims is limited to any adjustment which shall be made by Owner to the Construction Agreement on account of SUBCONTRACTOR'S claim. If agreed to by CONTRACTOR, the value of the work for which a Change Order will be authorized shall be determined by lump sum or by unit price, if any, stipulated in the Subcontract Agreement for such work. If no such prices are stipulated, the value so determined shall not exceed the lesser of the value obtained under the following methods: a. By adding or deducting a lump sum or an amount determined by unit price agreed upon by CONTRACTOR and SUBCONTRACTOR; or b. By adding (i) the actual cost of labor to SUBCONTRACTOR, in accordance with established rates but not at rates higher than standard in the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _ percent for overhead and profit on labor and materials. SUBCONTRACTOR shall be allowed an allowance of _ percent for overhead and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance by the Owner. Notwithstanding any provisions in this Paragraph 5.3, any contrary provisions set forth in the Contract Documents shall control.

Changes and Claims. 5.1 SUBCONTRACTOR shall not claim, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 A. Changes: CONTRACTOR may at any time unilaterally order in writing deviations or by agreement with SUBCONTRACTOR and without notice to the sureties, if any, make changes in the Work. Any unilateral orderomissions from, or agreement additions to, the work required by this Agreement. If required, the Contract Price shall be in writing. SUBCONTRACTOR shall perform the Work as changed without delay, provided SUBCONTRACTOR has received a written directive from CONTRACTOR to proceed with the changed work, unless an emergency requires SUBCONTRACTOR to proceed without a written orderadjusted by appropriate additions or deductions mutually agreed upon. In the event CONTRACTOR and SUBCONTRACTOR cannot agree upon on whether or not the SUBCONTRACTOR is entitled to an adjustment in compensation, or the amount of the addition or deletion deletion, SUBCONTRACTOR shall, upon receipt of written notice by CONTRACTOR to proceed, nonetheless timely perform the work as directed by CONTRACTOR'S written direction, and shall accurately document all such work by presenting Verified Time and Materials Records in accordance with the requirements set forth in Paragraph “B”, below. SUBCONTRACTOR will not make any changes in the work or in any way cause or allow its work to deviate from the Contract Price or time caused by such changeDocuments without written direction from CONTRACTOR. If SUBCONTRACTOR makes any changes in the work without written direction, SUBCONTRACTOR thereby waives any right to be paid for that changed work. In addition, SUBCONTRACTOR shall proceed be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or arising out of any change it makes without written direction from CONTRACTOR. SUBCONTRACTOR shall notify CONTRACTOR within two working days, in writing, of any discrepancies in any of the Contract Documents or any perceived changed conditions or other event which may disrupt the work, thereby requiring written direction through change order. B. Requests for Additional Compensation: SUBCONTRACTOR agrees that under no circumstances will it receive any compensation in excess of the Contract Price, except by written change order in accordance with the Contract Documents ("Change Order"). SUBCONTRACTOR agrees that as a condition precedent to receiving a Change Order, SUBCONTRACTOR will notify CONTRACTOR in writing of any request for additional compensation arising from any work, event, condition, or occurrence for which extra compensation is claimed before proceeding with the work. In addition, SUBCONTRACTOR must submit its written claim for additional compensation for that work within ten days after such work is performed in sufficient detail to enable CONTRACTOR to evaluate the merits of the claim for a Change Order. SUBCONTRACTOR will not request any Change Order unless it has given the written notice before proceeding with the work and submitted the value of written claim within ten days after the disputed work has been performed, or the disputed event, condition, or occurrence which is over. With respect to any Change Order that results from any work shall be determined pursuant to Paragraph 5.3 requested by the Owner, or 5.4 as appropriate. 5.3 SUBCONTRACTOR shall submit in writing to CONTRACTOR all claims for adjustment in the Contract Priceany event, the Subcontractor's Schedule condition, or for damages occurrence for which the Owner has ultimate responsibility, SUBCONTRACTOR will be bound by the ruling or decision of OWNER on all such matters to the same extent that CONTRACTOR is liable bound, and any adjustment in the manner provided in compensation or time as allowed by the Contract Documents for like claims by CONTRACTOR against Owner. Such claims must be submitted by SUBCONTRACTOR to CONTRACTOR within five (5) days from the beginning of the event for which the claim is made, otherwise such claims shall be waivedallowed only to the extent allowed by OWNER. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days of agrees to be bound to and limited by the beginning of the event, otherwise such claim shall be deemed waived. CONTRACTOR shall process such claims according to the provisions of the Contract Documents. SUBCONTRACTOR will maintain records of all costs and time associated with any request for additional compensation and shall submit such records daily to CONTRACTOR'S liability to SUBCONTRACTOR ’S field representative for such claims is limited to any adjustment which shall be made by Owner signature (“Verified Time and Materials Records”). The field representative’s signature will verify the time spent and materials and equipment used but will not signify entitlement to the Construction extra compensation claimed. Compliance with the written notice provisions of this Agreement on account and daily presentation of SUBCONTRACTOR'S claim. If agreed to by CONTRACTOR, the value of the work for