HomeMy WebLinkAbout952820LIEN STATEMENT
KNOW ALL MEN BY THESE PRESENTS:
1. The name and address of the person/company seeking to enforce this lien is:
2. The amount claimed due and owing is $784,629.81 together with interest, reasonable attorneys
fees (if permitted by law or the contract), and other costs of collection as provided by the laws of the State of
Wyoming and by the terms of the contract between the parties.
3. The name and address of the persons against whose property the lien is filed is:
ExxonMobil Corporation
396 West Greens Road
Houston, Texas 77060
4. A detailed description of the work performed and materials supplied is as follows:
Chemical cleaning of the Breathing Air and Propane Systems of the CFZ Commercial Demonstration
Plant. These services were provided from December 8, 2009 through January 12, 2010. The services provided are
more particularly delineated in the invoice attached as Exhibit A hereto and incorporated by this reference.
5. The name of the party responsible for payment of the services and materials is: Rust
Constructors, Inc. dba Rust Constructors of Alabama, 33 Miles NE of Kemmerer, Kemmerer, WY 83101.
6. The date work was last performed and materials were last supplied was January 12, 2010.
7. A description of the property against which the lien is asserted is: the ExxonMobil Labarge Gas
Processing Plant Shute Creek, Wyoming facility more specifically described as:
The Sixth Principal Meridian, Wyoming,
T.22 N., R. 111 W., sec. 18, lot 8, SE1 /4SW 1/4, S1 /2SE1/4.
T.22 N., R. 112 W., sec. 14, S1/2N1/2, S1/2.
8. The services were provided under contract between PSC Industrial Services Division and Rust
Contractors Inc., dated November 4, 2009 attached hereto as Exhibit B.
RECEIVED 4/7/2010 at 3 :20 PM
RECEIVING 952820
BOOK: 745 PAGE: 183
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
PSC Industrial Outsourcing, LP
2525 South 1100 West
Woods Cross, UT 84807
LIEN CLAIMANT:
PSC Industrial Outsourcing, LP
2525 South 1100 West
Woods Cross, UT 84807
By:
Title: Secretary
STATE OF
COUNTY OF l6
My Commission Expires:
SS.
I, ,t6:044/1 -r://e. being first duly sworn, do depose and state that I am -SCC''1 /for
PSC Industrial Outsourcing, LP, that I have the read the foregoing Lien Statement, and understand the contents
thereof, that the statements contained therein are true and correct to th my know, edge, information and
belief, that the amounts set forth therein are a true and correct acco 1 mo nts due and owing to
Wyoming Machinery Company, after just credits have been :ive A 4
t A
Subscribed and sworn to before me this day of
WITNESS my hand and official seal.
2010, by /M 2 /V „S
„olI P MARLENE JENKINS
s' Notary Public, State of Texas
My Commission Expires
September 19, 2010
0 °f 4184
Bill To
Sold To
Invoice Number
URS CORP
URS CORP
WASHINGTON DIVISION
7800 EAST UNION AVE SUITE #100
DENVER, CO 80237
URS CORP
URS CORP
WASHINGTON DIVISION
7800 EAST UNION AVE SUITE #100
DENVER, CO 80237
149532296
Invoice Date
24- Feb -10
Payment Terms
30 NET
Invoice Total
$784,629.81
L Customer Number
1449
Billing Reference
149-0912-0004-B0002 1
PSC
PSC
P.O. NUMBER
149 0912- 0004 -B0002
URS CORP
URS CORP
ATTN: ACCOUNTS PAYABLE
WASHINGTON DIVISION
7800 EAST UNION AVE SUITE #100
DENVER, CO 80237
PSC Industrial Outsourcing, LP
Woods Cross
Service Description
Chemical Clean of Breathing Air and Propane Systems
Customer References
SC- CFZ-SCC -01
Detach and return this remittance form with your payment.
Make check or money order in U.S. Dollars payable to
PSC INDUSTRIAL OUTSOURCING, LP
Invoice Number: 149532296
Total Due By
$784,629.81
REMIT TO:
1449 PSC Industrial Outsourcing, LP
P.O. BOX 3070
HOUSTON, TX 77253
Page 1 of 2
26 -Mar-10
Do not send cash.
Billing Questions? Call 800 487 -8824
Billing Questions?
2525 SOUTH 1100 WEST
WOODS CROSS, UT 84087
800 487 -8824
o
Amount Enclosed
EXHIBIT
„R,,
Bill To
Sold To
Invoice Number
URS CORP
URS CORP
WASHINGTON DIVISION
7800 EAST UNION AVE SUITE #100
DENVER, CO 80237
URS CORP
URS CORP
WASHINGTON DIVISION
7800 EAST UNION AVE SUITE #100
DENVER, CO 80237
149532296
Invoice Date
24- Feb -10
Payment Terms
30 NET
Invoice Total
$784,629.81
Customer Number
1449
Billing Reference
149-0912-0004-B0002 1
PSC
Item No
Bin Level Charges
Other
999502
999502
999502
999502
999502
999502
SUB TOTAL
Description
REMIT TO:
PSC Industrial Outsourcing, Inc.
P.O. BOX 3070, HOUSTON, TX 77253 -3070
PSC Industrial Outsourcing, LP
Woods Cross
4lY
UOM
Unit Price
Ext Price
Chemical clean of Breathing Air 1 EA $324,600.00 $324,600.00
and Propane Systems
Change Order PSC1 Project 1 EA $49,815.38 $49,815.38
scope change: hoses, fittings,
wrapping hoses
Change Order PSC2 Project 1 EA $37,308.52 $37,308.52
change order due to doubling
the crew size to complete task
in time frame required. Also
inclusive of mobilization of crew
back to jobsite post holiday
Change Order PSC3 Project 1 EA $250,308.26 $250,308.26
scope change: requirement of
Praxair fulltime support.
Change Order PSC4 Project 1 EA $56,135.60 $56,135.60
scope change: additional vacuum
truck operator
Change Order PSC5 Project 1 EA $66,462.05 $66,462.05
scope change: addition of
secondary booster boiler
149 -9- 001299 $784,629.81
INVOICE TOTAL $784,629.81
Page 2 of 2
Billing Questions?
2525 SOUTH 1100 WEST
WOODS CROSS, UT 84087
800- 487 -8824
186
PSC
Project Name /Location
Subco No
CFZTM Commercial Demonstration
Plant,
SC -CFZ- ACC -01
Subcontractor...,
Owner
PSC Industrial Servlces blvls!oh
2525 South 110 West
Woods, Cross, UT 84087
Attn: Mike Williams
Project Manager
majantlageogta. em
Phone: 801 -298 +5600
Mobile; 801- 201 -8477
Fax: 801 298 -5750
ExxonMobil Development Company a
Division of DoconMobil Corporation
General Deecrlptiof of ScOpe..of Work
Contractor /Contractor's Representative
Chemical Cleaning of the Breathing Air
and Propane systems
Rust Constructors, inc. dba Rust
Constructors of Alabama
Attn: Craig Herman
Phone: 307278 -801 A
Fax; 307276 -0 7
Email, craig,herman@wgint.com
Mar. 31 P. ,12:21PM Crain Caton and
ARTICLE 1 SCOPE OF WORK
1.1
utij
Rust Conslruclors
Subcontract
1 Of 5
CONFIDENTIAL AND PROPRIETARY
Copyright 2008 Washington Group International, Inc: (Ohio) ALL RIGHTS RESERVED
N o 10
Form No. 407-11 (MM)
Rev. Dale: 28 Jan ZOOS
THIS AGREEMENT made this Fourth day of November, 2009 (the "Effective Date by and between
PSC Industrial Outsoijrcing, LP, a Delaware corporation, hereinafter called "Subcontractor", and Rust
Constructors Inc. hereinafter called 'Contractor". Capitalized terms (either Initially or fully) used herein that are
not defined herein shall have the meaning ascribed to such terms in the General Conditions,
WHEREAS, Owner and Contractor have entered Into an agreement whereby Contractor has agreed
to perform the engineering and constriction services In connection with Owner's CFZTM project (the "Project");
WHEREAS, Contractor desires to subcontract to Subcontractor certain portions of Contractors work
and /or services for the Project.
WHEREAS, Subcontractor has represented that it is trained, ekperienced and qualified in providing
construction and related services and that it possesses the requisite resources to complete such work in a
competent: and timely manner; and
WHEREAS, Subcontractor has agreed to perform the Work on a lump sum basis,
Now, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants
contained in the Subcontract, and other good and valuable consideration, the receipt and sgfficlency of which
are hereby acknowledged, Contractor and Subcontractot hereby mutually agree as follows:
Subcontractor shall furnish all of the materials, equipment anal •labor and shall perform all services and
effort nece,eeeiy to complete the Work and Subcontractor shall do everything required by the
Subcontract to complete fully, protect and deliver the Work to the satisfaction of the Contractor in full
compliance with. the requirements of the subcontract. Th Work generally consists of
chemical cleaning of the breathing air and propane systems and Is more fully described and define. In
the other Subcontract Documents.
EXHIBIT
k3"
„Protect Name/ Location
Subcontract Order No,
CFO Commercial Demonstration Plant
SC- cF.8GC -01
Mar. 31. 2010 12:22PM Crain Caton and James
FiRucr panorama
ARTICLE 2 PROJECT SITE
2.1 The Project Site is generally located at the site of ExxonMobil Shute Creek Gas Treatment Facility and
Is More specifically defined and described (rl the other Subcontract documents.
ARTICLE 3 SUBCONTRACT DOCUMENTS
3.1 The following are the Subcontract Documents:
3.1.1 This Subcontract;
3.1.2 Exhibit A: Scope of Work, Revision 0;
3.1.3 Exhibit B: Technical Documents Register, Revision 0;
3.1.4 Exhibit C: General Conditions for Construction Subcontracts (Long Form); (Form 407 -12
L))
3.1.6 Exhibit D: Special Conditions for Subcontract;
3.1,8 Exhibit E: Schedule of Values; (Form 407 -03 (S))
3.1.7
3.1.8
3.1.9
3.1.10
3.1.11
3.1.12
3,1.13
3.1.14
3.1.15
3.1.18
3.1.18
3.1.20
3.1.21
3.1,22
3.1.23
Exhibit F:
Exhibit G:
Exhibit H:
Exhibit I
Exhibit J
Exhibit K:
Exhibit L:
Exhibit M;
Exhibit N:
Exhibit Q:.
Exhibit P:
Exhibit Q:
Exhibit R:
Exhibit S:
Exhibit T:
3.1.24 Exhibit U:
Copyright Q
All Inclusive Labor Rate Schedule; (Form 407 -39 (SI)
2of5
CONFIDENTIAL AND PROPR[ETARY
2008 Washington Group International, Inc. (Ohio) ALL RIGHTS RESERVED
No. 1059 P.
Form No. 407.11 (MM)
Rev. Dale: 28 Jan 2008
Equipment Rental Rate Schedule; (Form 407 -40 (S))
Rates for Technical Servic6's Representative; (Form 407.41 (S1) Not Used
Unit Prices for Addillofsl.Deletione; (Form 407 -42 (S)) Not Used
Material and Rental Mark -up Rates; (Form 407-43 (S))
Protect Schedule; Not Used
Key Execul(on Milestones;
Partial Release and Waiver and Subcontractor's Affidavit; (Form 407,06 (MM))
Final Release and Waiver and Subcon'tractor's Affidavit; (Form 407- 07.(MM1)
Supplier Document Submittal Requirements; (Form 904-05 (5))
Performance Bond; (Form 40741 am Not Used
Payment Bond; (Form 407 -22 (MM)) Not Used
Special Job Site Rules and Regulations; Net Used
Subcontract Site Requirements; (Form ,407- 131S))
Subcontractor Safety and Health Requirements; (Form 407.17A (MM))
Project Control Requirements; (Form 4p7-04 _NM))
3
Mar. 31. 2 Crain Caton and JameA___
rat irsr Dust eonalruotors
No. 1059_ 2 4
I Form No. 407-11 (MM)
Rev. Date: 211 Jan 2005
,project NattielLocation
CPZuk Commercial Domonstrallon Plant
Subcontract Order No.
8•CFZ- SCC-01
3.1,25 Exhibit V: Work Change Request (WCR); (Form 407 2. 6 (5)) Not Used
3,1,26 Exhibit W: Engineering Change Instruction (ECI); (Form ,;6001 (NMI) Not Used
3.1.27 E khiblt X: Request For information (RFI); (Form 456 -01 (SD
3.1.28 Exhibit Y: Backcharge Notification; (Form 40
3.1.29 Exhibit Z Non- Conformance Program (NCR); (Form 457 -01 (S))
3,1:30 Exhibit AA: Quality Control Program;
3.1:31 Exhibit BB: Application for Payment Form; (Form 407 -46 (Sl)
3.1.32 Exhibit CC: TWO Over and Commissioning Program;
3.1.33 Exhibit DD: Project LaborAggreement(s); Not Used
3.1.34 Exhibit EE: Tax Withholding Notice; (Form 407- 31(MMl)
3.1.36 Exhibit FE: Drawing of Project Site; Not Used
3.1.36 Exhibit GG: Lower Tier Subcontractor Plan; (Form 40Z 38,(5)
3.1.37 Exhibit HH; Materials Plan; (Form 4.0747 (SI) Not Used
3.1,38 Exhibit II; Owner Controlled Insurance Program Requirements; Not Used
3.1.38 Exhibit JJ confidentiality Agreement; (Form 407J (MM)) Signed Separately
3,1,40 Exhibit KK: Daily Construction Report; (Form 463-01 (S1)
3.1.41 Exhibit LL: Pre -Mob Package
3.2 ORDER OF PRECEDENCE; In the event of any conflict, variation or Inconsistency between any
provisions of the Subcontract Documents, as they may be amended from time to time, Subcontractor shall
promptly notify Contractor of such conflict end the following order of precedence shall apply; (1) amendments
to the 'Subcontract Order; (2) the document entitled "Subcontract Order" Issued by Contractor to Subcontractor
In connection with the Project; (3) Special. Conditions; (4) General G011ditional (5) scope of Work, draWings,
specifications and other. Subcontract Documents. In the event of any conflict, variation or inconsistency
between any protllsions of the Subcontract Doctiinents within (5) In the preceding sentence, Contractor shall be
notified, buf the the ;imposing t more or most stringent requirement as the case may be shall govern,
unless otherwise stipulated by Contractor in writing.
