Common use of Collateral Assignments of Agreements Clause in Contracts

Collateral Assignments of Agreements. Contractor hereby grants, transfers, and assigns to Owner all the right, title, and interest of Contractor in, to, and under any and all Subcontracts or other agreements executed by or on behalf of the Contractor for the furnishing of Work hereunder, including any materials, supplies, and equipment which are to be incorporated into the Work and, to the extent assignable, all leases entered into for equipment to be used in connection with the performance of the Work. Such assignments shall be exercisable by Owner, at its election, in the event that Contractor is in default hereunder and Owner has exercised its right to terminate the Work or this Agreement in whole or in part, or to take control of the Project. The Owner shall not be a third-party beneficiary of agreements between the Contractor and any third party concerning the subject matter of this Agreement or the Work unless Owner has exercised its right to assume such agreement pursuant to this provision. Owner may reassign such Subcontracts or other agreements to another Contractor or any other person or entity as necessary to continue with the Work in such event, and such assignee may exercise Owner's rights in the contracts and Contractor shall cause each contract to so provide. Contractor shall ensure that each such Subcontract or other agreement relating to the Work with a Subcontractor or other entity contains the consent of each such Subcontractor or entity to the foregoing assignment, by insertion of the following provision, as appropriately modified with Owner’s approval to conform the context thereof: “[INSERT NAME OF SUBCONTRACTOR OR OTHER ENTITY] (“Lower-Tier Provider”) hereby irrevocably and collaterally assigns to University Health System (as “Owner”) this [Subcontract or Purchase Order] between Contractor and Lower Tier Provider to secure Contractor’s obligations to perform under the Contractor at Risk Agreement, Contract No. , dated [DATE], between Contractor and Owner in connection with the Project. Lower-Tier Provider hereby consents to this assignment, and shall execute all documents reasonably required to evidence or facilitate the effectiveness of such assignment. Such assignment shall not, however, become effective until Owner delivers notice of intent to Lower-Tier Provider that Owner has elected to accept and assume such assignment, whereupon Owner may elect in writing within thirty (30) calendar days thereof, to require Lower-Tier Provider to (a) cease Work on and/or vacate the Project, or (b) continue performance hereunder. The Lower-Tier Provider agrees to notify Owner simultaneously with its issuance of any notice to the Contractor of the circumstances relating to the occurrence of any material default by the Contractor in its obligations to Lower-Tier Provider hereunder, which may lead to Lower-Tier Provider’s election to exercise any right to suspend or terminate hereunder, and Owner shall have an opportunity to cure such default by the Contractor, provided that such cure is effected within a reasonable period of time, but in no event later than thirty (30) days after the date of Owner’s receipt of such default notice. The Lower-Tier Provider further agrees to extend to Owner directly any warranties and remedies required of Lower-Tier Provider hereunder; provided however, the foregoing shall not change Lower-Tier Provider’s rights and obligations hereunder, other than to provide to Owner the right to directly enforce against Lower-Tier Provider such warranties and remedies.”

Collateral Assignments of Agreements. Contractor In addition to the collateral assignement of its agreement with the DPOR, in accordance with Section IX.G, Design-Build Firm hereby grants, transfers, and assigns to Owner all the right, title, and interest of Contractor Design-Build Firm in, to, and under any and all Subcontracts subcontracts, purchase orders or other agreements executed by or on behalf of the Contractor Design-Build Firm for the furnishing of Work hereunder, including any materials, supplies, and equipment which are to be incorporated into the Work and, to the extent assignable, all leases entered into for equipment to be used in connection with the performance of the Work. Such assignments shall be exercisable by Owner, at its election, in the event that Contractor Design-Build Firm is in default hereunder and Owner has exercised its right to terminate the Work or this Agreement in whole or in part, or to take control of the Project. The Owner shall not be a third-party beneficiary of agreements between the Contractor and any third party concerning the subject matter of this Agreement or the Work unless Owner has exercised its right to assume such agreement pursuant to this provision. Owner may reassign such Subcontracts subcontracts, purchase orders or other agreements to another Contractor construction manager or any other person or entity as necessary to continue with the Work in such event, and such assignee may exercise Owner's Owner s’ rights in the contracts and Contractor Design-Build Firm shall cause each contract to so provide. Contractor Design-Build Firm shall ensure that each such Subcontract subcontract or other agreement relating to the Work with a Subcontractor Design-Build Firm Parties or other entity contains the consent of each such Subcontractor Design-Build Firm Parties or entity to the foregoing assignment, by insertion of the following provision, as appropriately modified with Owner’s approval Owner s’ Approval to conform the context thereof: “[[ INSERT NAME OF SUBCONTRACTOR OR OTHER ENTITY] (( “Lower-Tier ProviderProvider ”) hereby irrevocably and collaterally assigns to University Health San Antonio Water System (as “OwnerOwner ”) this [Subcontract or Purchase Order] between Contractor Design-Build Firm and Lower Tier Provider to secure Contractor’s Design-Build Firm s’ obligations to perform under the Contractor at Risk Design-Build Services Agreement, Contract No. , dated [INSERT DATE], between Contractor Design- Build Firm and Owner in connection with the Project. Lower-Tier Provider hereby consents to this assignment, and shall execute all documents reasonably required to evidence or facilitate the effectiveness of such assignment. Such assignment shall not, however, become effective until Owner delivers notice of intent to Lower-Tier Provider that Owner has elected to accept and assume such assignment, whereupon Owner may elect in writing within thirty (30) calendar days Days thereof, to require Lower-Tier Provider to (a) cease Work on and/or vacate the Project, or (b) continue performance hereunder. The Lower-Tier Provider agrees to notify Owner simultaneously with its issuance of any notice to the Contractor Design-Build Firm of the circumstances relating to the occurrence of any material default by the Contractor Design-Build Firm in its obligations to Lower-Tier Provider hereunder, which may lead to Lower-Tier Provider’s Provider s’ election to exercise any right to suspend or terminate hereunder, and Owner shall have an opportunity to cure such default by the ContractorDesign-Build Firm, provided that such cure is effected within a reasonable period of time, but in no event later than thirty (30) days Days after the date of Owner’s Owner s’ receipt of such default notice. The Lower-Tier Provider further agrees to extend to Owner directly any warranties and remedies required of Lower-Tier Provider hereunder; provided however, the foregoing shall not change Lower-Tier Provider’s Provider s’ rights and obligations hereunder, other than to provide to Owner the right to directly enforce against Lower-Tier Provider such warranties and remedies.. ”