Common use of SUBCONTRACTUAL RELATIONS Clause in Contracts

SUBCONTRACTUAL RELATIONS. By appropriate written agreement, the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that the Contractor, by these Contract Documents, assumes toward the Owner and the Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Contractor shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar agreement that may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies of the written agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase order, or similar agreement to the Owner, consistent with Section

SUBCONTRACTUAL RELATIONS. By appropriate written agreement, 6.3.1 All subcontracts and sub-subcontracts shall be in writing. Each subcontract and sub-subcontract shall contain a reference to this Contract and shall incorporate the Contractor shall require each first-tier Subcontractor, terms and conditions hereof to the full extent applicable to the portion of the Work to be performed by covered thereby. Each Subcontractor must agree, for the first-tier Subcontractorbenefit of the Owner, to be bound by, and to require each of its Sub-subcontractors to be bound by, such terms and conditions to the Contractor by terms full extent applicable to its portion of the Work. In addition, each Subcontract and sub-subcontract must: (i) require that the Work be performed in strict accordance with the requirements of the Contract Documents, and to assume toward the Contractor ; (ii) waive all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work rights that the Contractor, by these Contract Documents, assumes toward subcontractor or sub-subcontractor may have against the Owner and the Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed for damages caused by fire or other perils covered by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, property insurance required by the Contract Documents, has against ; (iii) require the subcontractor or sub-subcontractor to carry and maintain insurance of the types and in the amounts required of Contractor by the Contract; (iv) require the subcontractor or sub-subcontractor to furnish such certificates and waivers as the Owner. The Contractor shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior any lender or title insurer may reasonably request, including waivers of mechanics', labor and materialmens' lien rights to the execution of extent permitted by law; and (v) provide that the subcontractsubcontract is freely assignable by Contractor to Owner and its assigns. 6.3.2 Each subcontract awarded hereunder by Contractor is hereby assigned by Contractor to Owner; provided, purchase orderhowever, or similar agreement, copies that such assignment is effective only after termination of the Contract Documents by Owner (in whole or in part) and only as to those subcontracts which the first-tier Owner affirmatively accepts by notifying the Subcontractor in writing. Upon the acceptance of a particular subcontract by Owner, (i) Contractor will be bound, and, upon written request promptly furnish to Owner the original signed copy of the first-tier Subcontractor, identify subcontract and (ii) Owner shall only be required to compensate the first-tier designated Subcontractor terms for compensation accruing for Work done or materials delivered from and conditions of after the proposed subcontract, purchase order, or similar agreement that may be at variance with date on which Owner accepts the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies of the written agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retainedSubcontract. Contractor shall require each be solely responsible for promptly paying all sums due and owing by Contractor to the designated Subcontractor for work performed or material supplied prior to Owner's acceptance of the applicable Subcontract. 6.3.3 Contractor shall be solely and fully responsible for the payment of all Subcontractors and all other persons or entities directly or indirectly employed by the Contractor, whether or not such persons or entities are entitled to assert mechanics' lien, equitable lien or labor and materialmens' lien rights against the property of Owner or the Work. If Contractor fails to make similar payments payment to its Sub-subcontractor. The Contractor shall defendany Subcontractors, indemnify and hold harmless Owner will have the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase orderright to make payment directly to such subcontractors for the amount claimed to be due by such party, and similar agreement shall state that the Subcontractor agrees amount of any such payment may be charged to Contractor (which Contractor will promptly pay) or deducted from the contingent assignment of amount due or to become due contractor under the subcontract, purchase order, or similar agreement to the Owner, consistent with SectionContract.