ARTICLE it START AND COMPLETION OF THE WORK
4,1 Subcontractor agrees to enter forthwith upon the performance of the Work, to begin its Work at the
Project $its on November 10, 2008, or such earlier or later time as Contractor shall require; and shall
proceed to perform the Work with due diligence; and to complete the Work -fully and so as it is ready
for use and occupancy on November 13, 2009 as further defined in the Work Schedule.
ARTICLE 5 SUBCONTRACT PRICE
6,1 The Subcontract Price Is set forth in the Schedule of Values, Form 401 -03 (S).
3 315
tONFIRENI.IAL AN.D PROPRIETARY
Copyright 0 2008 Washington Group International, Inc. (Qhip) ALL RIGHTS RESERVED
1.89
Mar. 31. 2010 12:22PM Crain Caton and James
ram Rust Coeslruclars
Form No. 4D7.11 (MM)
Rev. Oele: 28 Jan 2008
ProJect NemelLocatlon
COP' Commercial Demonstration Plena
Subcontract Order No.
st-afz- SCc•01
1
ARTICLE 6 INVOICE AND PAYMENT
8.1 SupcontractOrs Invoice must be accompanied by correct T ax document as desig In the
attached 'flex Withholding Notice (Eprm 407 -31 (MM» I f the co mp l e ted appropriate Ta do ,I.s
not included with the Invoice, payment may be withheld. Note: Tax document le required with
Subcontractors first invoice and if there has 'been any change in taX status during the course of the
contract execution.
64 Refer to Article 10.0 of the General Conditions for Payment, invoicing and Audit Requirements.
ARTICLE 7 GOVERNING LAW AND VENUE
7.1. Refer le Article 43.0 of the General Conditions for governing law.
ARTICLE 8 COMMUNICATION AND FORMAL NOTICES
8.1 All routine correspondence shall be submitted to Contractor's Representative identified on Page 1 of
this Subcontract.
8.2 All notices regUlred to be given in writing under the Subcontract,, including but not limited to those
regarding breach, consent to settlement of claims, termination and %pr Indemnification, shall be
delivered. personally to the respective representatives of the Contractor and Subcontractor set forth
below, Sr shag be mailed by registered mall with a return receipt requested, postage prepaid, or shall
be sent by facsimile, or sent by a national overnight courier service, and shall be effective when
received. All notices shall be addressed as follows:
II to Contractor:
Rust Constructors, Inc.
MIIes,,NE of Kemmerer
Kemmerer, WY 83101
Attention:, Craig Herman
Contracts Manager
Phone: 307- 276 -8014
Facsimile: 307- 278.6057
ARTICLE 8 ARTICLE HEADINGS
If to Subcontractor:
P$C Industrial Services Dlvlelon
2525 South 1100 West
Woods Cross, UT 84057
Attention: Mike Williams
Project Manager
Phone; 801-298-5800
Facsimile: 801-298-6760
IVU. IV)) I.
9.1 The Article headings used herein have been Inserted for convenience of reference only and shall not in
any manner affect the construction, meaning or effect of anything herein contained nor govern the
rights and liabilities of the Parties.
ARTICLE 10 PERFORMANCE BOND AND PAYMENT BOND
10.1 A bond is not a requirement of this Subcontract.
ARTICLE 11= COMPLETE AGREEMENT
11.1 The Subcontract consIitples the complete agreement between the Parties with respect to the subject
matter hereof, and supercedes all prior written or oral contracts, agreements, representations and /or
lihderstabdings of ay kind Or nature that the Parties may hate. entered into or had prior to the date
hereof with respect to the subject matter hereof. The Subcontract Documents may only be amended
by written Instrument signed by all the Parties.
4of5
CONFIDENTIAL AND PROPRIETARY
Copyright Co 2008 Washington Group International, Inc: (0h10) ALL RIGHTS RESERVED
Mar.31. 2 t- :23PM Crain Caton and James-
L Rust COnStruuISCS
Project NamslLocatton
CFY" Commercial Dcmogslratlon Plant
Subcontract Order No.
SC.CF2- SCC.01
IN WITNESS WHEREOF the Parties hereto have duly
flat above written.
RUST CONSTRUCTORS, ING,
By:.. ?h it L. PA, //1 p5
Name (Print)
00
Signature
Pres
Title (Print)
I
Date l.1 f c 9
B
No, 1059 __P. _6
Form No. 407-11 (MM)
Rev. Date: 28 Jan 2008
executed this Subcontract on the day and year
PSC INDUSTRIAL OUTSOURCING, LP
y Name (Print)
S1gn�1� 1 f
Title (Print)
ILI 1`l 6
Date
5 0
CONFIDENTIAL AND PROPRIETARY
Copyright 2008 Washington Group International, Inc. (Ohio) ALL RIGHTS RESERVED
W 0 /191
Mar. 31. 2010 12:23PM Crain Caton and James
ZTRS
Washington Division
EXXONMOBIL
CFZ Commercial
Dehionstratlon Plant
Chemical Cleaning Scope of
Work
MonMobil
CFZTM COMMERCIAL DEMONSTRATION PLANT
LABARGE, WYOMING
PROJECT NUMBER 29530
Chemical Cleaning Scope of Work
Document No,: USLB- WG -BBSOW )tXXXX
PREPARED FOR
E
URS Washington Division
7800 East Union Ave, Suite 100
Deliver, CO 80287
Revision: Status: Approved for Construction
No. 1059 P. 7
REVISION PAGE
Project Name: CFZ QDP
Client: ExxonMobi!
Revision Sipnaturea
it
repared by Da a Approved by (CM) I sue Date
R.Srrdth
/ACM /J 5/0 i
Checked by Date r}'Ooved .y (PM Date
Status I
Rev:
No,
Date
Prepared
By
des
Description of Changes
Issued for
Review /Approval
Approved for
constructIon
A
0
9/14/09
11/04/09
RNS
RHS
11
11
Mar. 31, :23PM Crain Caton and James
No. 1059-
Mar, 31. 12:23PM Crain Caton and James No.1059 P. 9
Washington Division
CPZ Chemical Cleaning cape OWN*
EXXONMOBIL
CFZTM Commercial
Demonstration Plant
Chemical Cleaning Scope of
Work
USLB-Wel-ORSOW-
.XX XXx
Page/ of 8
Rev. 0 I II/04/09
1. PROJECT LOCATION l OVERVIEW
2. score or WORK; 2
2.1 MPA.P Propane Refrigerant 2
2.2 Cleanliness Specification 6 I' I 3
2.3 Drying Requirements 3
2.4 Breathing Ak
2.5 Cleanllnets Specification 4
2 .6 Drying RequireMente ....,........,,,,....4 4
4
3. SPECIAL CONDITIONS 5
3. 0. ;TOY and Weds by contractor
3.2 rummod' by Subc,ontractor. 6
3.3 grigineering Specifications to be applied, t .1
34 Performance and Guarantee.: 7
4. TECHNICAL DOCUMENTS v..:7
Mar, 31. -h- :23PM Crain Caton and James__
No, 1059 -.i .10
0A.95
Washington Division
ONMOBIL
�FZ Commercial
Demonstration Plant
Chemical Cleaning Scope of
Work
USLB- 'WO -BBSQW
XXXXX
Page 2of8
Rev: 0
11/04/09
1. PROJECT LOCATION f OVERVIEW
The CEP' Commercial Demonstration Project (CFZ"i -GDP) Is a new. facility being built at the
ExxonMobil Labarge Gas Processing Plant Shute Creek, Wyoming facility. All designated
subcontractor representatives will be required to sign the GFZ Project Cohfdentiallty Agreement.
The activities outlined In this scope document shall be managed by the 11RS /Rust construction
management team located at %he.sffe. 'Rymer industries is the onslte contractor thefts building
the project, Turner industries will supply all support labor required to perform the chemical
cleaning.
2.. SCOPE OF WORK:
This document outlines the scope of work to chemically clean the breathing air and Medium
Pressure and LOW Pressure propane refrigeration systems. The tern. T1,41contraclor is the
reference to the chemical cleaning subcontractor which Is performing this scope alit/ark. The
term `Cohtraoter refers to the Rust construction management (earn.
The Lump Sum Pricing and Scope of work is predkaited upon and lncitldee, but is not necessarily
limited to, the scope items identified below, along with 011 associated labor, supervision,
equipment (pumps, tanks heaters, etc), small tools, supplies, testing and reporting, consumables
for cleaning Including nitrogen gat and pump and any other equipment required, to clean,
pasaivete, dry, nitrogen purge the circuits and offsite disposal dell chemicals. The subcontractor
will be engaged as soon as possible with the site team to further define lho specifics of the
circulation loops. This Work 9ir1U take place at the project site CircUlalions are to be maximized
as much as possible on the project. Subcontractor Will Supply end Install all temporary hoses and
connections. Rust constniedon management and Turner will supply and fabricate the hard piping
where required•to modify permariont system piping Where applicable. All subcontractor scope
should.loctrs.ort rtilnfm!?Ing hard, piping as much es possible on this project. All hoses are to be
in good working�conditions. Proof of inspection Will be required.
The MFD's (Mechanical Flow Diagrebs) Included In this package have been highlighted in Iwo
different colors to'deflne the scope.
Orange Indicates that chemical cleaning Is required.
Purple /darkened Indicates that chemical cleaning Is to be priced as an option.
The spreadsheet included with this package includes the MFq riani er Isometric number, line
size, specification, material and footage.
2.1 MP/LP Propane Refrigerant
These systems are closed, refrigeration circuits that Include the YORK Compressor unll
exchangers and suction trap vessels (1C-9726A /1C-97268, 1E- 9779/1 E- 9780, 9730/1 V 0731
YORK), the err cooled condensers (1A- 9727A,B,C YORK), both the MP and LP 03 Chillers (1E-
9711 1E4712). This system also includes a coil Which Is located in the upper section of the
CFZ Stripping Tower (1T4713). This system includes nearly 2,09.0. I.F 'of beak/ scope piping (1 O`
down to dlametere and 800 LF of optional scope that needs to be priced separately. Pending
project direction, this will be either Included or excluded at a later date,
CFZ Chemical Cleaning Scope of Work
Mar. 31. .2010 12:24PM Crain Caton and James
York Equipment
1C-9726A /1C-9726B, 1E- 9779/1 E- 9780.1V-9730/1V-97 1 A- 9727A, B,C
All Isometric drawings have been listed on the excel file which also contains the PBID. line
number, diameter, specification and lineal footage.
Equipment to Circulate
and.Clean
MP C3
1E -9711 Chiller 30 "150" x242" Exchanger Shell Side
LP•C3
1E -9712 Chiller 23 "140" x242" Exchanger Shell Side
496
EXXONMOBIL
CFZ Commercial
Demonstration plant
Chemical Cleaning Scope of
Work
USLB•WG.BBSOW-
XXXXX
Page 3 of 8
Rev. Q
11/04/09
Washington Division
No Circulations ate required or allowed through the York equiprvient. The York equipment has
been factory cleaned and is currently under 1+12 purges. The subcontractor's scope Is to work
around this equipment
No. 1059 F. 11
2.2 Cleanllnees Specification
The followiing are excerpts from YORK process systerfs documentation. Please also reference
the Johnson Controls YORK letter attachment dated August at 2009.
FIELD REFRIGERANT PIPING BY CUSTOMER
Refrigerant piping required to Interconnect components of field Installed systems must be
designed and installed to the Applicable Codes and Standards (REP ASME B31.6 or ASME
831.3),
All pipe and fittings should be (leaned prior to Installallpri. Piping be cleaned internally to
SSPC -SP6 "Commercial Blast Cleaning" or if not available to S8PO °Power Tool Cleaning
Cleaned plpe'should be capped to maintain cleanliness.
It is very Important that every effort be made to prevent moisture, air, grit or other foreign particles,
from entering the system during installation. Clean the Inside of all pipe welds. Se especially
careful to prevent dirt from entering any part of the tube oil system.