which Verified Time and Materials Records is a Change Order will be authorized shall be determined by lump sum or by unit price, if any, stipulated in the Subcontract Agreement for such work. If no such prices are stipulated, the value so determined shall not exceed the lesser of the value obtained under the following methods: a. By adding or deducting a lump sum or an amount determined by unit price agreed upon by CONTRACTOR and SUBCONTRACTOR; or b. By adding (i) the actual cost of labor condition precedent to SUBCONTRACTOR, in accordance with established rates but not at rates higher than standard in the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _ percent for overhead and profit on labor and materials's right to recover extra compensation. SUBCONTRACTOR shall be allowed an allowance of _ percent responsible and liable for overhead all costs, disbursements, and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance expenses, including attorney's fees, incurred by the Owner. Notwithstanding any provisions in this Paragraph 5.3CONTRACTOR as a result of the CONTRACTOR pursuing at SUBCONTRACTOR's request, any contrary provisions set forth in the Contract Documents extra, change, addition, claim or dispute against any other party on SUBCONTRACTOR's behalf. If performance of any work by SUBCONTRACTOR is dependent upon or related to work of others, SUBCONTRACTOR represents by undertaking to perform its work, that such other work is satisfactory, and waives all claims against CONTRACTOR for additional compensation or damages from any defects therein that would be apparent through reasonable inspection. If SUBCONTRACTOR becomes aware of any defect it shall controlimmediately notify CONTRACTOR before proceeding further.

Changes and Claims. 5.1 SUBCONTRACTOR shall not claima. Contractor may, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 CONTRACTOR may at any time time, unilaterally or by agreement with SUBCONTRACTOR Subcontractor, and without notice to the sureties, if any, make changes including additions and deletions, in the Workwork covered by this Subcontract. Any unilateral order, or agreement agreement, under this Article 9.a. shall be in writing. SUBCONTRACTOR Subcontractor shall perform the Work work as changed without delay, provided SUBCONTRACTOR Subcontractor has received a written directive order from CONTRACTOR Contractor to proceed with the changed work, unless an emergency requires SUBCONTRACTOR Subcontractor to proceed without a written order. Contractor will provide electronic documents to Subcontractor for pricing of such changes. Printing of these documents or obtaining hard copies of these documents is the responsibility of the Subcontractor. In the event CONTRACTOR Contractor and SUBCONTRACTOR Subcontractor cannot agree upon the addition or deletion to the Contract Price Subcontract price or time caused by such change prior to the need for commencement of the changed work, the Subcontractor shall nonetheless proceed promptly with the work. If Subcontractor intends to make a claim for extra compensation or time as a result of such change, SUBCONTRACTOR shall proceed it must, prior to proceeding with the work associated with the change, provide Contractor with a written notice that it is proceeding with the changed work under protest. Subcontractor waives and is barred from pursuing any and all claims for which a written notice of protest has not been provided. To the value extent work is performed under this section without advance agreement of that the adjustment to the subcontract price, if any, or time, if any, Subcontractor shall track all labor, material and equipment and obtain daily verification by Contractor of these resources utilized solely for the work at issue. To the extent such work is, in fact, a change to the scope of Subcontractor’s Work under this Agreement, Subcontractor’s payment shall be determined pursuant limited to Paragraph 5.3 the actual costs incurred for labor, materials and equipment as substantiated by Subcontractor and verified by Contractor or 5.4 Owner as appropriatethe case may be, plus the markup set forth in subparagraph (c) below. 5.3 SUBCONTRACTOR b. Subcontractor shall submit in writing to CONTRACTOR Contractor all claims for adjustment in the Subcontract price or schedule, including an itemization of the damages and time claimed, within five days after the start of the occurrence giving rise to the claim (unless Contractor allows additional time for the submission of data or the Contract PriceDocuments provide for a shorter time). No claim for an adjustment in the contract time or price shall be valid if not submitted in accordance with this Article 9 and shall be barred if not so submitted. Subcontractor waives all claims for additional compensation and an extension of time if Subcontractor fails to strictly comply with any term of this Section 9, and any costs incurred by Subcontractor shall be at Subcontractor’s sole risk and cost. c. Adjustments in the Subcontractor's Schedule Subcontract price resulting from changes, shall be set forth in a Subcontract Change Order. Subcontractor shall receive a mark-up of «SubCOMarkupRate»% for combined overhead, insurance premiums, permit fees, bond premiums and profit on the direct costs of materials and labor associated with any change, provided such costs are agreed to by Contractor. d. Subcontractor acknowledges that delays, acceleration, inefficiencies, hindrances, or lost productivity resulting from changes in the work, extreme weather, changes to the sequencing of the work, material shortages, transportation, strikes and other causes are inherent in the construction process. Subcontractor acknowledges that it has accounted for delays, accelerations and inefficiencies in its prices and agrees to bring no claims for money damages as a result of any delay, acceleration, inefficiency, lost productivity or hindrance. In the event that Subcontractor claims that it has been delayed or hindered, it shall submit a request for which the Owner is liable a time extension to Contractor in the manner provided and pursuant to the time periods set forth in the Contract Documents Documents. If it is determined that Subcontractor has been delayed or hindered or rendered inefficient through any reason other than its own fault, the time for like claims performance hereunder will be extended and the extension of time will be Subcontractor’s sole remedy for the delay, acceleration, inefficiency, hindrance or lost productivity. Under no circumstances will the Contractor or Owner be liable to the Subcontractor for damages resulting from any delays, accelerations, inefficiencies, hindrances or lost productivity. e. Subcontractor acknowledges that Contractor’s superintendent or other field personnel shall not be an authorized agent of Contractor to approve Subcontractor’s change requests. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that the Owner or Contractor has been unjustly enriched by CONTRACTOR against Owner. Such claims must be submitted by SUBCONTRACTOR any alteration or addition to CONTRACTOR within five (5) days from the beginning of Work, whether or not there is, in fact, any unjust enrichment to the event for which the claim is madeWork, otherwise such claims shall be waivedthe basis of any claim for an increase in any amounts due under the Subcontract Documents or for a change in any time period provided for in the Subcontract Documents. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days In that regard, Subcontractor’s claims for additional compensation or an extension of the beginning of the event, otherwise such claim time for performance shall be deemed waived. CONTRACTOR shall process such claims according limited to causes identified, and the conditions specified, in this Section 9 unless otherwise further limited by the Contract Documents, in which case the provisions of the Contract Documents. CONTRACTOR'S liability Documents shall take precedence. f. The Subcontractor agrees that it shall not be entitled to SUBCONTRACTOR nor claim any adjustment of time for any delay, obstruction, hindrance or interference to the Work except to the limited extent that Contractor has actually obtained an adjustment from the Owner under the Contract Documents for such claims is limited to any adjustment which shall be made by Owner delay, obstruction, hindrance or interference, and then only to the Construction Agreement on account of SUBCONTRACTOR'S claim. If agreed to by CONTRACTOR, the value extent of the work for which a Change Order will be authorized shall be determined by lump sum or by unit pricetime adjustment, if any, stipulated in the Subcontract Agreement for such work. If no such prices are stipulated, the value so determined shall not exceed the lesser which Contractor on behalf of the value obtained under Subcontractor, actually received from the following methods:Owner on account of such delay, obstruction, hindrance or interference. a. By adding g. Notwithstanding any term or deducting a lump sum provision herein to the contrary, Subcontractor expressly waives and releases all claims or rights to recover lost profit (except for profit on work actually performed), recovery of overhead (including home office overhead), and any other indirect damages, costs or expenses in any way arising out of or related to the Agreement, including the breach thereof by Contractor, delays, charges, acceleration, loss of efficiency or productivity disruptions and interferences with the performance of the work. h. It shall be an amount express condition precedent to any obligation on the part of Contractor to make payment of any such cost, reimbursement, compensation or damages to the Subcontractor hereunder that Contractor shall first be determined by unit price agreed upon by CONTRACTOR to be entitled to such compensation on behalf of the Subcontractor and SUBCONTRACTOR; then receive such payment from Owner, and Subcontractor expressly acknowledges that Contractor is not obligated or b. By adding (i) the actual cost of labor required to SUBCONTRACTORpursue Subcontractor claims as against Owner if Contractor, in accordance with established rates but not at rates higher than standard its sole discretion, after review of Subcontractor's claim, has deemed the claim to lack merit in whole or in part. i. Acceptance by Subcontractor of a change order shall operate as a waiver by Subcontractor of any and all claims arising out of or relating to the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _ percent for overhead and profit on labor and materials. SUBCONTRACTOR shall be allowed an allowance of _ percent for overhead and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance by the Owner. Notwithstanding any provisions in this Paragraph 5.3, any contrary provisions set forth in the Contract Documents change order, unless specifically and expressly reserved in the change order. General reservations are not acceptable and shall controlnot be enforceable. j. In the event Subcontractor makes a Claim for additional compensation or a change in the Work that is subject to Owner approval or is otherwise disputed by Owner, Subcontractor shall be responsible for the reasonable legal costs and expenses of Contractor to pursue the Claim on behalf of Subcontractor. k. In the event that Owner or Contractor request pricing of changes in the Work, Subcontractor agrees to provide pricing and associated detail, such as substantiated breakdowns of labor, material and equipment, within a reasonable period of time, not to exceed five days from Subcontractor’s receipt of the request. Failure by Subcontractor to timely provide the information required by this section shall permit Contractor, at Contractor’s sole and exclusive discretion, to provide its own reasonable estimate, which estimate shall be binding on Subcontractor. l. Subject to the other conditions of this Article 9 with respect to compensation for delays, Subcontractor shall not be entitled to added supervision or xxxxxxx costs for changes in the Work except to the extent such supervision is not, and should not, already be on site for Subcontractor’s base contract Work.