SUBCONTRACTUAL RELATIONS. 5.3.1 By appropriate agreement, written agreementwhere legally required for validity, the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that responsibilities which the Contractor, by these the Contract Documents, assumes toward the Owner and the Architect. Each subcontract agreement Subcontract shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be General Conditions January 10, 1996 Page 32 77 performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar agreementSubcontract, the benefit of all rights, remedies, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Where appropriate, the Contractor shall require each first-tier Subcontractor to enter into similar agreements with Subits respective sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar agreementSubcontract, copies of the Contract Documents to which the first-tier Subcontractor will be bound. 5.3.2 Notwithstanding any provision of Subparagraph 5.3.1, and, upon written request any part of the first-tier Subcontractor, identify Work performed for the Contractor by a Subcontractor shall be pursuant to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar agreement that may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies of the a written agreements Subcontract between the Contractor and such Subcontractor (or the Subcontractor and its sub-subcontractor at any subcontractor tier), which shall be prepared on request.a form of Subcontract satisfactory to the Owner in all respects. Each such Subcontract shall, where the context so requires, contain provisions that: § 5.3.1 The Contractor shall pay .1 Include a fixed amount for the Subcontractor's overhead and profit in connection with changes in the Work (i.e., (i) for each Subcontractor, upon receipt for any Work performed by that contractor's own forces, not to exceed fifteen percent (15%) of payment from the Ownercost for amounts up to $10,000 and not to exceed seven and a half percent (7-1/2%) for amounts in excess of $10,000, an and (ii) for each Subcontractor, for any Work performed by its sub-subcontractors, not to exceed ten percent (10%) of the amount equal due to the percentage of completion allowed sub-subcontractor for costs for amounts up to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor $5,000 and not to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment exceed five percent (5%) of the subcontractamount due for costs for amounts in excess of $5,000); .2 Require that such Work be performed in strict accordance with the requirements of the Contract Documents, purchase orderincluding, or similar agreement to without limitation, the Owner, consistent with Sectionlabor and employment provisions thereof;

SUBCONTRACTUAL RELATIONS. By appropriate written agreement, the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. The Owner shall be a third-party beneficiary to the Architecteach such subcontract. The terms and conditions of the Contract Documents shall be incorporated by reference into each subcontract agreement, included as provided below. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Where appropriate, the Contractor shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar subcontract agreement that may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-Sub- subcontractors. The Contractor Each subcontractor shall provide proof of insurance to Contractor consistent with the Contractor’s insurance to Owner copies of the written agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, in an amount equal commensurate with the Work to be performed by the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase order, or similar agreement to the Owner, consistent with Section

SUBCONTRACTUAL RELATIONS. By appropriate written agreement, the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that Work, which the Contractor, by these Contract Documents, assumes toward the Owner and Design Agent. Upon the Architectrequest of the User Agency and/or the Owner, the Contractor shall provide the User Agency and/or the Owner with copies of each subcontract agreement. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect Design Agent under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Where appropriate, the Contractor shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar subcontract agreement that may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies of the written agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase order, or similar agreement to the Owner, consistent with Section

SUBCONTRACTUAL RELATIONS. 5.2.1 By appropriate agreement, written agreementwhere legally required for validity, the Contractor shall require each first-tier SubcontractorSubcontractor of any tier, to the extent of the Work to be performed by the first-tier SubcontractorSubcontractor of any tier, to be bound to the Contractor by terms of the Contract Documents, Documents and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that responsibilities which the Contractor, by these Contract Documents, assumes toward the Owner and the ArchitectEngineer. Each subcontract agreement of any tier shall preserve and protect the rights of the Owner and the Architect Engineer under the Contract Documents with respect to the Work to be performed by the first-Subcontractor of any tier Subcontractor so that subcontracting thereof will not prejudice such rights, rights and shall allow to the first-tier SubcontractorSubcontractor of any tier, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Where appropriate, the Contractor shall require each first-tier Subcontractor to enter into similar agreements with Subits sub-subcontractors. The Contractor shall make available to each proposed first-tier SubcontractorSubcontractor of any tier, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-Subcontractor of any tier Subcontractor will shall be bound, and, upon written request . Subcontractors of the first-any tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar agreement that may be at variance with the Contract Documents. First-tier Subcontractors will shall similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies of the written such 5.2.2 All agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor a Subcontractor or supplier shall pay each Subcontractor, upon receipt of payment from contain provisions whereby Subcontractor or supplier waives all rights against the Owner, an amount equal to contractor, Owner’s representative, Engineer and all other additional insureds for all losses and damages caused by, arising out of, or resulting from any of the percentage perils covered by property or builders risk insurance coverage required of completion allowed to the Contractor in the Contract Documents. If insureds on account any such policies require separate waiver forms to be signed by any Subcontractors of such Subcontractor’s workany tier or suppliers, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless obtain the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ feessame. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase order, or similar agreement to the Owner, consistent with Section