Do not trip any'pelt Qf the suction line for any reason. All carbon steel pipe and fittings are to be
cleaned prior to assembly. All internal surfaces shell be free of Rust, mill scale and foreign
materials. Residues horn chemical cleaning, If not completely annoyed, can do as much damage
as the original trontamlnation. Similarly, water -based cleaning products should be.avoldad
beccause of the'negative effects of moisture in refrigeration systems.. All loose foreign matter such
as chips, *lag, dirt, pipe dope, grease, gasket flakes etc. must be removed from the pipe.
Chemicals will need to be compatible with valve Internals. No residual ohemicallmolature
is to be left in the circuits. 8ubconlractor will provide written certification and analyele to
prove that the SSPC SP6 equivalent requirenrenl has been met. Any equipment required
to obtain the certification la to be provided by the subcontractor. Visual confirmation by
the Rust construction management team will also'be part of the acceptance of a
completed sy*tent.
2.3 Drying:Requiremente
CF2'Chsmkkol Marling Scope of !York
Mar. 31
'2:24PM Crain Caton and Jam-
Washington DMslon
CFZ Chemical Clednrng Scope of Work
EXXONMOBIL
cFi Commercial
Demonstration Plant
Chemical Cleaning Scope of
Work
Rev. 0
No. 1059 P 12
Page 4 of 8
Once the piping has been cleaned to the above specification, passivaled and drained, the circuits
Will then be required Lb be dried to a dew point of (minus) -40 deg F. The subcot1;rattor Is to
provide certified test equipment to verify the system hes achieved the required dlyp ss level
The piping will remain in this state until the startup and commleelonlrig accepts the system and
takes ownership. The subcontractor Is to ensure that purge monitoring locations are included on
all Of the chemically Cleaned piping.
2.4 Breathing Air
This system begins at the US tie In point which is located within the plants AC31(Acid Gas Injection
Unit). Work In this area will be performed under fresh air. All personnel will be required to wear
full face OraegerPanorama Nova gas mask when working in this area. Once the work moves
leaves 25' from the AGI unit pipe rack, the requirement changes to having S.CBA'e in the work
area. Only the tie in point work area will be in the AGl plant area. This piping then leaves the unit
on a cross country pipe line which is located on tee aripports. Once the. piping reaches the CFZ
plant area, it then goes to a common header with multiple drops to all of the breathing air utility
stations. The system, ends at all of the breathing air station drops and at the end of the 2' supply
header In the CFZ unit.
This system consists of roughly 6,30QLF of 1" and 2' diameter piping. Please note that not all
breathing'alr stations have been Included in the MFD drawings. Please utilize the model cut
drawings and isomebric drawings for further definition. An estimate of tetra breathing air stations
Is to be confirmed byfhe subcontractor.. All isornetroc drawings have been listed on the at el f ile
which also contains the PBID, line number, diameter, specificallon and lineal footage.
2,5 Cleanliness Speolfloatlon
Piping should be cleaned Internally to S6PC -SP6 equivalent Subcontractor will utilize the most
appropriate cleaning medium to ensure that all loose foreign matter such as chips, slag, dirt, pipe
dope, grease, gasket Rakes etc are removed from the piping circuit.
subcontractor wilt submit for approval to contractor, the proposed cleaning method and
chemicals (Including MSD8 sheets) to be used for cleaning ltd Chemicals
will heed to.be'compatible with valve Internals. No residual cbruniaal irgglsture to to be left
In the circuits. Subcontractor Will provido'yyrittan 00111lcatlgn and analysts to prove that
the 9SPC SP6 equivalent requirement has been met. Any equipment required to obtain
the certification, is to be provided by the; aubcontrectot. Visual confirmation by the Ruet
construction management team will also be pert of the acceptance of a completed system.
2.6 Prying Requirement.
Once the piping has been cleaned to (he above specification, passiveted and drained, the 'circuits
will then be required to be dried to a dew point of (minus) -40 deg F. The subcontractor Is to
provide certified test equipment to verily the system has achieved the.required dryness level.
The piping will remain in this state Unlit the startup and conimrsstoning accepts the 'system and
takes ownership: The subcontractor is to ensure that purge monitoring locations are included on
all Of the chemically cleaned piping_
11/04/09
Mar.31. .2010 12:24PM Crain Caton and James
CFZChemrwl Claming Scope 4,f (York
No. IU79 r. ii
A98
vas
Washington Division
EXJCONMOBIL
°F2 Commercial
Demonstration Plant
Chemical Cleaning Scope of
Work
USL -WG- BBSOW-
XXXXX
Page 5of8
Rev. 0 11/04/09
3, SPECIAL CONDITIONS
All work must be accomplished under the guidelines of ExxonMobll Project Number 29469 -001
Project Safety PlanlProjeot Site Specific Safety Plan Document No. USLB40- 0ZZZ -903
Revision 4 attached and the Environmental Management Plan No. USLB- WO- SPENV- 90201.
JSA's are required for all work activities and must be turned in daily to Contractor Safety Dept
Daily work permits are requited and executed by.8141/Tumor. Subcontractor must prpYIde
detailed work activities to Rust/Turner for incorporation Into the permit requests by 3 PM daily for
the following day's permits. No wolic activities shall proceed without Turner obtaining the USP
(US Production) pemtits first. Delays andlor work stoppage associated with the subboritractar's
failure to provide timely information for obtaining work permits Is at the subcontractor's expense.
Subcontractor to provide daily man -power reporting and weekly men -hours expended an site for
OSHA reporting. Man -hour reporting Is due by 8 AM on Wednesday mornings for the previous
week's man hours.
Ali Change orders changed conditl n or will be subject to reject within at the sole e discretion f Con For untimely
submittal.
Suboonlractors lay -down Area, will be defined by contractor. Access to the unit for equipment
must be maintained for' ll contractors on site, .Subcontractor is to provide how many square feet
of area Is required to store all equipment and materials.
Subcontractors lump sum price assumes normal Seasonal Shute Creek Weather conditions
based on a 10 year Seasonal Average.
Work stoppage+or delays due to alarm candlllons are not subject to compensation Unless the
alarm condition results In a directed area muster. Alarms that result in a minimum of interference
and direction to proceed with Work are not subject to compensation.
Delivery drivers are required to attend a brief site safety orientation and 20•Minute video. Access
to the site then requires a full escort by Subcontractor's personnel.
Traffic safety Vests are to be worn by all site personnel at all limes. During high wind conditions,
goggles must be worn by site personnel.
Be responsible for disposal of all effluent after the cteatling process.
Supply all necessary PPE to handle Chemicals.
Provide a provisional layout for all the equipment necessary to carry out the chemical cleaning
operation.
Subcontractor Will prepare a detailed procedure and submit It forapproval prior to the
commencement of work.
3.1 Supply and Work by Contractor
Mar. 31..2 °W"" :25PM Crain Caton and Jame
MILS'
Washington Division
EXXONMOBIL
CFr Commercial
Demonstration Plant
Chemical Cleaning Scope of
Work
O :'19
USLB.WG.BBSOW-
XXXXX
Page 8 of 8
Rev. 0 1 1/04/09
The following work will be furnished by the Rust/Turner Team:
A. Scaffolding reque ;st for scaffolding must have a 48 hour notice, Attempts will be
made on shorter notice but not guaranteed. All scaffolding Vviil be'Yellove
tagged and require 100% Fall Protection,
B_ Cranes and rigging for offing heavy oqulpment, If required
C. Lunch room Matted, radios, Potable Water, Port-a Johns
Transportation, by bus, for all Sub Contractor employees from the employee
perking lot to the job site
E. Ten minute Draeger SCBA "s
F. Removal and re- Installation of any Instrument devices, valVes eto that can not be
included in the chemical cleaning.
3.2 Furnished by Subcontractor;
P.
A.
6.
C.
D.
E.
F.
G.
H-
I.
J.
Subcontractor shall have a safety trained supervisor on site at all time.
Telephone end computer connections am the responsibility of the eubcontraotor
No land lines are available. Cell phone use Is restricted in the construction area
per the Site Safety Requirements.
P,ulmofiary Function Test and Fit Testing, H2S training, and drug testing Will be
required for all on-site employees. The site specific safety training will be
provided by E•JoconMobil and Rust. subcontractor Is to etlbMit pre
mobilization applications for approval for all employees prior to mobilizing
to the elte. Alt employees will be required, to complete the ExxonMobll AGi
a hour training. CFZ 1 hour safely orientation Will also be required.
Required safety equipment for all site personnel Including H2S monitors, Herd
toed Shoes, Hard Hat, Safety Glasses, Goggles, Safety Harnesses, FRC
Clothing and Safety Vests.
All consumable Items used for the normal process of construction.
Office Trailer, temporary power materials and labor for trailer power,
Small generators for field construction power.
,Ail tnaterfale hot specifically listed as supplied by Contractor IA sectIon 3.1 are to
be supplied by the subcontractor.
Collection and disposal of cleaning chemicals. Subcontractor shall ensure that
adequate spill protection Is provided.
Temporary eye wash and shower in the event of an emergency,
CFZ Chemical Cleaning Scope of !Fork
No. 1059 P_.__-1 4
Document Nrimbet
dire
Revision
19462-704 0
MFp CFZ Methane Feed Feed Chilling
1
19-762-706A
MFD (IFZ Feed Chilling
a
19;76�70bA
Mt=.D CFZ Fracllonation Feed and Sprays 1 1
19- 762 -7160
MFD LP Propane Refrigerant Compressor
1940-117
MFD MP Propane Refrigerant Compressor
1
19- 782.718
MFD LP MP Propane Refrigerant
Condensers
1
19- 762 -720A
MFD CO2 Refrigerant Compression
1
19762 7208'
MFD Propane Refrigeration Interconnecting
Piping I PSV's
1
19-762-720C
MFD Propane Refrigerapon Interconnecting
Piping
t
19-762-720D
MFD Propane Refrigeration InterrOnnecttng
Pipin
1
19462-720E
IsAFD CO2 Refrigeration Interconnecting
Piping PSV'a
1
192/62 -i2OF
Mk) LP 1 MP Propane Condensers
Interconnecting Piping
9
19-782-124A
MFD LP Propane Compressor Lube 011
System
1
19-762-7248
MFD LP Propane compreSsor'Lutie Oh
System
1
19-782-725A
MFD MP Propane Compressor Lube 011
System
1
Mar. 31. .2010 12:25PM Crain Caton and James No.1059 N. 15
Washington Division
K. 'Subco'ntractor Will supply all required breathing air to complete the work in
AOl area. Note that the tie In point for the breathing air is located within the AOI
unit.
3,3 Engineering Specifications to be applied
Cleaning spec6tcatipn cleaned Internally to ssPc -SPe equivalent
USL9 LSPDS 9000 SpecitIcatlon for Internal cleaning and protection of piping systems
3,4 Pertormance and Guarantee
Subcontractor to provide as part of'the scope, Instructions to contractor on the proper monitoring
and replenishing program that the contractor can follow and dooumaht in odder to Maintain the
oirouits passivity.
CPCheufcaf Cleanlig$'cnpe of Work
EXXONMOBIL
CFZ Commercial
Demonstration Plant
Chemical Cleaning Scope of
work
USLB- WG- BBSOW-
XXX)O
Page 7 A
R ey. 0 11/04/09
Document Number
Title
Revision
19 -762 -726B
M MP Propane Compressor Lube raiil
System
1
19462 -727
MFb CFZ Utility biatibUUon (Breathing Air)
1
SK -19 -353 -113
MFD Breathing Air Distribution System
15
3K-19-052-005
MFD Utility Station and Instrument Air
Subheader Details
12
Pteiny iseinetriic Spreadsheet List 9/14/09
0
3952C
Heat l xchangor Design Oeherai Arrangement
2
3962D
Heat Exchanger Design General Arrangement
2
Sketch 1
Breathing Air Model Cut
Sketch 2
Breathing Mr Model Cut
Sketch 3
LP/MP Propane Refrigeration Model Cut
Sketch 4
LP /MP Propane Refrigeration Model Cut
Sketch 5
LPiMP Propane Refrigeration Model Cut
USLB- Wc3 -LSPOS -90062
Specification for internal cleaning and
protection of piping systems
0
19718-501
Offsltes overall Piping Plan
0
19-718-301
Plot Plan
I
Mar. 31. 2�:25PM Crain Caton and JameA,_-
Washtnnton Division
CF2 admiral Qantas Scope of Wark
EXXONMOBIL.
