Common use of CONTRACT REQUIREMENTS Clause in Contracts

CONTRACT REQUIREMENTS. Owner shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a Qualified Contractor, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract and any Material Additional Work Design Contract to permit City Parties to use (but not own) any plans and specifications to which Owner is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract, (iv) the Project Construction Contract and any Material Additional Work Construction Contract to provide for statutory retainage in accordance with the then current requirements of the Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements shall be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work), and (v) the Project Construction Contract to (a) cover all of the Project Improvements Work through Final Completion, (b) require Substantial Completion to be achieved in accordance with the terms of this Agreement (except as otherwise Approved by City Representative pursuant to Section 11.1.5), (d) as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Construction Contract Bond”). or be guaranteed by a creditworthy parent entity of the Project Contractor with the financial ability to pay sums should they become due under such a parent guarantee and include the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Contractor Parent Guarantee”). in each case naming City as a co-obligee (except as otherwise Approved by City Representative) and (e) require that upon Substantial Completion, Owner shall continue to retain an amount at least equal to the greater of $5,000,000.00 or two times the cost to complete the Project Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Representative (collectively, the “Project Construction Contract Requirements”).

CONTRACT REQUIREMENTS. Owner StadCo shall cause (i) cause, and has caused, all contracts CONFIDENTIAL to which StadCo is a direct party with any contractor regarding the construction of any Construction Project Improvements Work (including the Design-Build Agreement) (a) to be entered into with a Qualified Contractor, (iib) to require such contractor to perform such Project Improvements Work in a good and workmanlike manner, (c) to comply with the terms of Section 31(1)(c), Section 31(2), Section 31.5, and Section 36(1)(c) of the Act, (d) to name the Authority as an additional insured and indemnified party, and (e) to provide the Authority is a third party beneficiary thereof. Further, StadCo shall cause all contracts to which StadCo is a direct party with any architect or design professional regarding any Construction Project Improvements Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract Professional and any Material Additional Work Design Contract to permit City Parties the Authority to use (but not own) any plans and specifications to which Owner StadCo is then entitled pursuant thereto. Further, StadCo shall cause the Design-Build Agreement to any such Project Design Contract or Material Additional Work Design Contract, (iva) the Project Construction Contract and any Material Additional Work Construction Contract to provide for no less than statutory retainage in accordance with the then current requirements of the Texas Property Code and to contain Applicable Law, (b) provide for a representation and customary warranty that the Construction Project Improvements Work covered by such agreements shall agreement will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Project Improvements Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work)Project Improvements) and an assignment to the Authority of the right to enforce such warranty as to any Project Improvements, and to the same extent as if the Authority were a party to the contract, (v) the Project Construction Contract to (ac) cover all of the Project Improvements Work through Final Completion, (bd) require Substantial Completion to be achieved in accordance with the terms of this Agreement (except as otherwise Approved by City Representative pursuant to Section 11.1.5)provide for a fixed price or a guaranteed maximum price for all such work, (de) as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Stadium Construction Contract Bond”). ) or be guaranteed by obtain a parent guaranty from a creditworthy parent entity of the Project Contractor Design-Builder with the financial ability to pay sums should they become due under such a parent guarantee and include guaranty, as reasonably determined by the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld FinanceCo Agent (collectively, the “Project Contractor Design-Builder Parent GuaranteeGuaranty”). , in each case naming City the Authority as a co-obligee obligee, (except as otherwise Approved by City Representative) and (ef) require that upon Substantial Completion, Owner shall StadCo will continue to retain an amount at least equal to the greater of $5,000,000.00 or two times the cost sufficient amounts to complete the Project Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Representative Completion, and (g) otherwise provide the Design-Builder must comply with the terms of Sections 31(1)(c), 31(2), 31.5, and 36(1)(c) of the Act. The provisions of this Section 7.8 that require the Design-Build Agreement to contain certain terms and requirements are collectively, the “Project Construction Contract Design-Build Agreement Requirements.”).

