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liability to Contractor or to anyone claiming through or under Contractor by reason of the execution or performance of this Agreement.

  • 5.

    The Contract Amount.

    • a.

      So long as Contractor has provided University with its current and accurate Federal Tax Identification Number in writing, University shall pay Contractor in current funds for the performance of the Work, subject to adjustments, additional services and reimbursable expenses, if any, as set forth in Exhibit C.

    • b.

      The Contract Amount includes any applicable federal, state or local sales or use tax payable on this transaction.

  • 6.

    Payment Terms.

  • a.

    Prior to ten (10) days before the end of each calendar month during the term of this Agreement, Contractor shall submit to University an application for payment (each a “Progress Payment”) covering the services performed for University to that date, in accordance with Exhibit C, which application shall be accompanied by lien waivers and other forms, statements, invoices, and payroll reports that University may reasonably require to support the amount requested and to be submitted. University will, within thirty (30) days from the date it receives such application and supporting documentation for payment, approve or disapprove the amount reflected in such application and if University approves such amount or any portion of such amount, it shall promptly pay to Contractor the amount so approved, provided Contractor is not in breach of or in default under this Agreement. If University disapproves any amount requested by Contractor, University shall give Contractor specific reasons for its disapproval in writing.

  • b.

    The cumulative amounts of all Progress Payments and the Final Payment (defined below) shall not exceed the Contract Amount as more particularly set forth in Exhibit C.

  • c.

    Within ten (10) days after final completion of the Work and acceptance thereof by University or as soon thereafter as possible, Contractor shall submit a final request ("Final Request") that shall set forth all amounts due and remaining unpaid to Contractor and upon approval thereof by University, University shall pay ("Final Payment") to Contractor the amount due under such Final Request.

  • d.

    Any provision hereof to the contrary notwithstanding, University shall not be obligated to make any payment (whether a Progress Payment or Final Payment) to Contractor hereunder if any one or more of the following conditions precedent exist:


  • (1)

    Contractor is in breach or default under this Agreement; or

  • (2)

    Any part of such payment is attributable to Work that is not performed in accordance with this Agreement; provided, however, such payment shall be made as to the part thereof attributable to Work that is performed in accordance with this Agreement.

No partial payment made hereunder shall be or construed to be final acceptance or approval of that part of the Work to which such partial payment relates or relieve Contractor of any of its obligations hereunder with respect thereto.


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