CFZ Conimercial
Demonstration Plant
Chemical Cleaning $cape of
Work
Rev. 0
No, 1059 �6
00020i
USLB WG- BBSOW-
XXXXX
P ace8of B
11/04/09
Mar.31. 2010 12:25PM Crain Caton and James No. IVDV r. I/
IIUST Rust Constructors
EXHIBIT B
TECHNICAL DOCUMENTS REGISTER
Subcontract No, SC- CEZ-SC;C -01
00202
Oocvmerit Nunitior
Document Tide
Diettprino
Rev
DAP
SPacifterdiana
l9- 162-704
MFO CFZ Methane Feed feed Ceding
1
19462.70SA
PAFC CFZ Feed Chilling
1
la-76240Si
MFO CFZ Fraciciatlori Feed and Sprays
1
111762.7160
MFD LP Progerie Refrigeraril•Qanpresior
t
1
10. 752 -711
61genint Comprr
MFD MP Propane R4 eaw
19.762 -716
MFO LP MP Propane Reingerant CordePBets
1
1g- 7e2 -f2OA
MFD CO2 Retngernnl CompressIdn
1
1e- 762.7200
MFD Propane Reragoolion Inierc0iuiecong Piping I PSVs
i
19- 762 -7200
Mho Proper* ttehige'taborl IaterCcnh1aceog Piping
1
19-762-7201)
MFD Propane Refrigeration Mtn conhecling Piping
r
1
19762.720E
MFD CO2 Remgelalign intorooene tleg Piping I Pay's
1
111.762-720F
MFO (,P IMP Propane pGndenaerS Inleroonnecling Piping
1
19- 162.724A
MfP PrOknei Commissar Lobe Oils eIem
7
I
1
19. 762 -7246
MFO LP Propane Compressor Luke OIISysletrt
1.9- /92426A
MFO MP Propane Compressor Luba Oil System
if -762-7213B
MFD MP Propane Compressor Luba itat System
MEP CFZ UWihi Olelnbubon (Breathing Air)
1
19-702 -747
41410.30311e
MFO Breathing Air Pi$tribufon *Awn
SK-19.062 -006
MFO Utility S%alicn and 3nsuumenIAir aubt c9dei D42ii
72
Piping Isometric Spreadsheet List W140
9952C
Heat Ekcianget Design General Arrapgiieenl
2
35152D
Heat Exchanger Design GeneralAiraii(jement
7
Sketch I
Breathing Model Cut
Sketch 7
Breathing Air Model Cut
Sketch 3
LP/MP Ptopano Rer4geaIlon Mode! Cut
Skeich 4
LPMMP P n Moda(
SkeIc9 a
LPIMP pretiail it RR efddefhUorilMeeel Gut
USIA WG.LSPO9.90002
Specirca! 1 to Interiudslaaning and protection or piping ayalerns
dies Overall Piping Plan
C
19.716.5Q I
19- 716-301
P101 in
t
Mar. 31. .'4 2 6 PM Crain Caton and Jame----- No. 1059- -2-- -18
Project No: 49530.001
Prd)eot Mlle: E3rxonMobII CFZ
Conunerckl Demonstration Protect
4- Nov -09
Chemical Cleaning Subcontract
$C•CFZ.SCC•01
Ru rtr. Ibis! CoASAVcfeis
Exhibit 5- TiklYi1C$5.9e4mg01.itegtsler
00u203
I or 2
Mar. 31..2010 12:26PM Crain Caton and James
P,rol ?i(No; 1 9530 00,1
PtoJccl TWO: EkYonMobil CFZ
Commercial Demonstration Prolact
4•kgy419
Chenikal Cleanliis Subcontract
SC- ypZ- SCc -01
Document Number Document Title
Nu Coninssrors
Exalt It B Technical Documents Repleler
No. 1059 P. 19
000204
D11cIpllnc Rev bate
2 of 2
Mar. 31..; 4 :26PM Crain Caton and Jame No, 1059----- -20
EXHIBIT D TO SUBCONTRACT NO. SC- CFZ- SCC -01
PRIME CONTRACT PROVISIONS OO'205
These Prime Contract Provisions COMM') celtain portions of the Prime Contract "Princi'pal
Document" that apply to this Subcontract These provisions have been modified to the extent
required to properly Indicate the rights and responsibilities of the parties to this Subcontract and
,their relatioriships with Other project entitles.
Article 1 DEFINITIONS
(Subcontract bout: These definitions apply only to Prime Contract Qocuments and do hot apply
to any other 'Subcontract Documents, Terms used with initial capltelliettorl and not defined below
are as defined In the General Conditions for Subcontract
in this Subcontract, the following terms shall have the Meanings set forth below and for clarity are shown:
with all letter capitalized. The definitions cover the singular as well as the plural:
AFFILIATE
Contractor Group
CONSEQUENTIAL LOSS
Subcontractor Group
Rev 0
Shall mean and include (a) ExxonMobil Corporation, (b) any parent
corporation, partnership, or other entity of ExxonMobil Corporation
which now or hereafter owns or controls, directly or indirectly through
one or more intermediaries, more than fifty' percent (50 %v) of the
ownership interests having the right to vote for or appoint directors (or
their functional equivalents) of ExxonMobil Corporation "Parent
Contractor"), (o) any corporation, partnership, or other entity,
regardless of where situated, at least fifty percent of whose ownership
interests having the right to vote for or appoint directors (or their
functional equivalents) Is now or hereafter owned or controlled, directly
or indirectly through one or more intermediaries, by ExxonMoblt'
Corporation or by its Parent Contractor, and (d) any successor in
interest to (a) (c) above:, The parties further agree and understand'
that the term "AFFILIATE," as used. in Subcontract shall also expressly
and specifically include any Joint venture operation In which
ExxonMobil Corporation or its AFFILIATE Is the operator.
Any or all of the following: (i) Contractor, (iI) Owner, AFFI(JATES, and
their officers, directors, employees, agents, and representatives, and
Subsidiary and affiliated (Including parent) companies and, (ill) Officers,
directors, employees, agents, and representatives of such subsidiary
and afliiated companies.
Any damage, Toss or injury of whatsoever nature which does not flow
directly from the act or omission in question but from a consequence or
result of such act or omission including, but ndt kited' to, special
dam any loss or af,liclpeted Jobs of profit, loss or anticipated 106
of revenue, business interruption, Ibis of use of any equipment, loss of
any central or Other business opportunity and any other Indirect loss
of a similar nature.
Any Or all Of the following: (i) Subcontractor and Lower Tier
Stibiontractora of any tier Involved in the Work, (ti) oficers, directors,
employees, agents, and representatives and eubsldlary and affiliated
(including parent) companies of entitles in item (i) and, (iii) officers,
directors, employees, agents, and representatives of such subsidiary
and affiliated companies.
Page 1 of 17
Mar.31..2010 12:26PM Crain Caton and James
EXHIBIT t? TO SUBCONTRACT NO. SC- CFZ- SGC -01
No. 1059 P. 21
00 °206
GROSS NEGLIGENCE As defined by the LAW governing Subcontract; however, If.sUch LAW
does not define the term "gross negligence," it shall mean any act or
failure to act (whether sole, Joint or concurrent) which seriously and
sub'stantlaliy deviates from a diligent course Of action or Which is in
reckless disregard of or indifference to the harmful consequences.
JOB SPECIFICATION A collection of documents Issued to Subcontractor by Contractor that
provides the detailed description of the Work and description of the
Facliity.
LAW All applicable laws including without Limitation the following:
constitutional law, civil law, common law; international law, equity,
treaties, statutes, decrees, edicts, codes, orders, Judgments, rules,
ordinances and regulations of any local, municipal, territorial„
provincial, federated, national or any other duly constituted
governmental authority or agency.
Owner ExxonMobil Production Company, a division of E Ot hMobil
Corporation, having an office at 396 West Greens Road, Houston, TX
77080.
TAXES Inokudes all compulsory charges Imposed pursuant to the authority of s
country, or political subdivision thereof (including states, and political
subdivisions thereof, of the United States), to levy toffee or 'Fees on an
entity or activity. TAXES include, but are not limited to, Income taxes,
employment taxes, franchise taxes, sales and use taxes, value added
taxes ('VAT'), property, ad valorern and eXclse taxes. For purposes of
this Subcontract, TAXES do not include Import/export customs dunes
or fees and stamp duties. (See Article 11.5).
WILLFUL MISCONDUCT As defined by the I.AW governing the Subcontract; however, if such
LAW does not define the term "willful misconduct', it shall mean an
Intentional disregard of good and prudent standards of performance Or
of any of the terms of Sriib Ontract.
Work Site Any location, Whether Subcontractor or Contractor provided at .which
any part Of the Work Is performed. The Work Sites include, but are not
limited to, engineering offices, equipment and material yards,
construction sites arid Other locations where the Work Is performed.
Article 13 SAFETY; HEALTH ENVIRONMENT, ALCOHOL AND DRUG POLICY
13.1 Contractor and Owner place, and require Subcontractor to place, the highest importance and
priority on safety, health and protection of the environment during performance of Work.
13.2 Subcontractor shall be responsible for safety related to and during the performance Of Work at
Work Site and shall take reasonable measures to ensure that it and its Lower Tier Subcontractors
provide and Maintain a safe working environment and properly protect (I) all persons In proximity
of Work Site, employed or otherwise, from risk of injury and danger to health, and (II) property
from damage or loss.
13.3 Subcontractor shall Inspect Contractor provided Work Sites and become familiar with the safety,
health and environmental conditions at such Work Sites, Bgfore commencement of Work,
Rev 0 Page 2 of i7
Mar. 31,.' 4 4-9 :27PM Crain Caton and Jam No. 1059 -22
EXHIBIT 0 TO SUBCONTRACT NO. SG- CFZ- SCC -01 01''207
Subcontractor shall Identify and mitigate the risks relating to tooIG substances and hazardous
materials to which Subcontractor's employees may be exposed during performance of Work.
Where Subcontractor's employees are potentially exposed to toxic substances or hazardous
materials, Subcontractor shall notify its employees and Lower Ter Subcontractors of such
potential exposure, the hazards associated therewith, and shall furnish them with necessary
protective clothing and equipment, and enforce necessary operating practices to avoid any
harmful exposure during the performance of Work hereunder.
13.4 Before starting Work on a Contractor or Owner provided Work Site, Subcontractor shell
effectively communicate to all of its employees, its LoWer Tier Subcontractors, and the Lower Tier
Subcontractors' employees all safety, fire, environmental and other health regulations necessary
to comply with LAW. In ,addition, Subcontractor shall comply with any applicable health, safety
and environmental regulations furnished to Subcontractor In writing by Contractor. Such
reguiatIQns shall be considered a Pad of Subcontract Subcontractor also shall establish and
publish additional safety, health and. environmental regulations, Including construction methods
and procedures, embodying its own requirements and those of Subcontract. Subcontractor shall
ensure that its employees and employees of its lower Tier Subcontractors, before they begin and
throughout their employment at a Contractor Or Owner provided Work Slte, are rnilde aware of
safety, health and environmental regulations and are notified that compliance therewith is a
condition of their continued employment at the Work Site. Subcontractor shall remove from the
Work and from any Contractor or Owner provided Work Site any of its employees or Lower Tier
Subcontractors' employees that refuse to abide by safety, health and environmental regulations,
unless prohibited by union agreement or applicable LAW. Neither compliance with these safety,
health, and environmental rules and regulations by subcontractor nor Contractor's or Owner's
approval of any actions or procedures of Subcontractor as provided therein shall relieve
Subcontractor of Its obligations to always use due care in performing Work hereunder.
13.5 The safety and heaitll supervisor shall be responsible for Subcontractor Group's and Its Lower
Tier Subcontractors' compliance with the applicable safety and health LAWS, regulations, policies
and procedures., Said 'safety and health sUperirisor or an alternate shall be available at the
construction Work Site at ail times during performance of Work to assure that all activities are
performed In accordance with safety, health and environmental LAWS and to consult with
Contractor on Matters relating to. safety, health and the envlron/tient.
13,6 Subcontractor shall not permit a hazardous, unsafe, unhealthy or environmentally unsound
condition or activity over which It has conttol to be conducted at Work Site. if 6ubcontractor
becomes aware of any hazardous, unsafe, unhealthy or environmentally unsound corldltion or
activity at Work Site, It shall promptly take necessary steps to eliminate, terminate, abate or
rectify the condition or activity and notify Contractor. If Contractor becomes aware of any such
condition or activity prior to notice from Subcontractor, It shall promptly notify Subcontracto'r's
designated safety and health supervisor of the condition or activity.
131 if Subcontractor does not have the authority to correct or cannot by itself correct a hazardous,'
unsafe, unhealthy Or environmentally unsound condition or activity, it shall immediately Inform
Contractor. Any part of Work affected by the hazardous, unsafe, unhealthy or environmentally
.unadUnd'coRdifton or activity shall be discontinued until the condition Is Corrected.
13.8 Subcontractor shall ensure that construction tools, construction equipment, temporary facilities
and other Items used in performance of Work, whether purchased rented, or otherwise provided
by Subcontractor Group, Contractor or Owner ate in a safe condition and capable of performing
the functions for which they are intended.
13:9 Subcontractor shall keep the construction Work Site and the adjoining premises, driveways and
streets clear of constrirption materials and rubbish caused by Subcontractor's performance of
Work and promptly after completion of the Work shall remove all remaining materials from and
Rev 0 Page 3 of 17
Mar. 31. .2010 12:27PM Crain Caton and James No. 1U59 V. 1i
EXHIBIT D TO SUBCONTRACT NO. SC- CFZ- SCC -01
Rev 0 Page 4 or 17
0000208
about the premises and shall leave all areas of the Facility Slte affected by its operations safe,
clean and ready for use by others.
13,10 Contractor and/or Owner shall have the right, but not the obligation, to inspect at reasonable
times Work Site and appropriate Work records to ascertain Subcontractor Group's compliance
with the safely, health and environmental requirements of Subcontract; however, neither the
exislenoe nor exercise of such right shall relieve Subcontractor of its responsibility for monitoring
its own and its Lower Tier Subcontractors' compliance with the safety, health and environmental
requirements of Subcontract and for fulfilling all Its other obligations thereunder with respect to
health, safety and the environment.