CONTRACT REQUIREMENTS. Owner StadCo shall cause (i) cause, and has caused, all contracts to which StadCo is a direct party with any contractor regarding the construction of any Project Improvements Work (including the Architect Agreement and Construction Work Manager at Risk Agreement) (a) to be entered into with a Qualified Contractor, (iib) to require such contractor to perform such Project Improvements Work in a good and workmanlike manner, (c) to name the Authority as an additional insured and indemnified party, and (e) to designate the Authority as a third party beneficiary thereof. Further, StadCo shall cause all contracts to which StadCo is a direct party with any architect or design professional regarding any Construction Project Improvements Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract Professional and any Material Additional Work Design Contract to permit City Parties StadCo, upon Final Completion, to use (but not own) any assign ownership of the plans and specifications to which Owner is then entitled pursuant the Authority, subject to any such Project Design Contract or Material Additional Work Design Contract, (iv) StadCo having a license to use the Project Construction Contract plans and any Material Additional Work Construction Contract specifications to provide for statutory retainage operate the Stadium in accordance with the then current requirements of Stadium Lease. Further, StadCo shall cause the Texas Property Code and Construction Manager at Risk Agreement to contain (a) provide for a representation and required Substantial Completion Date, with liquidated damages that are acceptable to the Authority for failure to achieve Substantial Completion on or before the required deadline; (b) provide for a customary warranty that the Construction Project Improvements Work covered by such agreements shall agreement will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Project Improvements Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work)Project Improvements) and an assignment to the Authority of the right to enforce such warranty as to any Project Improvements, and to the same extent as if the Authority were a party to the contract, (v) the Project Construction Contract to (ac) cover all of the Project Improvements Work through Final Completion, (b) require Substantial Completion to be achieved in accordance with the terms of this Agreement (except as otherwise Approved by City Representative pursuant to Section 11.1.5)provide for a fixed price or a guaranteed maximum price for all such work, (d) as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Stadium Construction Contract Bond”). or be guaranteed by a creditworthy parent entity of ) naming the Project Contractor with the financial ability to pay sums should they become due under such a parent guarantee and include the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Contractor Parent Guarantee”). in each case naming City Authority as a co-obligee (except as otherwise Approved by City Representative) and co obligee, (e) require that upon Substantial Completion, Owner shall StadCo will continue to retain an amount at least equal to the greater of $5,000,000.00 or two times the cost sufficient amounts to complete the Project Improvements Work in order to achieve Final Completion unless Completion, (f) provide that all substantive construction work will be procured with a lesser amount is Approved competitive process approved by City Representative the Authority and that the XXXX will not self-perform any construction work without the Authority’s express consent and (g) otherwise provide the XXXX must comply with Applicable Law. The provisions of this Section 7.7 that require the XXXX Agreement to contain certain terms and requirements are collectively, the “Project Construction Contract XXXX Agreement Requirements”).” Notwithstanding anything contained herein to the contrary, all service contracts and equipment leases must provide that upon an early termination of this Agreement, such service contracts and equipment leases may, at the election of the Authority without the obligation of the Authority to do so, be assumed by the Authority and continue in full force and effect pursuant to their respective terms.‌

CONTRACT REQUIREMENTS. Owner Tenant shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a Qualified ContractorContractor and to require such contractor to perform such Construction Work in a good and workmanlike manner, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) the any Project Design Contract and any Material Additional Work Design Contract to permit City Parties Landlord to use (but not own) any plans and specifications to which Owner Tenant is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract, subject to the terms of the applicable contract, (iv) the Project Construction Contract and any Material Additional Work Construction Contract to provide for statutory retainage in accordance with the then current requirements of the Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements shall will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work)) and an assignment to Landlord of the right to enforce such warranty as to any Project Improvements, to the same extent as if Landlord were a party to the contract and (v) the Project Construction Contract to (a) cover all of the Project Improvements Work through Final Completion, (b) provide for a fixed price or a guaranteed maximum price for all such work, (c) require Substantial Completion to be achieved in accordance with the terms of this Agreement (except as otherwise Approved by City Representative pursuant to Section 11.1.5)Lease, (d) as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that which have been Approved by City Landlord Representative, such Approval not to be unreasonably withheld withheld, naming Landlord as a co-obligee (collectively, the “Project Construction Contract Bond”). or be guaranteed by a creditworthy parent entity ) and which covers the payment and performance obligations of such Project Contractor under the Project Contractor with the financial ability to pay sums should they become due under such a parent guarantee and include the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Contractor Parent Guarantee”). in each case naming City as a co-obligee (except as otherwise Approved by City Representative) Construction Contract and (e) require that upon Substantial Completion, Owner shall Tenant will continue to retain an amount at least equal to the greater of $5,000,000.00 or two times the cost to complete the Project Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Landlord’s Representative (collectively, the “Project Construction Contract Requirements”).

