Common use of SUBCONTRACTS AND OTHER AGREEMENTS Clause in Contracts

SUBCONTRACTS AND OTHER AGREEMENTS. All portions of the DC Project work that Bechtel does not perform with its employees shall be performed pursuant to written subcontracts and, where applicable, sub-subcontracts or material purchase orders (collectively, "SUBCONTRACTS") with licensed or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers (collectively, "SUBCONTRACTORS"). It is the intention of the parties hereto that Bechtel shall act as a general contractor in connection with Bechxxx'x xxxformance of the Construction Services hereunder. Bechtel shall secure at least three (3) qualified bids from Subcontractors on each item in the construction of a DC Project (excluding those included in the General Work Requirements), including, without limitation, those performed by Bechtel, unless otherwise agreed to by Webvan. Bechtel shall promptly deliver to Webvan for each DC Project a summary of all bids received, together with Bechxxx'x xxxlysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify that, to the best of Bechxxx'x xxxwledge, each bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel shall notify Webvan of any bid that deviates from the Contract Documents. Webvan's approval of a bid on a Subcontract shall not constitute approval of a deviation or omission from the Contract Documents. Any approved deviation or omission from the Contract Documents shall occur only by means of a Change Order. 2.5.8.1 All Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall be subject to Webvan's prior written approval. In addition, Webvan reserves the right to reject any Subcontractor or any bid of a Subcontractor at any time prior to award. Webvan shall have five (5) business days after it receives Bechxxx'x xxxtten recommendations to approve or disapprove Bechxxx'x xxxommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bechxxx'x xxxommendations for any other Subcontractors or bids. After Webvan has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel shall contract, solely in its own name and behalf, and not in the name or behalf of Webvan, with the specified Subcontractor. Bechxxx'x Xxxcontract form shall provide that the Subcontractor shall perform its portion of the DC Project work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution by Bechtel. Webvan's approval shall not make Webvan a party to any Subcontract. 2.5.8.2 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsible

SUBCONTRACTS AND OTHER AGREEMENTS. 12.1 All portions of the DC Project work Work that Bechtel Contractor does not perform with its employees shall be performed pursuant to written subcontracts and, where applicable, sub-subcontracts or material purchase orders (collectively, "SUBCONTRACTSSubcontracts") with licensed or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers or other materialmen (collectively, "SUBCONTRACTORSSubcontractors"), approved in advance by Owner. It is the intention of the parties hereto that Bechtel shall act as a general contractor in connection with Bechxxx'x xxxformance of the Construction Services hereunder. Bechtel Contractor shall secure and deliver to Owner at least three (3) qualified bids from Subcontractors on each item any and all items in the construction of a DC the Project (excluding those included in the General Work Requirements), including, including without limitation, limitation those performed by BechtelContractor, unless otherwise agreed to by Webvan. Bechtel otherwise, from Owner-approved Subcontractors, and shall promptly deliver to Webvan for each DC Project a summary of Owner all bids receivedreceived in response to such solicitations, together with Bechxxx'x xxxlysis Contractor's analysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel Contractor shall keep all bid results confidential. Bechtel Contractor shall simultaneously deliver to Owner all data pertinent to Owner's decision and shall certify that, to the best of Bechxxx'x xxxwledgeContractor's knowledge, each the bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel Contractor shall notify Webvan Owner of any bid that deviates from the Contract Documents. WebvanOwner's approval of a bid on a Subcontract shall not constitute approval of a deviation or omission from the Contract Documents. Any approved deviation or omission from the Contract Documents shall occur only by means of a Change Order. 2.5.8.1 All Subcontractors . Subject to Article 5 of the General Conditions, Owner shall determine (with the advice of Contractor and Subcontracts for the procurementArchitect, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall be subject to Webvan's prior written approvalif requested by Owner) which bids are acceptable. In addition, Webvan Owner reserves the right to reject any Subcontractor or any bid of a Subcontractor at any time time. 12.2 All Subcontracts in excess of Two Hundred Fifty Thousand Dollars ($250,000) shall be submitted to Owner upon request by Owner prior to awardexecution by Contractor. Webvan Owner shall have five ten (510) business working days after it receives Bechxxx'x xxxtten recommendations within which to approve or disapprove Bechxxx'x xxxommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bechxxx'x xxxommendations for any other Subcontractors or bidsaward recommendations. After Webvan Owner has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel Contractor shall contract, solely in its own name and behalf, and not in the name or on behalf of WebvanOwner, with the specified Subcontractor. Bechxxx'x Xxxcontract form shall provide that the Subcontractor shall perform its portion of the DC Project work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution by Bechtel. WebvanOwner's approval shall not make Webvan Owner a party to any Subcontract. Contractor's Subcontract forms shall be subject to Owner's prior written approval. 2.5.8.2 12.3 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar a clause approved by Owner allowing for the direct assignment of each Subcontract to the Contract DocumentsOwner upon termination or full performance of this Agreement. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating Each Subcontract may then be further assigned to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsiblea new general contractor if Owner so elects.