13.11 Should Subcontractor fell b observe the requirements of this Artlole 13, or fail to arrange for the
abatement of a hazardous condition after being so instructed by Contractor or Owner, Contractor
or Owner shall have the right to stop Work being performed by Subcontractorat Work Site and to
take any other affirmative action, necessary to correct the condition on behalf of and with all
resulting Incremental costs of such action for Subcontractor's account,
13.12 incident and /orJ1ear Incident Reggrtinq
13.12.1 Subcontractor shall immediately notify Contractor of any incident or near Incident
Involving Subcontractor's or its Lower Tier Subcontractors' personnel or equipment
that has or could have resulted in any injuy to, Or fatality of, employees of the
Subcontractor, its .Lower Tier Subcontractors, or others or to the property of the
Subcontractor, Its lower Tier Subcontractors, Contractor or others. Based on the
type and severity Of the reported incident, Contractor may require the submission of
additional information, concerning the incident. In the event Contractor does request
additional information, Subcontractor shall comply with the requirements stated
hatow.
13:12.2 Subcontractor, upon request from Contractor, must submit an initial written report to
Contractor Within twenty -four (24) hours. Subcontractor must investigate all
incidents In a timely manner until the cause of the incident is definitively determined.
Subcontractor shall respond to inquiries from Contractor throughout the
investigation and upon finalizing that Investigation Issue a Ilrlai written report to
Contractor (after review by Contractor if Contractor requests such reViOW) listing not
only the cause of the incident but also the action steps to be implemented to help
prevent similar incidents in the future.
13.13 Alcohol and Onia Policy
13.13.1 Subcontractor Shall ensure that its employees, agents and Lower Tier
Subcontractors shall not perform any Work while under the Influence of alcohol or
any controlled substance. Subcontractor shall ensure that its employees, agents,
and Lew Tier Subcontractors Shall not use, possess, distribute or sell alcoholic
beverages, Illicit or unprescribed controlled drugs, drug paraphernalia, or misuse
legitimate prescription drugs while on Contractor's or Owner's premises or while
performing Work.
13.13.2 If Subcontractor has adopted or should adopt its own policy to ensure a drug and
alcohol free worK piece while perforrnirig Work, SUbconlreatOrS policy shall conform
to or be consistent With Subcontract requirements.
13.13:3 Subcontractor shall remove any of its employees or Lower Tier Subcontractors from
performing Worts ahy time there Is suspicion of alcohol /drug use, possession, or any
time an incident occurs where drug o'r alcohol use could have been a: contributing
Mar. 31..c !:27PM Crain Caton and James
EXHIBIT 0 TO SUBCONTRACT NO. SC- CFZ- SCC -01
Rev 0 Page 5 of 17
No. 1059 -24
000209
factor. Contractor or Owner has the right to requite $ubcohtractor to remove
employees or Lower Tier Subcontractors from performing Work any time cause
exists to suspect alcohol or drug use. In such cases, Subcontractor's employee
may only be considered for return to Work after successful completion of Contractor
supplied alcohol and drug for -cause lest, conducted Immediately following removal
that said employee was In compliance with Subcontract. Subcontractor shall not
use an employee to perform Work, who either refuses to take, or tests positive in,
any alcohol or drug test.
13.13.4 Contractor or Owner may, without prior nOUce, search the person, possessions, and
vehicles of Subcontractor's employees, agents and Lower Tier Subcontractors that
are on premises owned or controlled by Contractor or Owner. Any person Who
refuses to cooperate with such search shall be removed from the premises and not
allowed to return. Subcontractor shall replace .any Of its employees or LAWer Tler
Subcontractors at Contractor's or Owner's request.
13.13.5 Contractor or Owner shell have the right, but not the Obligation, to perform
unannotmeed audits of Subconitapter's alcohol and drug program to verify that
Subcontractor's policy and its enforcement are acceptable.
13.13.6 All Subcontractor employees and its Lower Tler Subcontractors employees are
required to successfully complete Contractor supplied pre access alcohol and drug
testing prior to being allowed access to the site. In addition, for -cause alcohol and
drug tests are required after any safety incident, or near miss.
13.13.7 Subcontractor, its employees or Lower Tier Subcontractors employees, in addition
to the above provisions, shall be subject to unannounced random alcohol and drug
testing performed by the Contractor throughout the duration of the Project.
13.13.6 Subcontractor will comply and will cause its Lower Tier Subcontractors to corinply
with all applicable LAW related to the control use or abuse of drugs and alcohol.
13.14 Cellular Telephone Use
13.14.1 Subcontractor shall ensure that its employees, agents and Lower Tier
Subcontractors shall not engage in cellular telephone usage while operating a
Vehicle and performing Work e>tcluslvely for Contractor, regardless of whether
Contrectbr owns the 'vehicle,
13.14.2 If Subcontractor has adopted or should adopt Its own policy to ensure that cellular
telephones are not used as described above, such policy shall be consistent with
the requirements Of the Subcontract.
13.15 Subcontractor shall secure observance and compliance With the requirements of this article by
all of its Lower Tier Subcontractors at Work Site. A breach or violation of any of the tetrris of this
article by Subcontractor or Its Lower Tier Subcontractors shall be considered a material and
substantial breach of contract.
13.16 Nothing contained in this article shall be interpreted as enlarging the legal responsibilities of
Contractor or. Owner to Subcontractor or Subcontractor's agents, employees, Lower Tier
Subcontractors or third parties or affecting the independent Subcontractor status of
Subcontractor.
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Article 18 BUSINESS STANDARDS AND CORRUPT PRACTICES ACT
16.1 Subcontractor, in, performing Its obligations under Subcontract, shall establish and maintain
appropriate business standards, procedures and controls including those necessary to avoid any
real or apparent 1mproprJety or adverse impact ob the interests of Contractor ,Group. Contractor
and /or 'Owner shall have the right but not the obligation to periodically review at reasonable
frequency during performance of Work, such business standards and procedures including,
without limitation, those related to the activities of Subcontractor's employees and agents in their
relations with contractor Group's employees, agents and representatives, vendors, LQWer Tier
Subcontractors and, other third parties, and those relating to the placement and administration of
purchase orders and subcontracts. Such review(s) shall not relieve Subcontractor of its
obligations under Article 15- Pajticipallon by Contractor in any such review shall not constitute a
waiver, by Contractor of any rights under Subcontract and Contractor and Owner undertake no
obligations as a result of participation In such review.
16.2 Subcontractor shall not make, either directly or indirectly, any improper payments, of money or
anything of value to a government official in connection with Subcontract. All payments by
Contractor to Subcontractor will be received by Subcontractor for Its own accOUnt and
Subcontractor is not authorized to offer, give, or promise any part of such payment's, dirtdclly dr
indirectly, to any government official, political party or official thereof, or any candidate for political
office, or to any officer, director, employee or Other agent or representative of any Itstria tiontality
of any goverhrrietit.
16.3 'Subcontractor shall kercise, all reasonable care and diligence to prevent any actions or
conditions Which could result in a conflict with. C.ohtrattor Group's beat Interests. This obligation
shall apply tolls activities of the employees, agents, vendors, and Lower Tier Subcontractors of
Subcontractor in their relations With the ernployoes and their families of Contractor Group,
vendors, agents, Lower Tier Subcontractors anti third patties. Subcontraactor's compliance with
this requirement shall Include, but not he limited to, establishing precautions to prevent its
employees or agents, or those of Its vendors and Lower Tier Subcontractors from making,
receiving, providing, or offering any substantial gifts, extravagant entertainment, payments, loans
or other considerations,
15.4 Subcontractor shall use reasonable measures to ensure that all commercial documents including
Invoices, vouchers, financial settlements, billings and reports submitted by Subcontractor to
Contractor truly reflect the facts about the activities and transactions to which they pertain and
the data therein is complete and accurate.
15.4.1 Subcontractor shall place similar requirements on all Lower Tier Subcontractors, and
vendors who are involved in furnishing materials or performing services as part of
Work, including the Obligation to notify Contract'o'r Upon discovery Of any I nstance 'of
non compliance as stipulated under Article 15,5 below.
15.4.E If StibcQnfractor .discovers Or is advised of any errors or exceptions related to its
invoicing of Work, 'Subcontractor and Contractor will together review the nature of the
errors or exceptions, and Subcontractor will, if appropriate, promptly lake corrective
action and adjust the relevant invoice Or refund overpayments.
15.5 Subcontractor agrees to notify Contractor promptly upon discovery of any instance in which the
Subcontractor falls to comply with this Article 16.
For purposes of this Article 16,5, "Offlclar means and Includes:
e. any officer or employee of any government or any department, agency or instrumentality
(i.e,. any legal entity controlled by the government) thereof, or any person acting In an
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official capacity on behalf of any such government, department, agency or
instrumentality;
b. any political party;
c. any official'of a political party;
d. any candidate for political office; or
e. any officer or employee of a Public International Organization (e.g.. United Nations, IMF,
World Bank).
Subcontractor represents that it has not offered, paid, promised to pay, authorized the payment
of, or transferred, Franey of anything of Nettie to an Official to secure any improper advantage ar
benefit in relation to the matters contemplated by this Subcontract, either directly or indirectly
through a third party. Without limiting the generality of Article 15, and In recognition of the
prinCIplet of the OECD Convention on Combating Bribery of Foreign Public Officials in
international Business Transactions which entered into force on February 15, 1999, and the
United States Foreign Corrupt Practices Act, Subcontractor represents and agrees that it will not,
directly Or indirectly, In connection with this Subcontract and the matters resulting therefrom, offer,
pay, promise to pay, or authorize the giving of money or anything of value to an, Official, or to any
other person while knowing or being aware 'of a high probability that all or a portion of such
money or thing of value will be Offered, given or promised, directly or indirectly to an Official, for
the purpose of Influencing the act, declsion or omission Of such Official to obtain or retain
business related to this Subcontract, to direct business relation to this Subcontract to any person,
or to obtain any Improper advantage or benefit. Subcontractor represents that no Official or clo
relative of any Official has any Material direct or indirect ownership or other legal or beneficial
interest In It or any of its affiliates, or in the contractual relationship established by (his
Subcontract or any subcontract or other agreement related to this Subcontract, and that no such
Official serves, as an officer, director; employee, or agent of Subcontractor. This representalior5
shall be Continuing throughout this Subcontract. Subcontractor agrees to notify Contractor
promptly and' in writing of any changes in Its direct or indirect ownership in it or its affiliates that
would bake it Or them an Official as defined in this Subcontract. Subcgritraetdr coVenaots that
should Contractor notify It of any concerns that there has been a breach of the provisions of this
Article 15.5 It shall cooperate In good faith with Contractor in determining whether such a breach
hab. oCeifrred: If there has been such a breach or Subcontractor hat taken any a0066 that would
create a material risk of liability for Contractor under any applicable LAW, 'Contractor shall be
entitled to treat the breach as an event of defaultand to exercise any rights it may have under this
Subcontract upon the occurrence of any event of default, wittioUt regard t� any waiting periods or
cure periods specified in this Subcontract. Subcontractor ,further agrees that in connection with
the Work performed under any subcontract or related agreement and without limiting the
requirements of Article 15 with respect to Lower Tier Subcontractors, It will require its Lower Tier
Subcontractors to agree to and comply With contractual provisions substantially Identical to those
contained in this Article 15.
16.5 Any breach by Subcontractor of any provision contained in this article shall be considered a
material breach of this Subcontract. Contractor's remedies in the event of such breach include at
Contractors sole discretion, Immediate termination of this Subcontract as well as Other rem''dles
provided in this Subcontract or available at LAW.
15.7 Workplace Harassment. Subcontractor, Subcontractor's employees, agents and Lower Tier
Subcontractors engaged by Subcontractor in the Work shall be subJect to the standards of
conduct set forth in, Owner's Harassment in the W orkplace" policy While performing Work for or
communicating with Contractors and /or Owner's employees, agents, customers and other
Subcontractors. A Summary of Owners policy Will be included In a memorandan addressed to
Subcontractor personnel, performing Work for Contractor. Subcontractor will inform each Of its
employees, Agents and Lower Tier Subcontractors who perform, or will perform Work of these
Mar. 31., 2010 12:28PM Crain Caton and James No. 1059 N. 2/
16.1 Confidential' information
16.1.1
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requirements and provide each with a copy,of that memorandum. Subcontractor will promptly
notiij Contractor representative for the Work of any report or complaint of harassment or any
Violation of the standards of c6ndUct. Subcontractor will cooperate With Contractor and Owner In
any Investigation or questioning by Contractor's or Owner's designated Investigators.
Subcontractor agrees not to retaliate against anyone who reports any incident Of harassment or
who cooperates In any Investigation of such Incidents.
16.8 Subcontractor acknowledges that the technology, software, services, or commodities provided by
Contractor Group, or provided by Subcontractor Oinup to Contractor Group, under this
Subcontract may be subject to LAWS or regulations restricting their export, re- export, transfer or
release to certain governments, legal entitles or individuals and/or to certain destinatlans,
including those LAWS and regulations administered by the U.S, Department of Commerce
(Bureau of Industry and Security) and the U.S. Department of the Treasury (Office of 'Foreign
Assets Control).
