Subcontract Amount therefor shall be forever waived. Contractor's consideration of any request for time extension, direct damages, or increase in the Subcontract Amount not made as required by this Article shall not constitute an admission of liability or a waiver of any of the notice, claims quantification or other requirements of the Subcontract Master Agreement, Work Authorization Document(s) or the Contract Documents. 11. CHANGES. (a) Contractor may, at any time, unilaterally or by agreement with Subcontractor, without notice to Subcontractor's sureties, order changes in or to Subcontractor's Work or the sequence or schedule thereof. Any unilateral order or bilateral agreement under this Article 11 shall be in writing. Subcontractor shall perform the Subcontractor's Work as changed without delay. (b) Subject to the notice requirements and limitations set forth in this Subcontract Master Agreement, Work Authorization Document(s) and the Contract Documents, Subcontractor shall submit to Contractor any requests or claims for adjustment in the Subcontract Amount, schedule or other provisions of the Subcontract for changes directed by Owner as a result of deficiencies or discrepancies in the Contract Documents, or for circumstances otherwise permitted by the Contract Documents, Work Authorization Document(s) or this Subcontract. Subcontractor shall submit within five (5) days after a Contractor request for change a reasonable quotation and/or time request. If Subcontractor does not do so and Contractor is required to submit a quotation and/or time request to Owner which includes a proposed change to Subcontractor's Work, Contractor may use Contractor's best estimate of the proposed change as it affects the Subcontract in Contractor's quotation to Owner, which estimate shall be the maximum adjustment due to Subcontractor but such adjustment shall be due to Subcontractor only if paid by Owner to Contractor and subject to the other provisions of this Subcontract. (c) Regarding changes made by Owner, Subcontract price adjustments shall be made only to the extent that Contractor is entitled to and actually receives compensation for Subcontractor's Work from Owner and shall not exceed Subcontractor's allocable share of any adjustment in Contractor's contract with Owner. Subcontractor's allocable share shall be determined by Contractor, after allowance of Contractor's normal overhead and profit on any recovery and Contractor's expense of recovery, by making a reasonable apportionment, if applicable, between Subcontractor, Contractor and other subcontractors or persons with interests in the adjustment. (d) Except for Projects located in Wisconsin, an express condition precedent to payment to Subcontractor on account of changes made by Owner shall be that Contractor shall have received such payment from Owner for Subcontractor's changed work. Each payment to Subcontractor on account of change orders shall be equal to Subcontractor's allocable share, as determined by Contractor, of Contractor's payment from Owner for the change. Any amounts paid on account of changes are provisional and not an admission of liability and shall be repaid to Contractor on demand whenever Contractor determines there has been an overpayment. (e) If Subcontractor considers any action or inaction by Contractor (other than a formal written change order) to be a change, or claims that Subcontractor is entitled to additional compensation for any reason other than in direct response to a Contractor request for change, Subcontractor shall so notify Contractor within three (3) days of said action, inaction or event giving rise to such Subcontractor claim and seek a written change order from Contractor. Subcontractor's notice shall contain a narrative explaining fully the basis for Subcontractor's entitlement, the amount of time and compensation requested, how calculated and back-up for such time and compensation calculation. Rental charges shall not exceed 65% of replacement value. Failure to so notify Contractor timely and with the required content shall constitute a waiver of the right to any compensation for the action, inaction or event. (f) If Subc ontractor is directed in a writing, distinct from Subcontractor’s overtime tickets or time and material tickets, to furnish overtime labor or labor or materials on a time and materials basis, Subcontractor shall provide vouchers each day for verification and signature by Contractor's field representative, showing the actual labor and materials furnished to the Project. Subcontractor’s failure to submit time and material vouchers on a daily basis waives Subcontractor's right to compensation for such time and materials extra work. Subcontractor also shall submit labor rates with a complete breakdown of all wages, benefits and insurance and supporting information prior to request for payment of any overtime or time and materials work. Subcontractor shall submit the signed vouchers with any request for payment of overtime or time and material work. Contractor shall have the right to audit the records of Subcontractor to verify amounts incurred by Subcontractor. (g) All extra or changed work within the general scope of the Subcontract must be processed as a written change order through Contractor. Contractor's signature of any overtime ticket or time and materials voucher shall constitute confirmation that the Work was performed and is not authorization or agreement that the work is extra, absent a separate writing authorizing the Subcontractor to perform the work as extra or that the listed amount of time or materials, in fact, were employed. Subcontractor agrees that performance of any extra or changed work within the general scope of the Subcontract by Subcontractor directly for Owner is a material breach of this Subcontract.
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