Changes and Claims. 5.1 SUBCONTRACTOR shall not claima. Contractor may, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 CONTRACTOR may at any time time, unilaterally or by agreement with SUBCONTRACTOR Subcontractor, and without notice to the sureties, if any, make changes including additions and deletions, in the Workwork covered by this Subcontract. Any unilateral order, or agreement agreement, under this Article 9.a. shall be in writing. SUBCONTRACTOR Subcontractor shall perform the Work work as changed without delay, provided SUBCONTRACTOR Subcontractor has received a written directive order from CONTRACTOR Contractor to proceed with the changed work, unless an emergency requires SUBCONTRACTOR Subcontractor to proceed without a written order. Contractor will provide electronic documents to Subcontractor for pricing of such changes. Printing of these documents or obtaining hard copies of these documents is the responsibility of the Subcontractor. In the event CONTRACTOR Contractor and SUBCONTRACTOR Subcontractor cannot agree upon the addition or deletion to the Contract Price Subcontract price or time caused by such change, SUBCONTRACTOR the Subcontractor shall proceed promptly with the work. If Subcontractor intends to make a claim for extra compensation or time as a result of such change, it must, prior to proceeding with the work associated with the change, provide Contractor with a written notice that it is proceeding with the changed work under protest. Subcontractor waives and the value is barred from pursuing any and all claims for which a written notice of that work shall be determined pursuant to Paragraph 5.3 or 5.4 as appropriateprotest has not been provided. 5.3 SUBCONTRACTOR b. Subcontractor shall submit in writing to CONTRACTOR Contractor all claims for adjustment in the Subcontract price or schedule, including an itemization of the damages and time claimed, within ten days after the start of the occurrence giving rise to the claim (unless Contractor allows additional time for the submission of data or the Contract PriceDocuments provide for a shorter time). No claim for an adjustment in the contract time or price shall be valid if not submitted in accordance with this Article 9 and shall be barred if not so submitted. c. Adjustments in the Subcontract price resulting from changes, shall be set forth in a Subcontract Change Order. Subcontractor shall receive a xxxx-up of «SubCOMarkupRate»% (per Owner requirements for each project) for combined overhead, insurance premiums, permit fees, bond premiums and profit on the Subcontractor's Schedule direct costs of materials and labor associated with any change, provided such costs are agreed to by Contractor. d. Subcontractor acknowledges that delays acceleration, inefficiencies, or lost productivity resulting from changes in the work, extreme weather, changes to the sequencing of the work, material shortages, transportation, strikes and other causes are inherent in the construction process. Subcontractor acknowledges that it has accounted for delays, accelerations and inefficiencies in its prices and agrees to bring no claims for money damages as a result of any delay or hindrance. In the event that Subcontractor claims that it has been delayed or hindered, it shall submit a request for which the Owner is liable a time extension to Contractor in the manner provided in the Contract Documents for like claims by CONTRACTOR against Owner. Such claims must be submitted by SUBCONTRACTOR to CONTRACTOR within five (5) days from the beginning of the event for which the claim is made, otherwise such claims shall be waived. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days of the beginning of the event, otherwise such claim shall be deemed waived. CONTRACTOR shall process such claims according and pursuant to the provisions of the Contract Documents. CONTRACTOR'S liability to SUBCONTRACTOR for such claims is limited to any adjustment which shall be made by Owner to the Construction Agreement on account of SUBCONTRACTOR'S claim. If agreed to by CONTRACTOR, the value of the work for which a Change Order will be authorized shall be determined by lump sum or by unit price, if any, stipulated in the Subcontract Agreement for such work. If no such prices are stipulated, the value so determined shall not exceed the lesser of the value obtained under the following methods: a. By adding or deducting a lump sum or an amount determined by unit price agreed upon by CONTRACTOR and SUBCONTRACTOR; or b. By adding (i) the actual cost of labor to SUBCONTRACTOR, in accordance with established rates but not at rates higher than standard in the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _ percent for overhead and profit on labor and materials. SUBCONTRACTOR shall be allowed an allowance of _ percent for overhead and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance by the Owner. Notwithstanding any provisions in this Paragraph 5.3, any contrary provisions time periods set forth in the Contract Documents shall controlDocuments. If it is determined that Subcontractor has been delayed or hindered through no fault of its own, the time for performance hereunder will be extended and the extension of time will be Subcontractor’s sole remedy for the delay. Under no circumstances will the Contractor or Owner be liable to the Subcontractor for damages resulting from any delays or hindrances.