15.9 Subcontr'actor acknowledges that' certain items, including, but not limited to, technology, goods,'
softWOre, $aivlcee or commodities provided udder this Subcontract ("Items may be subject to
LAWS or re9ulatiohs, restricting their export, re- export, transfer or release to certain governments,
legal entities or Individuals and /or to certain destinations ("Export Controls
With rasped to any export, re- export, transfer or release otherwise permitted under this
Subcontract to persons within Subcontractor Group, to Contractor Group, or to third parties of
such Items, Subcontractor will comply with all applicable Export Controls.
Article 16 CONFIDENTIAL INFORMATION
Subcontractor shall hold In confidence and not disclose to others, except as required
for the proper performance of Work, business or technical information of Contractor
Group or third ,parties "Confidential Information) that is (i) made available to
Subcontractor, directly or indirectly, by Contractor Group or (ii) acquired, observed or
generated by Subcontractor In the course of performance of Work, Subcontractor,
shall similarly obligate in writing its Lower Tier Subcontractors and vendors or any
Other third party receiving disclosure of Contractor Group's Confidential Information
hereunder With respect to such Information disclosed to acquired, observed or
generated by them, unless otherwise approved in writing by Contractor. Confidential
Information Shall not include:
a) information which is or becomes, without fault of Subcontractor, part of the public
domain:
b). information which Subcontractor can show was received by Subcontractor from
an independent third party that is under no obligation to Contractor Group
regarding the information: or
o) information which Subcontractor can show was already in Subcontractor's
possession at the time the information was made available to Subcontractor,
directly or Indirectly, from Contractor Group, and was not acquired by
Subcontractor from a third party under a confidentiality obligation.
Additionally, if so required by LAW or valid legal or regulatory process. Subcontractor
may disclose Confidential Information, but only following notice by Suboorltrsctof .to
Contractor of the requirement to disclose and reasonable cooperation with any
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EXHIBIT D TO SUBCONTRACT NO. SC- CFZ- SCC -01
attempt by Contractor Group to maintain the confidentiality, sit such Confidential
Information.
16.1.2 Subcontractor shall not, without the prior written approval of Contractor, use the
Confidential information which Subcontractor Is required to keep confidential
hereunder for any purpose other than the performance of the Work,
16.1.3 Subcontractor will not Include in the Documents, or otherwise disclose to Contractor
or ()Wrier, any Information that is proprietary or confidential to Subcontractor or any
third party. Accordingly, Contractor and .Owner shall have no obligation of confidence
with respect to any Information disclosed by Subcontractor, and Contractor and
Owner shall be free to use or disclose any or all of such information to third parties
without accounting to Subcontractor therefore; unless, however, such, information is
specifically covered by a separate, written confidentiality agreement, In the absence
of any, such separate confidentiality agreement, Subcontractor shall not place any
restrC,tivo notices do any Information, no matter the form. of as teCording that
St bcontreotor provides hereunder, If Subcontractor places any such restrictive
notices on any Document, Contractor Is hereby authorized to nullify, remove or
disregard those notices
16.2 Drawings, Specifications, and Other Documents
16.2.1 Subcontractor agrees that all tracings, designs, drawings, specifications, computer
programs, requisitions, purchase orders and other documents or records, whether In hard
copy or soft copy form ("Documents') provided by Contractor Group Or prepared or
developed or acquired by Subcontractor pursuant to Subcontract are and shall be the
sole and exclusive property of Owner. Such Documents, including the concepts,'deslgns
and technical information contained therein, may be published by Contractor GroiJp,
disclosed to third parties by Contractor Group and/or used by Contractor Group for any
purpose and without limitation. Said Documents shall not be used by Subcontractor
Group on, any other projeot and all copies thereof shall be turned over to Contractor or
destroyed at Contractor's discretion. With Contractor's prior approval, Subcontractor may
retain, one (1) Copy of such Documents for archival purposes only, subject to the
Confidentiality requirement of this Subcontract.
16.. Subcontractor agreos to assign and hereby assigns and cause IN Lower Tier
Subcontractors and vendors to assign to Owner the sole ownership of any copyright in all
Doctttnents and other Works created pursuant to Subcontract by Subcontractor Group;
At Contractor's or Qwner's request, Subcontractor will execute and deliver to Contractor
or Owner and will cause its personnel, Its Lower Tier Subcontractors and its Lower Tier
Subcontracto& personnel to execute and deliver to Contractor or Owner such additional
papers as may be reasonably requested for this purpose,
16.2.3 Notwithstanding any other provision of Subcontract, Contractor Group shall have no
property or Other rights (other than audit rights as provided for In Subcontract) In any
Subcontractor Group entity's internal records, other than project records.
Article 17 COPYRIGHTS ANb PATENTS
17.1 If Subcontractor or Its personnel make any Invention$, discoveries or Improvements (collectively,
"Inventions patentable or unpatentable, resulting from Subcontractor's activities under this
Subcontract, Subcontractor shall promptly disclose those inventions to Contractor in writing.
Inventions covered In this article shall include those conceived during the term of this Subcontract
beNreen Contractor and Subcontractor and within one (1) year thereafter. Subcontractor hereby
assigns, and shall require its personnel to assign, each invention to Owner. Subcontractor also
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EXHIBIT D TO SUBCONTRACT NO. SC- CFZ- SCC -Q1
shall require Its personnel to execute such papers as Contractor or Owner requests in connection
with any assignment and in connection with the acquisition of patents, U.S. and foreign, on any
Inventlons. Any compensation to which Subcontractor',e.perso"nnel may be entitled by LAW, from
Subcontractor or otherwise for assigning Inventions shall be for Subcontractor's account,
17.2 Subcontractor, warranting that it has the right to do so, hereby grants to Owner and its
AFFILIATES' and successer8 a perpetual, Irrevocable, royal free, worldwide, transferable,
nonexclusive license under all patent and know -how rights now or hereafter owned or controlled,
by Subcontractor which cover any apparatus, article, process Cr composition that' is to be used or
produced in the performance of the Work or in the 'operation or any part of the Facility resulting
therefrom Including the right to make, use. Bell, operate, maintain, repair, reconstruct, alter, and
all pars thereof and or modify the Facility and all parts thereof and to Import, export or sell
products (hereof.
17.3 If either Subcontractor or Contractor Group Is made the subject of any claim or lawsuit based on
the'alleg'ed infringement or misappropriation of any third party patent, copyright, trade secret or
other Intellectual property right by reason of any aspect of the Work, it shall promptly notify the
other party in writing. Subcontractor shall defend and indemnify Contractor Group against all
Claims or lawsuits based on the actual or alleged Infringement or misappropriation of any third
party right, except to the extent Subcontractors allegedly infringing or misappropriating conduct is
expressly required by Contractor in the Subcpntrpol or expressly required in writing by Contractor.
This indemnity shall include, without limitation, all penalties, awards, and Judgrnerrts; all court and
arbitration costs: attorneys' fees; and other reaSOr able out -of- pocket costs incurred iri connection
with such claims or lawsuits, Subcontractor shall have the right to control the defense of any
litigation, and to settle or compromise all 'claims and lawsuits subject to its indemnity. However,
Subcontractor may not settle or compromise such claim or lawsuit without the written consent of
the indemnified party If any settlement or compromise:
a. requires the Indernf'tlfled party to part with any property right or interest, assume any
obligation or make any payment. not Indemnified, or
b. subjects the Indemnified party to any Injunction.
Subject to the foregoing, the indemnified party shall have the right, at,its option end expense, but
not the obilgetlon, to retain advisory Counsel to represent its interests in defending any such claim
or laWsfiit.
If ahy conduct of Subcontractor for which Contractor Group Is Indemnified under this article
restitts in an Injunction against Contractor and /or Subcontractor with respect to the Work,
Subcontractor agrees that It shall, at Its option and its sole expense, either:
a. procure For Contractor Group the right to continue using the infringing subject matter, or
b. replace the subject matter with an equivalent, non Infringing product, or modify the same so
that it becomes non infringing Without affecting its functionality and without affecting
Contractor's ability to use It.
Contractor Group shall have the right to retain counsel and consult with Subcontractor at its own
expense, but alt other expenses shall be at Subcot traCtOr'S expense.
17.4 Subcontractor shall promptly notify Contractor if Subcontractor has or acquires knowledge of any
patent under which a suit for the alleged infringement thereof reasonably could be brought in
connection with Subcontractor's activ(ties in performing Work or In Contractor Group's design,
construction, operation, use or sale of completed Work or any part' thereof or sale of products.
from the completed Work.
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17.5 Subcontractor shall defend Contractor Group, at Contractors request, against suits or claims for
alleged or actual Infringement arising out of Subcontractor's having incorporated into Facility or
used in, the ctihstrut:tton of Facility apparatus, articles, processes or compositions patented by
third parties, and Shall indemnify and hold Contractor harmless from any liabilities and expenses
resulting from such sults or claims. In such actions, Contractor Group may be represented by
counsel of its choosing at its expense. Subcontractor's obligation under this clause shall not
apply where Subcontract requirements or Contractor's Written instruction specifically requires the
incorporation or use of the offending apparatus, article, process or composition.
17.6 Subcontractor shall obtain from Lower Tier Subcontractors and vendors the patent
indemnification and rights for Owner and Contractor Group that Subcontractor is required to
provide herein, and shall ensure that Lower Tler Subcontractors and Vendors are obligated to
confidentiality obligations and use restrictions no less restrictive then the terms of this
Subcontract.
Article 20 DISTRIBUTION QF RISKS
The relea.AS and indemnities provided for in this Article 20 shall apply to fhe maximum extent
permitted by:LAW.
20.1 Property Associated With Facility and Resulting CONSEQUENTIAL LOSS
20.1_1 Contractor shall rele and hold Subcontractor Group harmless from liability (or direct damages
and CONSEQUENTIAL LOSS, howsoever caused, to Contractor Group for the loss of or damage
to Subcontractor Group's or Contractor Group's property intended to be (or is) incorporated into
Facility or used in the construction of the Facility (excluding Subcontractor Group's construction
tools, construction equipment and rented items which are used or intended for use in performing
Work) where such property Is
(a) delivered to Subcontractor Group or Its vendors by Contractor Group,
(b) procured by Subcontractor Group from third partles,or
(c) supplied by Subcontractor Group,
when located at any Work Site or in transit to or between Work Sites until Contractor or Owner
has assumed care, custody, and control of such property under a Certificate of Completion, or
other Written instrument signed by Contractor's authorized representative, EVEN IF SUCH LOSS
OR DAMAGE, TO SUCH PROPERTY RESULTS FROM THE NEGLIGENCE OF
SUBCONTRACTOR GROUP. After such assumption of care, custody, and control, Contractor
shall release and hold Subcontractof Group harmless from liability for direct damages and
CONSEQUENTIAL LOSS, howsoever caused, to Contractor Group for the loss of or damage to
pads of Facility which are in Subcontractor Group's care, custody, and control during further Work
performed under Subcontract (Including but not limited to warranty wdrk, 'startup assistance and
punch list items performed after such Contractor or Owner assumption of care, custody and
control) under .Subcontract, EVEN IF SUCH LOSS OR DAMAGE RESULTS FROM THE
NEGLIGENCE OF SUBCONTRACTOR GROUP.
Notwithstanding the foregoing. Subcontractor shall tap responsible for the first $240,000 per
occurrence for direct damage and for any CONSEQUENTIAL LOSS to Contractor Group for the
logs of or ciamage to property intended to be (or is) Incorporated Into the Facility as referenced
above, that is caused by or results from Subcontractor Group's negligence,
20.1.2 Subcontractor shell release, indemnify, defend and hold Contractor Group harrhiess from
liability for direct damages, howsoever caused, resulting from ions of or damage to
Subcontractor Group's construction toots, construction equipment and rented items which are
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used or intended for use in performing Work sustained by Subcontractor Group, EVEN IF
SUCH LOSS OR DAMAGE RESULTS FROM THE NEGLIGENCE OF CONTRACTOR
GROUP.
20.2 Owner's Adjacent Property and Resulting CONSEQUENTIAL LOSS
20.2.1 As used herein, Owners adjacent property shall include but not be limited to;
a, units, systems and areas of equipment existing separately from Facility located at or In
reasonable proximity to the Facility Site
b. the Facility or any_part thereof for which Owner has assumed custody and control, unless
Such parts of Facility are in Subcontractor Group's care. custody, and control for further
Work under Subcontract (including but not limited to warranty work, start-up assistance
and punch list Items); and
c. parts of Facility Included In any part of Work which has been terminated.
20,2.2 In This Article 20.2, Owners adjacent property under 20.2.1,0 shall not include property owned
and /or managed by AFFILIATES, other than Owner Which property shall be deemed to be third
party property that is subject to the provisions of Article 20.3.
20.2.3 Subcontractor shall be liable for loss of or damage to Owner's adjacent property which results
from the negligence of Subcontractor Group In performance of Work and for any resulting
QON.SEDUENTIAL LOSS sustained by Owner. Where such loss or damage is the result of
the joint negligence of Subcontractor Group with any other party, Including Contractor Group,
Subcontractor's May to compensate Contractor shell be in proportion to the allocable share of
sugh joint negligence of Subcontractor Group, subject to the qualifications set forth In Mole
20.2.4.