SUBCONTRACTUAL RELATIONS. 5.3.1 By appropriate written agreement, the Contractor Construction Manager shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor Construction Manager by terms of the Contract Documents, and to assume toward the Contractor Construction Manager all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that 's Work, which the ContractorConstruction Manager, by these Contract Documents, assumes toward the Owner Owner, Development Manager and the Architect. Each subcontract agreement shall preserve and protect the rights of the Owner Owner, Development Manager and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, remedies and redress against the Contractor Construction Manager that the ContractorConstruction Manager, by the Contract Documents, has against the Owner. The Contractor Where appropriate, the Construction Manager shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor Construction Manager shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar subcontract agreement that which may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor . 5.3.2 Notwithstanding any provision of Subparagraph 5.3.1, any part of the Work performed for the Construction Manager by a Subcontractor or its Sub-subcontractor shall provide be pursuant to a written Subcontract between the Construction Manager and such Subcontractor (or the Subcontractor and its Subcontractor at any tier), which shall be prepared on a form of subcontract satisfactory to the Owner copies Development Manager in all respects. Each subcontract shall contain provisions that: 1. require that such Work be performed in accordance with the requirements of the written agreements between Contract Documents; 2. waive all rights the Contractor contracting parties may have against one another or that the Subcontractor may have against the Owner for damages caused by fire or other perils covered by the insurance described in the Contract Documents; 3. require the Subcontractor to carry and any subcontractor on request.maintain insurance coverage in accordance with the Contract Documents, and to file certificates of such coverage with the Construction Manager; § 5.3.1 The Contractor shall pay each 4. require the Subcontractor to submit certificates and waivers of liens for work completed by it and by its Sub-subcontractors as a condition to the disbursement of the progress payment next due and owing; 5. require submission to Construction Manager or Subcontractor, upon receipt as the case may be, of applications for payment from in a form approved by the Owner, an amount equal together with clearly defined invoices and billings supporting all such applications under xxxx xxxcontract to which the percentage Construction Manager is a party; 6. report, so far as practicable, unit prices and any other feasible formula for use in the determination of completion allowed to costs of changes in the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase order, or similar agreement to the Owner, consistent with SectionWork;

SUBCONTRACTUAL RELATIONS. By appropriate written agreement, the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by terms of the Contract Documentsthis Agreement, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that the Contractor, by these Contract Documentsthis Agreement, assumes toward the Owner Broward Health (including, but not limited to, those relating to insurance, indemnity, warranty, ownership of documents, correction of work, assignments, payment, and the Architectcompliance with applicable laws). Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents Broward Health with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will shall not prejudice such any of Broward Health’s rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documentsthis Agreement, has against the OwnerBroward Health. The Where appropriate, Contractor shall require each first-tier Subcontractor to enter into similar agreements Agreement with Subsub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents this Agreement to which the first-tier Subcontractor will shall be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar agreement that may be at variance with the Contract Documents. First-tier Subcontractors will shall similarly make copies of applicable portions of such documents available to their respective proposed Subsub-subcontractors. The Contractor shall provide be fully responsible for any damages caused by any breach of contract or by any acts, omissions, breach, or negligence of Subcontractors, sub-subcontractors, suppliers, Lienors, or anyone else performing any of the Work under Contractor. In addition to the Owner copies other terms and conditions of this Agreement, to the extent any remedial work, corrective work, or warranty work is required due to the breach, acts, or omissions of any of Contractor’s Subcontractors, sub- subcontractors, suppliers, Lienors, or anyone else performing any of the written agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each SubcontractorWork under Contractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defendsuch remedial work, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase ordercorrective work, or similar agreement warranty work to the Owner, consistent with Sectionbe promptly performed at Contractor’s cost and expense (and such expenses shall in no way be charged to Broward Health).