Changes and Claims. 5.1 SUBCONTRACTOR shall not claim, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 CONTRACTOR may at any time unilaterally or by agreement with SUBCONTRACTOR and without notice to the sureties, if any, make changes in the Work. Any unilateral order, or agreement shall be in writing. SUBCONTRACTOR shall perform the Work as changed without delay, provided SUBCONTRACTOR has received a written directive from CONTRACTOR to proceed with the changed work, unless an emergency requires SUBCONTRACTOR to proceed without a written order. In the event CONTRACTOR and SUBCONTRACTOR cannot agree upon the addition or deletion to the Contract Price or time caused by such change, SUBCONTRACTOR shall proceed with the work and the value of that work shall be determined pursuant to Paragraph 5.3 or 5.4 as appropriate. 5.3 SUBCONTRACTOR shall submit in writing to CONTRACTOR all claims for adjustment in the Contract Price, the Subcontractor's Schedule or for damages for which the Owner is liable in the manner provided in the Contract Documents for like claims by CONTRACTOR against Owner. Such claims must be submitted by SUBCONTRACTOR to CONTRACTOR within five (5) days from the beginning of the event for which the claim is made, otherwise such claims shall be waived. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days of the beginning of the event, otherwise such claim shall be deemed waived. CONTRACTOR shall process such claims according to the provisions of the Contract Documents. CONTRACTOR'S liability to SUBCONTRACTOR for such claims is limited to any adjustment which shall be made by Owner to the Construction Agreement on account of SUBCONTRACTOR'S claim. If agreed to by CONTRACTOR, the value of the work for which a Change Order will be authorized shall be determined by lump sum or by unit price, if any, stipulated in the Subcontract Agreement for such work. If no such prices are stipulated, the value so determined shall not exceed the lesser of the value obtained under the following methods: a. By adding or deducting a lump sum or an amount determined by unit price agreed upon by CONTRACTOR and SUBCONTRACTOR; or b. By adding (i) the actual cost of labor to SUBCONTRACTOR, in accordance with established rates but not at rates higher than standard in the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _______ percent for overhead and profit on labor and materials. SUBCONTRACTOR shall be allowed an allowance of ______ percent for overhead and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance by the Owner. Notwithstanding any provisions in this Paragraph 5.3, any contrary provisions set forth in the Contract Documents shall control.

Changes and Claims. 5.1 SUBCONTRACTOR shall not claima. Contractor may, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 CONTRACTOR may at any time time, unilaterally or by agreement with SUBCONTRACTOR Subcontractor, and without notice to the sureties, if any, make changes including additions and deletions, in the Workwork covered by this Subcontract. Any unilateral order, or agreement agreement, under this Article 9.a. shall be in writing. SUBCONTRACTOR Subcontractor shall perform the Work work as changed without delay, provided SUBCONTRACTOR Subcontractor has received a written directive order from CONTRACTOR Contractor to proceed with the changed work, unless an emergency requires SUBCONTRACTOR Subcontractor to proceed without a written order. Contractor will provide electronic documents to Subcontractor for pricing of such changes. Printing of these documents or obtaining hard copies of these documents is the responsibility of the Subcontractor. In the event CONTRACTOR Contractor and SUBCONTRACTOR Subcontractor cannot agree upon the addition or deletion to the Contract Price Subcontract price or time caused by such change prior to the need for commencement of the changed work, the Subcontractor shall nonetheless proceed promptly with the work. If Subcontractor intends to make a claim for extra compensation or time as a result of such change, SUBCONTRACTOR shall proceed it must, prior to proceeding with the work associated with the change, provide Contractor with a written notice that it is proceeding with the changed work under protest. Subcontractor waives and is barred from pursuing any and all claims for which a written notice of protest has not been provided. To the value extent work is performed under this section without advance agreement of that the adjustment to the subcontract price, if any, or time, if any, Subcontractor shall track all labor, material and equipment and obtain daily verification by Contractor of these resources utilized solely for the work at issue. To the extent such work is, in fact, a change to the scope of Subcontractor’s Work under this Agreement, Subcontractor’s payment shall be determined pursuant limited to Paragraph 5.3 the actual costs incurred for labor, materials and equipment as substantiated by Subcontractor and verified by Contractor or 5.4 Owner as appropriatethe case may be, plus the markup set forth in subparagraph (c) below. 