CONTRACT REQUIREMENTS. Owner StadCo shall cause (i) cause, and has caused, all contracts CONFIDENTIAL to which StadCo is a direct party with any contractor regarding the construction of any Construction Project Improvements Work (including the Design-Build Agreement) (Aa) to be entered into with a Qualified Contractor, (iiBb) to require such contractor to perform such Project Improvements Work in a good and workmanlike manner, (Cc) to comply with the terms of Section 31(1)(c), Section 31(2), Section 31.5, and Section 36(1)(c) of the Act, (Dd) to name the Authority as an additional insured and indemnified party, and (Ee) to provide the Authority is a third party beneficiary thereof. Further, StadCo shall cause all contracts to which StadCo is a direct party with any architect or design professional regarding any Construction Project Improvements Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract Professional and any Material Additional Work Design Contract to permit City Parties the Authority to use (but not own) any plans and specifications to which Owner StadCo is then entitled pursuant thereto. Further, StadCo shall cause the Design-Build Agreement to any such Project Design Contract or Material Additional Work Design Contract, (ivAa) the Project Construction Contract and any Material Additional Work Construction Contract to provide for no less than statutory retainage in accordance with the then current requirements of the Texas Property Code and to contain Applicable Law, (Bb) provide for a representation and customary warranty that the Construction Project Improvements Work covered by such agreements shall agreement will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Project Improvements Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work)Project Improvements) and an assignment to the Authority of the right to enforce such warranty as to any Project Improvements, and to the same extent as if the Authority were a party to the contract, (v) the Project Construction Contract to (aCc) cover all of the Project Improvements Work through Final Completion, (bDd) require Substantial Completion to be achieved in accordance with the terms of this Agreement (except as otherwise Approved by City Representative pursuant to Section 11.1.5)provide for a fixed price or a guaranteed maximum price for all such work, (dEe) as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Stadium Construction Contract Bond”). ) or be guaranteed by obtain a parent guaranty from a creditworthy parent entity of the Project Contractor Design-Builder with the financial ability to pay sums should they become due under such a parent guarantee and include guaranty, as reasonably determined by the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld FinanceCo Agent (collectively, the “Project Contractor Design-Builder Parent GuaranteeGuaranty”). , in each case naming City the Authority as a co-obligee obligee, (except as otherwise Approved by City Representative) and (eFf) require that upon Substantial Completion, Owner shall StadCo will continue to retain an amount at least equal to the greater of $5,000,000.00 or two times the cost sufficient amounts to complete the Project Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Representative Completion, and (Gg) otherwise provide the Design-Builder must comply with the terms of Sections 31(1)(c), 31(2), 31.5, and 36(1)(c) of the Act. The provisions of this Section 7.8 that require the Design-Build Agreement to contain certain terms and requirements are collectively, the “Project Construction Contract Design-Build Agreement Requirements.”).