20.2.4 Subcontractor's liability under Article 20.2.3 shall not exceed the sum of Five Million U.S.
Dollars. ($5,000,000) per occurrence. Contractor shall release and hold Subcontractor Group
harmless from liability to Contractor or Owner for such loss or damage and for any
CONSEQUENTIAL LOSS sustained by Owner exceeding such amount per occurrence, EVEN
IF SUCH LOSS OR DAMAGE RESULTS FROM THE NEGLIGENCE OF
SUBCONTRACTOR GROUP..
20.3 indemnification for Third Party Damaaes
20.3.1 Notwithstanding Article 20.3.3 below, Subcontractor agrees to protect, defend, Indemnify and
hold Contractor Group harmless from and against all claims, den'iands, and causes of action,
including attorney's fees, of every type and character, Without limit and without regard to the
cause or causes thereof, which arise out of or are related In any way to the subject matter of
Subcontract and Which are asserted by or arise in favor of Subcontractor Group arid/Or
spouses or relatives of (members of Subcontractor Group, due to personal injury or, .death,
WHETHER OR NOT CAUSED BY THE SOLE, JOINT ANP(OR CONCURRENT
NEGLIGENCE OF CONTRACTOR GROUP AND /OR ANY CLAIM QF STRICT LIA(AiLiTY.
2Q.3.2 Notwithstanding Article 20.3.3 below, Contractor agrees to protect, defend, Indemnify and hold
Subcontractor Group harmless from and against all claims, demands, and causes of action,
including attorneys fees, of every type and character, without brit and without regard to the
cause or causes thereof, WhlCti arise OW of or are related in any wadi to the subject matter i;f
Subcontract and which are asserted by or arise in 'favor of Contractor Group and /or their
spouses or relatives of members of Contractor Group, due to personal injury or death,
WHETHER OR NOT CAUSED BY THE SOLE, JOINT AND /OR CONCURRENT
NEGLIGENCE OF SUBCONTRACTOR GROUP ANOfOR ANY CLAIM OF STRICT
LIABILITY.
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20.3.3 Subcontractor shall indemnify, defend and hold Contractor Group harmless from any claims,
demands and `causes of action asserted against the inljernnilee by any third party for personal
injury, death or loss of or damage to property resulting from the negligence, GROSS
NEGLIGENCE or WILLFUL .MISCONDUCT of Subcontractor Group and which arise out of or
are related In any way to the subject matter of Subcontract. However, where personal Injury,
death or loss of or damage to property is the result of joint negligence, GROSS
KEGL�IQFNG,F, or WILLFUL MISCONDUCT of Contractor Group and Subcontractor Group,
the indemnitor's duty of indemnification shall be in proportion to its group's allocable share of
joint negligence, GROSS NEGLIGENCE, or WILLFUL MISCONDUCT. If Contractor Group Is
strictly liable under LAW, Subcontractor's duty of indemnification shell be in the same
proportion that Subcontractor Group's negligence, GROSS NEGLIGENCE, or WILLFUL
MISCONDUCT contributed to the personal injury, death, or loss of or damage to property for
which one or More members of Contractor Group is strictly liable.
20.4 GROSS NEGLIGENCE and WILLFUL MISCONDUCT
NotWithstanding anything to the contrary in the Subcontract, Subcontractor and Contractor
shall bear full responsibility, without limit, for its GROSS NEGLIGENCE or WILLFUL
MISCONDUCT attributable to its managerial and &Inter supervisory personnel and, in no
event, will a party be required to release or indemnify the other party for GROSS
NEGLIGENCE or WILLFUL MISCONDUCT attributable to the other party's managerial and
senior supervisory personnel.
20.5 insurance and jndernnity Reformation
If It is judicially or statutorily determined that the insurance required under Subcontract or the
Indemnities voluntarily and mutually assumed under Subcontract exceed the Maximum
monetary limits permitted under applicable LAW, It is agreed that said insurance requirements
or indemnities shall automatically be amended to conform to the maximum monetary limits
permitted under such LAW.
20.6 Lower Tier Subcontractors and Limitation of Rights for Third Party Benefici
Members 9f $ubcpntractor Group and Contractor Group other than Subcontractor and Contractor
"Third Party Beneficiaries shall have no other rights under this Subcontract except as expressly
Stated in the Subcgntract with respect to Subcontractor Group and Contractor Group.
Notwithstanding anything to the contrary In the Subcontract, no Third party Beneficiary shall be
released or indemnified for the GROSS NEGLIGENCE or WILLFUL MISCONDUCT of Its
managerial or Senior supervisory personnel.
20.7 No Other Third Party Beneficiaries
Except to the extent of Third Party Beneficiary rights expressly provided for In Article 20.6, the
Subcontract and the rights and obligations of the parties thereunder are solely for the benefit of
the parties and not for the benefit of any third party.
20.8 Wrecks and Debris
Subcontractor shall be responsible for the removal and where appropriate the marking or lighting
of any wreck or debris of the Facility or the property, equipment, or any part thereof provided by
any member of Subcontractor Group where required by law or governmental authority, or Where
Sikh wreck or debris Is Interfering With dkvner's offshore Operations, or is a hazard to fishing or
navigation and shall release, indemnify, defend, and hold Contractor Group harmless from and
against all claims, liabilities, costs (includIng legal costs), damages, losses, or expenses arising
Rev 0 Page 13 017
Mar. 31. 2010 12:30FM Crain Caton and James No. 1059 P. 33
EXHIBIT D TO SUBCONTRACT NO. SC- CFZ- SCC -01
2: G21.S
out of such wreck or debris, WHETHER OR NOT THE NEGLIGENCE OR BREACH OF DUTY
OF ANY MEMBER OF CONTRACTOR GROUP CAUSED OR CONTRIBUTED TO SUCH
WRECK OR DEBRIS_
Subcontractor's liability under this Article 20.8 In respect to any or debris shall be governed
by and limited to the amount as stated under Article 20.1.1.
Subcontractor's liability under this article in respect of the Facility shall apply to any wreck or
debris related to performance of Work under this Subcontract by Subcontractor Group.
20.9 Responsibility for CONSEQUENTIAL LOSS
20.9.1 Excluding Contractor's responsibility with respect to CONSEQUENTIAL LOSS under
Article 20.4, Subcontractor shall release, indemnify, defend and hold Contractor
Group harmless for any other CONSEQUENTIAL LOSS sustained by Suboontracton
Group in relation to Subcontract, EVEN IF SUCH LOSS OR DAMAGE RESULTS
FROM THE NEGLIGENCE OF CONTRACTOR GROUP.
20.9.2 Contractor shall release, indemnify, defend and hold Subcontractor Group harmless
for any CONSEQUENTIAL LOSS sustained by Contractor Group in relation to
Subcontract, EVEN IF SUCH LOSS OR DAMAGE RESULTS FROM THE
NEGLIGENCE OF SUBCONTRACTOR GROUP.
20.9.3 Notwithstanding the foregoing, this AitIcle 20.9 Shall not be deemed to modify,
amend or limit Articles 20.3, Indemniticatlori for Third Party Damages and Article
20.4, GROSS NEGLIGENCE and WILLFUL MISCONDUCT and Article 20.2,4.
Articles 20.3 and 20.4 and 20.2.4 shall take precedence Over this Article 20.9,
20.10 General Subcontractor Liability
Notwithstanding any other provisioh, Subcontractor Shall be responsible and not compensated by
Contractor for;
a. any loss of money or securities in the care, custody or control of Subcontractor Group which
are used or Intended for Use in performing Work,
b, unexplained or mysterious disappearance of any property in Subcontractor Group's care,
oua tody dr control, or Shortage of any property disclosed on taking inventory, or
c. theft Of property on the part of Subcontractor Group.
20.11 Other
The indemnities provided for in this Article 20 shall lnclvde without limitetion all penalties, awards,
and Judgments; court and arbitration costs; legal counsel's fees; and other reasonable expenses
associated with such clam's, demands, arid causes of action. A party covered by an indemnity
shall have the right at its own expense to participate in its own defense with legal counsel of Its
own selection:
Subcontractor shall notify Contractor immediately of all accidents and /or losses related to the
Work and of all end anticipated claims related to the Work, Each party shell be primarily
responsible .for Investigating and handling claims based on losses for which it Is responsible, but
the Patties shall cooperate with each other In investigating and handling such claims.
Rev 0 Page 14 of 17
Mar.31.--u- Crain Caton and No. 10u-. 34
20.73 Hazardous Materials
EXHIBIT D TO SUBCONTRACT NO. SC CFZ SCC 01
It is recognized that certain environmental statutes related to hazardous substances,
pollutants, or oonteminants provide that individuals and firms may be held liable for damages
and claims related to such hazardous substances, pollutants, or contaminants under a doctrine
of Joint and several strict liability. It is not the Intent of this Subcontract that Subcontractor
Group be exposed to environmental liability arising Ail of pre- Sgbcontrgct contamination of a
Contractor or Owner provided Work Site, the aot vities of others, or proper peiformance by
Subicontractor Group of Subcontract services.
Ngtwithalariding any other provision of Subcontract except for Sub Article 20.4 (Gross
Negligence and Willful Misconduct), Contractor shall Indemnify, defend and hold Subcontractor
harmless for any costs, losses, and liabilities of Subcontractor Group arising out of, or In
connection with, environmental removal, response, remediatlon or abatement due to the
presence, release, or threatened release of toxic substances or hazardous materials on or
from'any Contractor or Owner provided Work Site; provided, however, that this paragraph shale
not apply (a) in respect of toxic substances or hazardous materials Which were brought onto
the Work Site by Subcontrac..tor Group, or. (b) to the extent resulting from the fault, negligence,
GROSS NEGLIGENCE or WILLFUL MISCONDUCT of Subcontractor Group.
Ekcept for toxic substances or hazardous materials which were brought onto the Work Site by
Subcontractor Group, (a) no Subcontractor Group entity shall be required to execute any
hazardous waste manifests as a `generator', and (b) toxic substances or hazardous materials
encountered in the performance of the Work shall be disposed of If at all, utilizing an EPA
Identification Number or other appropriate legal device obtained by, and carried. in the name of,
Owner in a third party designated by Owner that Is not affiliated with any Subcontractor Group
entity.
Article 28 INSPECTING AND TESTING
28.1 Subcontractor shall ensure that inspecting and testing of components of the Work are provided (I)
as required by LAW, (II) as required by the Subcontract Documents, and/or (iii) es Subcontractor
deems necessary to provide assurance that the portion Of the Facility provided and/or constructed.
by Subcontractor Group will operate safely under conditions specified in the Subcontract.
28.2 Subcontractor shall schedule inspecting and testing to avoid any delays In completing the Work
or parts thereof.
28,a Contractor arid Owner shall each have the right to Inspect or witness the inspection of equipment,
and materials to be Inspected by Contractor, or may waive such inspections. Inspection or non
inspection or witnessing or non- witnessing by Contractor or Owner shall not, however, relieve
*Subcontractor of its responsibility to ensure that said Items comply with Subcontract requirements
end are free from defects and capable of performing their respective functions.
28.4 Contractor and/or Owner tray Inspect and witness the Inspection and/or testing by others of any
components of the Work wherever located.
28.5 Subcontractor shall advise Contractor sufficiently in advance of arrangements for inspection and
testing to allow Contractor or Wrier to be present at, pehfon'n or witness inspection and testing.
28.6 if part of Work requiring Contractor's or Owner's inspection or witnessing is closed or covered
before Stich inspection or witnessing has been performed, Contractor may require said Work to
be opened or uncovered for inspection or witnessing and reclosed pr recovered. Costs
associated therewith shall be Subcontractor's responsibility.
Rev 0 Page 15 of 17
00 219
Mar, 31., 2010 12:30PM Crain Caton and James No. 1059 P. 35
EXHIBIT D TO SUBCONTRACT NO. SC=CFZ- SCC -01
28.7 Contractor and/or Owner may inspect construction tools and construction equipment when they
are brought on Work Site and at any time during the progress of Work. If any tool or Item of
equipment Is, In the Judgment of Contractor or Owner, unsafe or incapable of Safely doing the
Work for Which it Is intended, Subcontractor $hall "repair or replace it with a safe and capable tool
or item of equipment. The Subcontract Price includes costs for maintenance repair pr
replacement as necessary to ensure construction tools and equipment used in the Work are
capable of performing the Work for which they are intended.
Article 29 COMPUTER ACCESS AND NETWORK CONNECTIONS
000220
29.1 Subcontractor shall ensure that Its access to Contractor's or any AFFILIATE's (a) computer
hardware, software, telecommunication facilities, and user identitication codes "Computing
Resource§ and (b) data, messages, and transactions "lnforrnatidn will be solely for the
performance of Work Under Subcontract. Subcontractor shall further ensure that such access w,llt
be made only in the manner prescribed by this provision, only when such,access is necessary for
the Work and only by individuals who require access to perform the Work. Subcontractor will
notify Contractor of each Individual requiring .access to perform Work .under Subcontract and
notify Contractor when an Individuat no longer requires access. In addition, Subcontractor shall
ensure that each such individual at a minimum coriiplies with the Obligations of Subcontract and
with any other security and control requirements provided to Subcontractor from time -to-time by
Contractor's representative_
29.2 In particular, without prior written approval from Contractor, no individual shall:
a. Disclose or share use of any user access codes or passwords associated with the
performance of Work;
b. Access or attempt to access Computing Resources or information that the individual is not
authorized to access;
c. Access, change, manipulate (e.g., create, read, execute, decrypt,, destroy, modify, reVerse
engineer, or copy, etc.) or remove Computing Resources or Information that are not requited
to perform the Work under Subcontract;
d. Load any programs or data onto Computing Resources; or
e. Connect any computer modem to Computing Resources.