SUBCONTRACTUAL RELATIONS. 5.2.1 By appropriate written agreement, the agreement Contractor shall require each first-tier Subcontractorsubcontractor, to the extent of the Work to be performed by the first-tier Subcontractorsubcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractorsubcontractor’s Work that the work, which Contractor, by these Contract Documents, assumes toward the Owner and the ArchitectOwner. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Contractor shall require each first-tier Subcontractor subcontractor to enter into similar agreements with Sublower-tier subcontractors. The Contractor shall make available to each proposed first-tier Subcontractorsubcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar agreement that may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sublower-tier subcontractors. The . 5.2.2 Any part of the Work performed by a subcontractor (of any tier) shall be pursuant to a written agreement, which shall require, at a minimum, the following provisions: (i) Require each subcontractor to perform the Work in strict conformance with the requirements of the Contract Documents; (ii) Require each subcontractor to indemnify Owner to the same extent as Contractor shall has agreed to indemnify Owner under the Agreement; (iii) Require each subcontractor to obtain, and maintain for the prescribed periods, the insurance coverages required to be obtained by subcontractors under Article 11 herein; and to provide to Owner and Contractor certificates of insurance verifying the coverages when requested; (iv) Require each subcontractor to waive all rights they may have against Owner copies for damages caused by fire or other perils covered by the insurance described in the Contract Documents; (v) Require submission of applications for payment in a form approved by Owner, together with clearly defined invoices and xxxxxxxx supporting all such applications under each subcontract to which Contractor is a party; (vi) Require each subcontractor to submit certificates and waivers of claims and liens for Work completed by itself and by its lower-tier subcontractors and suppliers as a condition to the disbursement of the written agreements between progress payment next due and owing; (vii) Require each subcontractor to warrant the Work to Owner in the same manner and for at least the same duration that Contractor has warranted the Work to Owner; (viii) At Owner’s option, require that each subcontractor continue to perform under its subcontract in the event the Agreement is terminated and any Owner requests such subcontractor on request.to continue such performance, in which case Owner shall be liable only for work subsequently performed; § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from (ix) Permit the Owner, subcontract to be terminated for convenience in the event that this Agreement is terminated and Owner elects not to accept an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase order, or similar agreement ; (x) Require each subcontractor to the Owner, consistent pay its lower-tier subcontractors and/or suppliers in accordance with Sectionapplicable prompt payment laws.

SUBCONTRACTUAL RELATIONS. 5.3.1 By appropriate agreement, written agreementwhere legally required for validity, the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that 's Work, which the Contractor, by these Contract Documents, assumes toward the Owner and the Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Where appropriate, the Contractor shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar subcontract agreement that which may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies . 5.3.2 Notwithstanding any provision of Subparagraph 5.3.1, any part of the Work performed for the Contractor by a Subcontractor or its Sub-subcontractor shall be pursuant to a written agreements Subcontract between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from such Subcontractor (or the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to and its Sub-subcontractor. The Contractor subcontractor at any tier), which shall defend, indemnify and hold harmless be prepared on a form of subcontract satisfactory to the Owner from any liens and Subcontractor claimsin all respects. Each such subcontract shall, including where the context so requires, contain provisions that: 1. require that such Work be performed in accordance with the requirements of the Contract Documents; 2. waive all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state rights the contracting parties may have against one another or that the Subcontractor agrees to or the contingent assignment of Subsubcontractor may have against the subcontract, purchase order, Owner for damages caused by fire or similar agreement to other perils covered by the Owner, consistent with Sectioninsurance described in the Contract Documents;