5.3 SUBCONTRACTOR b. Subcontractor shall submit in writing to CONTRACTOR Contractor all claims for adjustment in the Subcontract price or schedule, including an itemization of the damages and time claimed, within five days after the start of the occurrence giving rise to the claim (unless Contractor allows additional time for the submission of data or the Contract PriceDocuments provide for a shorter time). No claim for an adjustment in the contract time or price shall be valid if not submitted in accordance with this Article 9 and shall be barred if not so submitted. Subcontractor waives all claims for additional compensation and an extension of time if Subcontractor fails to strictly comply with any term of this Section 9, and any costs incurred by Subcontractor shall be at Subcontractor’s sole risk and cost. c. Adjustments in the Subcontractor's Schedule Subcontract price resulting from changes, shall be set forth in a Subcontract Change Order. Subcontractor shall receive a xxxx-up of «SubCOMarkupRate»% (amount will be per owner requirements on each project) for combined overhead, insurance premiums, permit fees, bond premiums and profit on the direct costs of materials and labor associated with any change, provided such costs are agreed to by Contractor. d. Subcontractor acknowledges that delays acceleration, inefficiencies, or lost productivity resulting from changes in the work, extreme weather, changes to the sequencing of the work, material shortages, transportation, strikes and other causes are inherent in the construction process. Subcontractor acknowledges that it has accounted for delays, accelerations and inefficiencies in its prices and agrees to bring no claims for money damages as a result of any delay or hindrance. In the event that Subcontractor claims that it has been delayed or hindered, it shall submit a request for which the Owner is liable a time extension to Contractor in the manner provided and pursuant to the time periods set forth in the Contract Documents Documents. If it is determined that Subcontractor has been delayed or hindered or rendered inefficient through any reason other than its own fault, the time for like claims performance hereunder will be extended and the extension of time will be Subcontractor’s sole remedy for the delay, hindrance or inefficiency. Under no circumstances will the Contractor or Owner be liable to the Subcontractor for damages resulting from any delays, hindrances or inefficiencies. e. Subcontractor acknowledges that Contractor’s superintendent or other field personnel shall not be an authorized agent of Contractor to approve Subcontractor’s change requests. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that the Owner or Contractor has been unjustly enriched by CONTRACTOR against Owner. Such claims must be submitted by SUBCONTRACTOR any alteration or addition to CONTRACTOR within five (5) days from the beginning of Work, whether or not there is, in fact, any unjust enrichment to the event for which the claim is madeWork, otherwise such claims shall be waivedthe basis of any claim for an increase in any amounts due under the Subcontract Documents or for a change in any time period provided for in the Subcontract Documents. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days In that regard, Subcontractor’s claims for additional compensation or an extension of the beginning of the event, otherwise such claim time for performance shall be deemed waived. CONTRACTOR shall process such claims according limited to causes identified, and the conditions specified, in this Section 9 unless otherwise further limited by the Contract Documents, in which case the provisions of the Contract Documents. CONTRACTOR'S liability Documents shall take precedence. f. The Subcontractor agrees that it shall not be entitled to SUBCONTRACTOR nor claim any adjustment of time for any delay, obstruction, hindrance or interference to the Work except to the limited extent that Contractor has actually obtained an adjustment from the Owner under the Contract Documents for such claims is limited to any adjustment which shall be made by Owner delay, obstruction, hindrance or interference, and then only to the Construction Agreement on account of SUBCONTRACTOR'S claim. If agreed to by CONTRACTOR, the value extent of the work for which a Change Order will be authorized shall be determined by lump sum or by unit pricetime adjustment, if any, stipulated in the Subcontract Agreement for such work. If no such prices are stipulated, the value so determined shall not exceed the lesser which Contractor on behalf of the value obtained under Subcontractor, actually received from the following methods:Owner on account of such delay, obstruction, hindrance or interference. a. By adding g. Notwithstanding any term or deducting a lump sum provision herein to the contrary, Subcontractor expressly waives and releases all claims or an amount determined by unit price agreed upon by CONTRACTOR and SUBCONTRACTOR; or b. By adding rights to recover lost profit (i) the actual cost of labor to SUBCONTRACTOR, in accordance with established rates but not at rates higher than standard in the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _ percent except for overhead and profit on labor work actually performed), recovery of overhead (including home office overhead), and materials. SUBCONTRACTOR shall be allowed an allowance any other indirect damages, costs or expenses in any way arising out of _ percent for overhead or related to the Agreement, including the breach thereof by Contractor, delays, charges, acceleration, loss of efficiency or productivity disruptions and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance by interferences with the Owner. Notwithstanding any provisions in this Paragraph 5.3, any contrary provisions set forth in performance of the Contract Documents shall controlwork.

