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8. Payments to Surety. Obligee shall make payments due under the Contract to Surety for
<br />work completed less deductions for liquidated damages, retainage, stop notices, and other holds specified
<br />in the Contract documents or permitted bylaw. The remaining Contract amount for work ($4,306.00),
<br />which does not include the existing retention of $224,256.55, will be paid by Obligee to Surety as provided
<br />herein and as further set forth in the Contract documents. Retainage shall be paid to Surety upon final
<br />completion and acceptance of all work under the Contract, pursuant to the terms and conditions of the
<br />Contract. Payments shall be made at the address set forth in paragraph 14 of this Agreement. The total
<br />liability of the Surety under this Agreement and the Performance Bond is limited to and shall not exceed
<br />the penal sum of the Performance Bond in the amount of $4,140,000.00, All payments made by the
<br />Surety, less any amounts paid to Surety by Obligee, for the performance of the work under the contract
<br />shall be credited against the penal sum of the Performance Bond. It is acknowledged and understood by
<br />the parties that any credits taken against the penal sum shall be net of any funds paid to the Surety by the
<br />Obligee pursuant to this Agreement. Nothing in this Agreement constitutes a waiver of such penal sum or
<br />an increase in the liability of the Surety under the Performance Bond.
<br />g. Payment Bond. Surety's Payment Bond under the Contract shall remain in full force and
<br />effect according to its terms. Except as allowed, by law (e.g. stop notices), in no event shall the Obligee
<br />withhold any portion of the estimated Contract amount, on account of claims, liens, suits or demands by
<br />person or entities furnishing or alleging io have furnished labor and/or materials to the Project.
<br />10. Payment Requisitions. Surety, through its Completing Contractor(s), shall submit to
<br />Obligee the information or documentation required regarding the work performed as set forth in the
<br />Contract.
<br />11. Offset. All monies due, and to become due, pursuant to the Contract and this Agreement,
<br />including, without limitation, progress payments, payments for extra work or additional work orders,
<br />retention, final payment for work on behalf of Surety by the Completing Contractor(s), shall be made to
<br />Surety unconditionally and without retention, offset or withholding, except as set forth in this Agreement,
<br />the Contract or as allowed bylaw. All payments shall be made directly to Surety by check payable to the
<br />Surety at the address stated in paragraph 14 of this Agreement.
<br />12. Mutual Reservation of Rights. This Agreement is solely for the benefit of the Obligee and
<br />the Surety. The Obligee and the Surety do not intend by any provision of this Agreement to create any
<br />rights in any third party beneficiaries, nor to confer any benefit upon or enforceable rights under this
<br />Agreement or otherwise upon any one other than the Obligee and the Surety, Nothing in this Agreement
<br />shall waive or release any defense or limitation against any third party claims. The Surety and the Obligee
<br />mutually reserve all rights, claims, causes of actions, demands and defenses, known or unknown, now
<br />existing or accruing hereafter that they have or may have against each other. It is not the intention of the
<br />Surety in entering into this Takeover Agreement to waive, prejudice, amend, alter, revise, release or in any
<br />way adversely affect any claim, cause of action or defense, known or unknown, that it, as Surety, or the
<br />Principal, might have against the Obligee or any other person, party or entity.
<br />Furthermore, it is not the intension of the Obligee in entering into this Takeover Agreement to waive,
<br />prejudice, amend, alter, revise, release or in any way adversely affect any claim, cause of action or
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