SUBCONTRACTUAL RELATIONS. 4.3.1 By an appropriate written agreement, the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that responsibilities which the Contractor, by these Contract Documents, assumes toward the Owner and the ArchitectOwner. Each subcontract Said agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that the subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, agreement between the Contractor and similar agreementSubcontractor, the benefit of all rights, remedies, remedies and redress against the Contractor that the Contractor, by the these Contract Documents, has against the Owner. The Where appropriate, the Contractor shall require each first-tier Subcontractor to enter into similar agreements with his Sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar agreement, copies of the Contract Documents to which the first-tier Subcontractor will be boundbound by this Section 4.3, and, upon written request of the first-tier Subcontractor, and identify to the first-tier Subcontractor any terms and conditions of the proposed subcontract, purchase order, or similar agreement that Subcontract which may be at variance with the Contract Documents. First-tier Subcontractors will Each Subcontractor shall similarly make copies of applicable portions of such documents Contract Documents available to their respective proposed his Sub-subcontractors. 4.3.2 The provisions herein regarding Subcontractor approvals shall in no way affect the liability of the Contractor to the Owner regarding performance of all obligations by or payment of Subcontractors. Approval to subcontract with any given Subcontractor shall not to any degree relieve the Contractor of his obligation to perform or have performed to the full satisfaction of the Owner the Work required by this Contract. 4.3.3 The Contractor shall provide submit Notice to the Owner copies of any Claims by Subcontractors for which the Owner is believed to be responsible, in strict conformance with the same time requirements and other procedures established for the submission of the written agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such SubcontractorContractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment of the subcontract, purchase order, or similar agreement Claims to the Owner, consistent with Section.

SUBCONTRACTUAL RELATIONS. 5.3.1 By appropriate written agreement, [written where legally required for validity,] the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that responsibilities which the Contractor, by these Contract Documents, assumes toward the Owner Owner, Development Manager and the Architect. Each subcontract agreement shall preserve and protect the rights of the Owner Owner, Development Manager and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Where appropriate, the Contractor shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar subcontract agreement that which may be at variance with the Contract Documents. First-tier Subcontractors will shall similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies . 5.3.2 Any part of the work performed for the Contractor by a Subcontractor shall be pursuant to a written agreements Subcontract between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each such Subcontractor, upon receipt which shall be prepared on the form of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless Subcontract which the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees.has approved. Each Subcontract shall: § 5.3.2 Each subcontract, purchase order, and similar agreement shall state .1 require that such work be performed in accordance with the Subcontractor agrees to the contingent assignment requirements of the subcontract, purchase order, or similar agreement to the Owner, consistent with SectionContract Documents;

SUBCONTRACTUAL RELATIONS. 5.3.1 By appropriate written agreement, subcontract agreement the Contractor shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that Work, which the Contractor, by these Contract Documents, assumes toward the Owner and the Architect. Each subcontract agreement Subcontract shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar agreement. Where appropriate, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Contractor shall require each first-tier Subcontractor to enter into similar agreements with Sub-Sub- subcontractors. The Contractor shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar agreement that may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. 5.3.2 Each Subcontractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under its Subcontract. The Contractor shall provide to Only if a Subcontract is on a basis other than a fixed price basis, or if required by applicable law, the Owner copies of and the written agreements between the Contractor Owner’s accountants shall be afforded access to, and any subcontractor on request. § 5.3.1 The Contractor shall pay be permitted to audit and copy each Subcontractor’s records, upon receipt of payment from the Ownerbooks, an amount equal correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the percentage of completion allowed to the Contractor on account of such Subcontractor’s workits subcontract, less the percentage retained. Contractor shall require and each Subcontractor to make similar payments to its Sub-subcontractor. The Contractor shall defend, indemnify and hold harmless the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state that the Subcontractor agrees to the contingent assignment preserve these materials for a period of the subcontract, purchase orderthree (3) years after final payment, or similar agreement to the Owner, consistent with Sectionfor such longer period as may be required by law.