Changes and Claims. 5.1 SUBCONTRACTOR shall not claimContractor may, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 CONTRACTOR may at any time time, either unilaterally or by agreement with SUBCONTRACTOR and without notice to direction of the sureties, if anyOwner, make changes in the WorkWork by written change order without notice to Subcontractor’s surety. Any unilateral order, or agreement shall be in writing. SUBCONTRACTOR Subcontractor shall perform the Work as changed without delay, provided SUBCONTRACTOR has received delay as directed by Contractor. Any adjustment in the Subcontract Sum for such changes shall only be for the actual direct costs for such changes and a written directive from CONTRACTOR cumulative markup thereon for profit and overhead not exceeding 15 of the cost of the Work as changed. Unless directed by Contractor in writing to proceed immediately with such change, Subcontractor shall submit a detailed written request to Contractor for a change to the Subcontract as provided for herein before commencing with the change. Such request shall be submitted to Contractor within seven (7) calendar days of Subcontractor’s receipt of such written notice or such time to allow Contractor to prepare and submit a change request to the Owner in accordance with the Prime Contract, whichever is less. If Subcontractor fails to submit a detailed request within the time required, then Contractor, may (a) prepare and submit to the Owner an estimate or quotation for the costs of such changed work, which estimate or quotation shall be the maximum compensation allowable to Subcontractor for the performance of the changed work regardless of Subcontractor’s actual costs to perform the changed work, unless an emergency requires SUBCONTRACTOR or (b) retain another trade contractor to proceed without a written orderperform the changed work. In the event CONTRACTOR and SUBCONTRACTOR cannot agree upon the addition or deletion Notwithstanding anything to the Contract Price or time caused by such change, SUBCONTRACTOR shall proceed with the work and the value of that work shall be determined pursuant to Paragraph 5.3 or 5.4 as appropriate. 5.3 SUBCONTRACTOR shall submit in writing to CONTRACTOR all claims for adjustment contrary in the Contract PriceSubcontract Documents, in no event shall Subcontractor be entitled to any compensation or allowance from Contractor for any changed, extra, or other disputed Work initiated or otherwise the Subcontractor's Schedule or for damages for which responsibility of the Owner is liable under the Subcontract Documents in the manner provided in the Contract Documents for like claims by CONTRACTOR against Owner. Such claims must be submitted by SUBCONTRACTOR to CONTRACTOR within five (5) days an amount or degree greater than that which Contractor actually receives from the beginning of the event Owner for which the claim is made, otherwise such claims shall be waived. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days of the beginning of the event, otherwise such claim shall be deemed waived. CONTRACTOR shall process such claims according to the provisions of the Contract Documents. CONTRACTOR'S liability to SUBCONTRACTOR for such claims is limited to any adjustment which shall be made by Owner to the Construction Agreement on account of SUBCONTRACTOR'S claimWork. If agreed to by CONTRACTOR, the value of the work for which a Change Order will be authorized shall be determined by lump sum or by unit price, if any, prices are stipulated in the Subcontract Agreement for such work. If no such prices are stipulatedthen all adjustments to the Subcontract Amount, the value so determined whether increases or decreases, shall not exceed the lesser of the value obtained under the following methods: a. By adding or deducting a lump sum or an amount determined by unit price agreed upon by CONTRACTOR and SUBCONTRACTOR; or b. By adding (i) the actual cost of labor to SUBCONTRACTOR, be made in accordance with established rates but said unit prices. Said unit prices shall be deemed to include all general and administrative expenses, overhead, profit, supervision, extended performance cost factors, and all other direct and indirect expenses. If Contractor elects to direct the changed, additional or extra work to be performed by Subcontractor on a time and materials basis, Subcontractor shall prepare on a daily basis time and material invoices that shall be submitted daily to Contractor for signature. Said daily time and material invoices shall include only direct out-of-pocket materials, equipment and labor costs with a maximum cumulative markup thereon of 15. Markup on changes of any shall be deemed to be full and complete compensation to Subcontractor for all other direct, indirect, or consequential costs or expenses arising out of or relating in any way to such changes, all such costs and expenses being expressly waived by Subcontractor. Under no circumstances shall Contractor be required to pay Subcontractor for holiday or other nonworking time. All changed Work, additional or extra work, and Work performed on a time and materials basis is subject to audit by Contractor and the Owner at any time during the course of the Work and for a period of not at rates higher less than standard provided for in the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _ percent for overhead and profit on labor and materials. SUBCONTRACTOR shall be allowed an allowance of _ percent for overhead and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance by the Owner. Notwithstanding any provisions in this Paragraph 5.3, any contrary provisions set forth in the Contract Documents shall controlPrime Contract.

