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delays.
<br />(e) Subcontractor shall work overtime as directed by Contractor. If such overtime is due to the failure of the
<br />Subcontractor, in the opinion of the Contractor, to keep up with the general progress of the work for the Project, the entire
<br />cost and expense of overtime shall be paid by Subcontractor. If such overtime is not due to the failure of the Subcontractor
<br />to keep up with the general progress of the work for the Project, Subcontractor shall work on such overtime basis as
<br />directed by Contractor and Contractor shall pay the premium wage portion of such overtime and the Subcontractor agrees
<br />to accept the payment of such premium wage portion of overtime for and in complete settlement of any and all claims for
<br />damages, loss, cost or expense caused by or in any way related to overtime schedules or conditions.
<br />11. Disputes
<br />(a) In case of any dispute between the Subcontractor and Contractor, Subcontractor agrees to be bound to
<br />Contractor to the same extent that Contractor is bound to Owner by the terms of the General Contract and by any and all
<br />decisions or determinations made thereunder by the party or board so authorized in the General Contract. Subcontractor
<br />also agrees to be bound to Contractor to the same extent that Contractor is bound to Owner by the final decision of a court
<br />of competent jurisdiction, whether or not Subcontractor is a party to such proceeding. If such dispute is prosecuted or
<br />defended by Contractor against Owner under the terms of the General Contract or in court action, Subcontractor agrees to
<br />furnish all evidence and other information required by Contractor for such purpose and to pay or reimburse Contractor for
<br />all expenses and costs, if any, incurred in connection therewith. It is expressly understood that as to any and all work done
<br />and agreed to be done by the Subcontractor and as to any and all materials or services furnished or agreed to be furnished
<br />by Subcontractor, and as to any and all damages, if any, incurred by Subcontractor, in connection with this construction
<br />Project, Contractor shall never be liable to Subcontractor to any greater extent than Owner is liable to Contractor. No
<br />dispute shall interfere with the progress of construction and Subcontractor shall proceed with its work as directed.
<br />(b) If, at anytime, any controversy shall arise between the Contractor and Subcontractor with respect to any
<br />matter or thing involved in this Subcontract or construction Project, which controversy is not controlled or provided to be
<br />determined by Section 11 (a) above, the decision of the Contractor shall be final and the Subcontractor shall proceed
<br />accordingly.
<br />12. Subcontractor Default
<br />(a) Should Subcontractor at any time breach this Agreement or fail to prosecute said work with promptness,
<br />diligence and efficiency, or fail to perform any of the requirements hereof, or the Subcontractor shall become insolvent, or
<br />make an assignment for the benefit of creditors, or commit an act of bankruptcy or have a petition in bankruptcy filed by
<br />or against Subcontractor, Contractor may without notice (or, if notice be required by law, then after 48 hours written notice
<br />by registered mail addressed to Subcontractor), proceed as follows:
<br />(i) Provide such materials, supplies, equipment and labor as maybe necessary to complete said work, or any
<br />portion thereof, on a regular or overtime basis, pay for same and deduct the amount so paid from any money then or
<br />thereafter due Subcontractor, or
<br />(ii) 'Terminate the employment of Subcontractor, enter upon the premises and take possession, for use in
<br />completing the work of all the materials supplies, tools equipment and appliances of the Subcontractor thereon free of all
<br />claims for the value of said materials and for the rental or use of said equipment and complete the work, or have same
<br />completed by others, and be liable to Subcontractor for no further payment under the Agreement until final payment is due
<br />and then only if and to the extent that the unpaid balance of the amount to be paid under this Subcontract exceeds the
<br />expense of the Contractor in finishing the work, or
<br />(iii) By notice addressed to surety, require the surety to enter upon the premises and take possession, for use in
<br />completing the work of all the materials supplies, tools, equipment and appliances of the Subcontractor thereon, and to
<br />complete the worn, or to have the same completed by others, all in accordance with the plans and specifications, and be
<br />liable to the Subcontractor for no further payment under this Agreement until final payment is due and then only if and to
<br />the extent that the unpaid balance of the amount to be paid under this Subcontract Agreement exceeds any damages for
<br />delay, or other set-off, counterclaim or recoupment, in favor of the Contractor against the Subcontractor. In such event,
<br />the balance under this Agreement shall be paid at the direction of the surety upon completion.
<br />(b) If the amount expended by the Contractor under (i) above or the cost of completing the work under (ii) or (iii)
<br />above exceeds the unpaid balance of the Subcontract price herein stated, Subcontractor or his sureties shall pay
<br />Contractor such excess within a 30 day period after submission to Subcontractor of invoice.
<br />(c ) Should Subcontractor at any time fail to pay for all labor, materials or supplies used by Subcontractor in said
<br />work when due, Contractor may pay for same and charge same to Subcontractor, without Subcontractor's consent.
<br />Revised February 2013
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