CONTRACT REQUIREMENTS. Owner StadCo shall cause (i) cause, and has caused, all contracts to which StadCo is a direct party with any contractor regarding the construction of any Construction Project Improvements Work (including the Design-Build Agreement) (A) to be entered into with a Qualified Contractor, (iiB) to require such contractor to perform such Project Improvements Work in a good and workmanlike manner, (C) to comply with the terms of Section 31(1)(c), Section 31(2), Section 31.5, and Section 36(1)(c) of the Act, (D) to name the Authority as an additional insured and indemnified party, and (E) to provide the Authority is a third party beneficiary thereof. Further, StadCo shall cause all contracts to which StadCo is a direct party with any architect or design professional regarding any Construction Project Improvements Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract Professional and any Material Additional Work Design Contract to permit City Parties the Authority to use (but not own) any plans and specifications to which Owner StadCo is then entitled pursuant thereto. Further, StadCo shall cause the Design-Build Agreement to any such Project Design Contract or Material Additional Work Design Contract, (ivA) the Project Construction Contract and any Material Additional Work Construction Contract to provide for no less than statutory retainage in accordance with the then current requirements of the Texas Property Code and to contain Applicable Law, (B) provide for a representation and customary warranty that the Construction Project Improvements Work covered by such agreements shall agreement will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Project Improvements Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work)Project Improvements) and an assignment to the Authority of the right to enforce such warranty as to any Project Improvements, and to the same extent as if the Authority were a party to the contract, (v) the Project Construction Contract to (aC) cover all of the Project Improvements Work through Final Completion, (bD) require Substantial Completion to be achieved in accordance with the terms of this Agreement (except as otherwise Approved by City Representative pursuant to Section 11.1.5)provide for a fixed price or a guaranteed maximum price for all such work, (dE) as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Stadium Construction Contract Bond”). ) or be guaranteed by obtain a parent guaranty from a creditworthy parent entity of the Project Contractor Design-Builder with the financial ability to pay sums should they become due under such a parent guarantee and include guaranty, as reasonably determined by the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld FinanceCo Agent (collectively, the “Project Contractor Design-Builder Parent GuaranteeGuaranty”). , in each case naming City the Authority as a co-obligee obligee, (except as otherwise Approved by City Representative) and (eF) require that upon Substantial Completion, Owner shall StadCo will continue to retain an amount at least equal to the greater of $5,000,000.00 or two times the cost sufficient amounts to complete the Project Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Representative (collectivelyCompletion, the “Project Construction Contract Requirements”).and

CONTRACT REQUIREMENTS. Owner Tenant shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a Qualified ContractorContractor and to require such contractor to perform such Construction Work in a good and workmanlike manner, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract and any Material Additional Work Design Contract to permit City Parties Landlord to use (but not own) any plans and specifications to which Owner Tenant is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract; provided that Landlord assumes the future obligations of Tenant under such contract including the obligation to pay any future sums due under such contract, (iv) the Project Construction Contract and any Material Additional Work Construction Contract to provide for statutory retainage in accordance with the then current requirements of the Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements shall will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work)) and an assignment to Landlord of the right to enforce such warranty as to any Project Improvements, to the same extent as if Landlord were a party to the contract, (v) the Project Construction Contract and the Project Design Contract to require the Project Contractor and the Project Architect to comply with the terms of Section 9.12 hereof and (vvi) the Project Construction Contract to (a) cover all of the Project Improvements Work through Final Completion, (b) provide for a fixed price or a guaranteed maximum price for all such work, (c) require Substantial Completion to be achieved in accordance with the terms of this Agreement Lease (except as otherwise Approved by City Landlord Representative pursuant to Section 11.1.5), (d) as determined by Owner Tenant either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Landlord Representative, such Approval not to be unreasonably withheld (collectively, the “Project Construction Contract Bond”). , or be guaranteed by a creditworthy parent entity of the Project Contractor with the financial ability to pay sums should they become due under such a parent guarantee and include the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Contractor Parent Guarantee”). , in each case naming City Landlord as a co-obligee (except as otherwise Approved by City RepresentativeLandlord Representative pursuant to Section 11.1.5) and (e) require that upon Substantial Completion, Owner shall Tenant will continue to retain an amount at least equal to the greater of $5,000,000.00 150,000 or two times the cost sufficient to complete the Project Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Landlord’s Representative (collectively, the “Project Construction Contract Requirements”).