Changes and Claims. 5.1 SUBCONTRACTOR shall not claim‌ 8.1 Trillium may, and CONTRACTOR shall not be obligated to pay SUBCONTRACTOR any additional sums of money over and above the Contract Price unless authorized by written Change Order. All modifications to the Contract Documents including without limitation, any addition or deduction to the Contract Price or request for an extension of time shall be by written Change Order. 5.2 CONTRACTOR may at any time time, unilaterally or by agreement with SUBCONTRACTOR Subcontractor, and without notice to the sureties, if any, make changes in the Workwork covered by this Subcontract. Any unilateral order, order or agreement under this Article shall be in writing. SUBCONTRACTOR The Subcontractor shall have no claim for additional work unless such work has been done pursuant to a written change order signed by an officer of Trillium. Subcontractor shall perform the Work work as changed without delay, delay provided SUBCONTRACTOR Subcontractor has received a written directive order from CONTRACTOR Trillium to proceed with the changed work, unless an emergency requires SUBCONTRACTOR Subcontractor to proceed without a written order. In the event CONTRACTOR Trillium and SUBCONTRACTOR Subcontractor cannot agree upon the addition or deletion to the Contract Price Subcontract price or time caused by such change, SUBCONTRACTOR the Subcontractor shall proceed with the work under protest and the value of that the work shall will be determined pursuant to Paragraph 5.3 paragraph 8.2 or 5.4 8.3 as appropriate. 5.3 SUBCONTRACTOR 8.2 Subcontractor shall submit in writing to CONTRACTOR Trillium all claims for adjustment in the Contract Price, the Subcontractor's Schedule Subcontract price or for damages schedule for which the Owner is liable in the manner provided in the Contract Documents for like claims by CONTRACTOR Trillium against Owner. Such claims must be submitted by SUBCONTRACTOR Subcontractor to CONTRACTOR within five Trillium at least three (53) days from prior to the beginning of time Trillium is required by the event for which the claim is madeContract Documents to submit claims to Owner, otherwise such claims shall be waived. SUBCONTRACTOR shall substantiate in writing any such claim within ten (10) days of the beginning of the event, otherwise such claim shall be deemed waived. CONTRACTOR Trillium shall process such claims according to the provisions of the Contract Documents. CONTRACTOR'S Documents and Trillium’s liability to SUBCONTRACTOR Subcontractor for such claims claim is limited to any adjustment which that shall be made by Owner to the Construction Agreement Trillium’s contract on account of SUBCONTRACTOR'S Subcontractor’s claim. If agreed . 8.3 Subcontractor shall submit in writing to by CONTRACTORTrillium all claims, the value including estimated costs of any such claim, included in paragraph 8.2 within five (5) days of the work beginning of the event for which a Change Order claim is made; otherwise such claims will be authorized waived. For any extra work performed on a “time and material” basis, Subcontractor shall submit, at the end of each work day, time slips and material tickets, signed by Trillium’s project superintendent, for any work performed that day on that extra work. All unresolved claims shall be determined by lump sum or by unit price, if any, stipulated resolved in the Subcontract Agreement for such work. If no such prices are stipulated, the value so determined shall not exceed the lesser a court of the value obtained under the following methods: a. By adding or deducting a lump sum or an amount determined by unit price agreed upon by CONTRACTOR and SUBCONTRACTOR; or b. By adding (i) the actual cost of labor to SUBCONTRACTOR, in accordance with established rates but not at rates higher than standard in the area where the Work is located; and (ii) the actual cost of materials and equipment, less all savings, discounts, rebates and credits; and (iii) an allowance of _ percent for overhead and profit on labor and materials. SUBCONTRACTOR shall be allowed an allowance of _ percent for overhead and profit for work performed by a sub-subcontractor. The above allowances are subject to acceptance by the Owner. Notwithstanding any provisions in this Paragraph 5.3, any contrary provisions set forth in the Contract Documents shall controlcompetent jurisdiction.