SUBCONTRACTUAL RELATIONS. 4.3.1 By an appropriate written agreement, the Contractor Landlord shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to Landlord by the Contractor by terms of the Contract Documents, and to assume toward the Contractor Landlord all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that the Contractorresponsibilities which Landlord, by these Contract Documentsdocuments, assumes toward the Owner and the ArchitectTenant. Each subcontract Said agreement shall preserve and protect the rights of the Owner and the Architect Tenant under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that the subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. The Contractor Landlord shall require each first-tier Subcontractor to enter into similar agreements with its Sub-subcontractors. The Contractor Landlord shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the -12- Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, bound by this subparagraph and shall identify to the first-tier Subcontractor any terms and conditions of the proposed subcontract, purchase order, or similar agreement that subcontract which may be at variance with the Contract Documents. First-tier Subcontractors will Landlord shall require each Subcontractor similarly to make copies of applicable portions of such documents available to their respective proposed its Sub-subcontractors. 4.3.2 Landlord shall not award a subcontract for any Changed Work on the basis of the cost of the work plus a fee without Tenant's prior consent. The Contractor In addition, Landlord shall provide not award a subcontract for any Changed Work which provides that the allowance for overhead and profit payable to the Owner copies Subcontractor with respect to changes in the Work is greater than the following: 1) with respect to those portions of such Work performed by such Subcontractor, the allowance shall not exceed ten (10%) percent of the written agreements between the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account cost of such Subcontractor’s workportions of the Work, less the percentage retained. Contractor shall require each Subcontractor 2) with respect to make similar payments to its those portions of such Work performed by any lower tier Sub-subcontractor. The Contractor , the allowance shall defend, indemnify and hold harmless not exceed five (5%) percent of the Owner from any liens and Subcontractor claims, including all expenses and attorneys’ feesamount paid to such lower tier Sub-subcontractor as a result of such change. § 5.3.2 4.3.3 Each subcontractsubcontract agreement for a portion of the Work is assigned by Landlord to Tenant, purchase order, provided that such assignment is effective only after the termination of the Agreement by Tenant for cause and similar agreement shall state provided that such assignment is effective only as to those subcontracts which Tenant specifically accepts by notifying the Subcontractor in writing. Landlord agrees to execute such additional documents as Tenant may request to confirm such assignments. Landlord shall insure that each subcontract agreement recognizes the contingent assignment rights of the subcontract, purchase order, or similar agreement Tenant pursuant to the Owner, consistent foregoing contingent assignment. Landlord shall provide Tenant with Sectiona copy of each subcontract agreement upon request.

SUBCONTRACTUAL RELATIONS. 5.3.1 By appropriate written agreement, the Contractor Construction Manager shall require each first-tier Subcontractor, to the extent of the Work to be performed by the first-tier Subcontractor, to be bound to the Contractor Construction Manager by terms of the Contract Documents, and to assume toward the Contractor Construction Manager all the obligations and responsibilities, including the responsibility for safety of the first-tier Subcontractor’s Work that 's Work, which the ContractorConstruction Manager, by these Contract Documents, assumes toward the Owner Owner, Development Manager and the Architect. Each subcontract agreement shall preserve and protect the rights of the Owner Owner, Development Manager and the Architect under the Contract Documents with respect to the Work to be performed by the first-tier Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the first-tier Subcontractor, unless specifically provided otherwise in the subcontract, purchase order, and similar subcontract agreement, the benefit of all rights, remedies, remedies and redress against the Contractor Construction Manager that the ContractorConstruction Manager, by the Contract Documents, has against the Owner. The Contractor Where appropriate, the Construction Manager shall require each first-tier Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor Construction Manager shall make available to each proposed first-tier Subcontractor, prior to the execution of the subcontract, purchase order, or similar subcontract agreement, copies of the Contract Documents to which the first-tier Subcontractor will be bound, and, upon written request of the first-tier Subcontractor, identify to the first-tier Subcontractor terms and conditions of the proposed subcontract, purchase order, or similar subcontract agreement that which may be at variance with the Contract Documents. First-tier Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall provide to the Owner copies . 5.3.2 Notwithstanding any provision of Subparagraph 5.3.1, any part of the written agreements between Work performed for the Contractor and any subcontractor on request. § 5.3.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s work, less the percentage retained. Contractor shall require each Construction Manager by a Subcontractor to make similar payments to or its Sub-subcontractorsubcontractor shall be pursuant to a written Subcontract between the Construction Manager and such Subcontractor (or the Subcontractor and its Subcontractor at any tier), which shall be prepared on a form of subcontract satisfactory to the Development Manager in all respects. The Contractor Each subcontract shall defend, indemnify and hold harmless contain provisions that: 1. require that such Work be performed in accordance with the Owner from any liens and Subcontractor claims, including requirements of the Contract Documents; 2. waive all expenses and attorneys’ fees. § 5.3.2 Each subcontract, purchase order, and similar agreement shall state rights the contracting parties may have against one another or that the Subcontractor agrees to may have against the contingent assignment of Owner for damages caused by fire or other perils covered by the subcontract, purchase order, or similar agreement to insurance described in the Owner, consistent with SectionContract Documents;