28.3 Where a remote connection to Computing Resources is provided to Subcontractor, Subcontractor
shall comply with the following additional requirements:
a, Subcontractor shah notify Contraolor of any changes or problems that may impact Computing
Resources ;7
b. Subcontractor shall protect Computing Resources from theft, physical damage and
unauthorized access.
O. Subcontractor shall maintain a traceable one -to -one relationship between the computer and
network address used to access Computing Resources and Information (e.g., no pooled IP
addresses, etc.).
d, Subcontractor shall not monitor or record network traffic for the purpose of capturing
Infon'nation (e.g., with network packet analyzers, line monitoring equipment, "sniffers" etc:).
Rev 0 Page 16 of 17
Mar. 31, .,.1 0_12:30PM Crain Caton and Ja,lrass_.., No. 10 p
32.2 Notification
EXHIBIT R TO SUBCONTRACT NO. SC CFZ SCC =01
If Subcontractor captures or views Information Incidental to performing Work, Subcontractor
shall treat such information In accordance with the terms of Subcontract.
e. Subcontractor shall use up -to -date measures to protect against transmission of viruses and
malicious code to Computing Resources.
Article 32 ILLEGAL INFORMATION BROKERING
32.1 Reoresentatlon
Subcontractor and Contractor are aware of a practice (referred to as "illegal Information
Brokering') where certain parties approach Subcontractors, Lower Tier Subcontractors or
vendors and offer' confidential information or illicit influence in order to obtain b'psiness through
corruption of competitive bidding processes, Subcontractor recognizes that the practice of Illegal
information Brokering or any Other coriuplion of the Subcontract award process is not permitted
by owner and Subcontractor represent§ that It has not and will not utlitze Or participate in Illegal
Information Brokering In connection with the Subcontract.
Subcontractor agrees that It will promptly notify Contractor if anyone approaches Subcontractor
for the purpose of Illegal Information Brokering concerning Subcontract or any other related
business Interest of Owner. Contractor undertakes that such notice and any related information
provided by Subcontractor will be treated with the utmost discretion. Contractor also undertakes
that II will handle Subcontract, as appropriate, In order to prevent any Subcontractor, Lower Tier
Subcontractor Or vendor from gaining any unfair advantage subsequent to such notice.
Rey 0 Page 170f 17
00C1221
36
Mar. 31., 2010 12:31PM Crain Caton and James No.1059 P. 37
Taun Rlls COMV101011
GENERAL CONDITION8 FOR SUBCONTRACT
TABLE OF CONTENTS
Article Page
TRW No, No.
APPLICABLE LAW 25,0 8
ARIICLE HEADING 44.0 12
As.P.IGNM d „30 0 q 9
OAGKOHATIGE; OFFSET 46,0 12
CHANGES 3
I t
COMPLETE AGREEMENT 45.0 12
COMPLETION OF THE WORK 12,0 5
CONFIDENTIALITY. 24.0 a
CONTRACTOR'S RIGHT TO DO WORK .,15.0 a
CONTRACTOR FURNISHED MATERIALS 37,0 '10
CONTRACTOR INFORMATION ,36.0 10
PMAOS 42.0 11
DEFINITIONS 1.0 1
DISPUTES 40.0 11
EMERGENCIES 19 7
EQUAL OPPORTUNITY .50.0.. 13
FACILITY SITE .26.0 8
FORCE MAJEURE 39.0 d 10
GENERAL INDEMNITY 29.0 9
GOVERNING LAWAND VENUE 43.0 11
HAZARDOUS MATERIALS 35.0 10
INDEPENDENT CONTRACTOR 48.0 12
INTELLECTUAL PROPERTY PROTECTION 23.0 8
INVOICING. PAYMENT AND AUDIT ,...10.0... ......,.4
LA13013 AGREEMEN'TS1POLICIES 36..0 10
TABOR AND SUPERVISION 20,0 7
LIENS 22.0 8
LOWER TIER SUBCONTRACTS 5.0 2
mAlgRIALs, =Rio/mist-up. AND WARRANTIES 21.0 7
NO THTRO PART( OR OTHER CUVMS 41 0 11
NO WAIVER OF BREACH 3,1.0.., 9
OTHER WORK dd s.O., 3
PAYMENTS WITHHELD dd 11, 4
PERMITS AND LICENSES ,..,L d ,d 9
f:ilia iNg0RanTION 27 0
47.0 12
PROJECT INVESTIGATION t,r 7.0 3
NI:9:rary 32.d 9
RISK OF LOSS; pEDUCTIal,ES; TITLE, 14.0
SAFETY 4.0 2
SCHEDULE 6.0 3
SEVERABILITY AND SURVIVAL 33.0 9
SUBCONTRACT ADMINISTRATION 2.0 1
SUBCONTRACT 3 0 2
SUBCONTRACTOOrS DRAWINGS, SPECIFICATIONS AND CALCULATIONS 49,9 12
SUBCONTRACTOR INSURANCE 7 t —13,0 5
SUCCESSORS AND ASSIGNS d 34.0 19
SUSPENSION 18.0 7
TAXES 28.0 0
TERMINATION FOR CAUSE 16,0 0
TERMINATION FOR CONVENIENCE OF CONTRACTOR „17.0 a
General CondIllons for Subcontract No. sc-cg-scc-01
EXHIBIT C
eGi)222
Fenn 407-12 [MM) 0-1-05 [Modified)
Authorized for EicxonMobll GPV Copunakclal Dcfmonirratlon Plant
Mar. 31•,. 2.O..L.12:31PM Crain Caton and Ja.m.es.a...
to bEFINiTIONs
?ho following definitions apply internally to these General
Conditions and In the other Subcontract Documents, unless the
context clearly requires otherwise;
1.1 'Apptcable law' shall havri the meaning set forth in Ailicio
25.1,
1.2 'Certtltcate of Cbrnplellon' means the cerlincale Issued by
Contactor (o Subcontractor after Subcontractor has completed all
Work Other than pgtertual walrahty obligations.
1.3 'Contractor" means Washington Group International, Inc.,
an Ohlo corporation (or, II the Subcontract is signed by one of i1C
subsidiaries, $uch subsldiary).
1A 'Damages'. shot have the meaning set forth in Attila 25.2.
1.5 'Oay(s)' or day(s)' means calendar day(s) unless
olhcntdae''specified,
111 'Facility' Means the facility located or to located by
Owner on the Facie* Site.
1•ir 'Fecflfbr Sae' means all thole parcels of lend, on which
the Project is or Is to be located.
1.8 "Force Malthus Evenr shall have the meaning set forth in
Article 39.1.
1.9 'General Conditions' means the terms and conditions set
forth In this document, consisting of Amides 1.0 through 49.0.
1.10 'Hererdous Materlat means any hazardous matettat or
waste, toxic subetdnce, pollution 'Or cofitemtrieliori,
1.11 'Indemnified Parties' shah hays the meaning get forth In
Artiste 252.
1.12 'Lower TO( Subsonlrpct means each lower tier Vendor.
supplier, malerielnfah, bonauhanl contradtaf, subcontractor or
Other person or en(Ity foryn
Pering s, portion of the Work, for
Subcontractor h'eredrider and /or prpvlding eq pment or services
directly orindirectly In connection with the Work or Subcontract,
1.13 `M$DS' shell have the mehning sat forth in Article 35.5,
'Owner" means the party identified as such in the
Subcontract Order and any of its contractors, affiliates or venders
of any tier.
1,15 Tony' or 'Parties" means Subcontractor and/or
Contractor.
1,18 "Prima Contract means the contract between Owner and
Contractor for the Project-
1.17 'Project` means Owner's protect as described in the
Subcontract.
1.18 Project Schedulo" means Contractors overall schedyle
for Its work on the Project under the prime Contract.
1.18 "$pedal Conditions means the conditions, if any,
Identified as such in hie Subcontract
1.20 'Subcontract' means the document entitled Subcontract
Order issued by contractor to Subcontractor in connection with the
Project, all Subcontract Documents attached thereto or
Incorporated therein, and all written amendments, change orders,
modifications and supplements thereto, If any.
1,21 'Subcontract pneumonia' me @its the documents identified
as Subcontract doarments in the Subcontract Order.
1.22 'Subcontract Order' shall mean the document entitled
Subcontract Order and executed by Contractor and Subwnlrector.
General Conditions for Subcontract No. SC;CPZSCC-01
Pege 1of13
No. 10g-' _a 38
00 223
1.23 'Subcontract Price' means the price to be pall, by
Contractor to Subcontractor, for the Work as provided for In the
Subcontract.
1.24 Subooniractor' means the Individual Or entity idendlled as
such In the Subcontractt.
1,26 'Work shall mean all of the labor. services, equipment,
materials, supplies, documentation and other items which are to
be provided by Subcontractor under the Subcontracts.
1.20 'Work Schedule' shall have the meaning set forth in
Article 6.1,
2.0 S118CONTRACT ADMINISTRATION
2.1 Contractor may establish and implement a program to
monitor the performance and quality of the Work. Subcontractor
shall preside Contractor's inspectors and supervisory' personnel
access to all Work wherev It is In preparation or progress.
Notwhhstendtng any monring program implemented by
Contractor whit respect to the Work COritrador'shad hake no
obligation to pupae/lee or:neped,Sialoontraclpr's Work, and
inspection by Contractor with tes set to the Work shall not
relieve Subca rlradorr of 00101 lie atnder Ibis Subcontract.
See Subeontracl Exhibit K for ad clonal provisions related to
lnspedlon and (eating.
2.2 Contractor may expedite Subcontractor and Lower Tier
Subcontradore In the performance of the Work and
SUbbcbntractor shell provide Contractor with all inforrnatiori
reaa.Qhpbly requested by Contractor to enable it to, do so, Any
exdfidit(rrg' efforts by Contractor will not repave or, tesse'n
Subapn(ractor's responsibility for as failure to meet its obligations
ender the Subcontract.
.2.3 Subcontractor shall be solely responsible for the
ppeer(omtance of the Work and neither °toner nor Contractor shall
be responsible for Subcontractor's safety precautions end
programs Incident thereto,' failure to comply'wlth Applicable Law,
or (allure to furnish or perform the Work as required under the
Subcontract.
2.4 Neither Owner nor Contractor shell be responsible for the
acts or omissions of Subcontractor or any Lower Tler
8ubcontractor(e).
2.6 During the performance of the Work Contractor may
disapprove or reject Work where, in he opinion,, such Work does
not conform to the requirements Of the'Subconlract.
2.6 CtifiritOor may eft heduie and bgnduct job meetings to be
attended by persons designated by Contractor, including
Subcontractor and its Lower Tier Suticontthclor(e) for the
Project, to discuss matters related to the Work and Project,
including but not Wilted to procedures, progress, problems,
scheduling, 'safety and coordination.
2.7 Contractor end/or the Owner may imple,mepl from Itme to
time :safety', health and drug free programs (and amendments
thereto) of general applicability to the Facility Vito. t:ontractofs
personnel. Subcontractors personnel, and all Lower Tier
Subcontractor personnel shall all hilly comply with any such
programs. Contractor wit keep copies of any such programs at
the Facility Site end they l.v i be available during normal business
hours for Subcontractor to Inspect dn'dlor ropy.
2.4 Centraclot may establish procedures for processing shop
drawings, samples end Other submiliels by Subcontractor.
2.8 Contractor shall review and process all requests for
change orders by Subcontractor as set forth in Ankle 9.0.
2,10 Contractor shall determine when Subcontractor's Work is
Complete as set forth in Article 12.0.
Form 407 -12 (MM) 9 -1.05
Mar.31., 1O10 12:31NM Crain Caton and James No. 1059 P. 39
2.11 At all limes Subcontractor shall respond promptly and
accurately to Contractor's reasonable requeels for Informali *n
about the Work
2.12 Any cost reimbursable Work performed at the Facility Site
by Subcontractor. andAHAL.6wer Tier 8Ubconlractors shalt be
governed by the folloWlgg provisions:
a. Compenaagon rates for employees up Through craft foreman
level shall generally match prevailing rates for Ihe'area where
Work is performed, and policies relative to fringe benefits
chap not be more liberal than prevaping,piactices. Before
Subcontractor or any Lower Tier Subcontractor commences
any field OpeFellons. Subcontractor shall obtain Contractor's
approval of Us proposed salary and wage ranges and fringe
benefits, by Job classlfcation, for such employees. No
changes shall be made In said salary and wage ranges or
fringe benefits without Contractors prior approval.
b. Regular working schedules for employees covering the basks
workweek and scheduled overffine shall be subrplfled to
Contractor foe' apppproval: No employee "hall work
unscheduled overgme without Conlr!actoi'3 prior approval,
except where an emergency preclude; Subcontractor from
0004 poor approjrat. Qwntirne is Orr for Which
employees receive premium pay in addition to straight lime
pay 'or, lime. Worked and pall for in addition to basic work
Weak line.
2:13 the English language shall be the official language of this
Subcontract and of all communicatione, whether written or oral,
between Subcontractor and Contractor. In case of any
difference between this English version and any translation
hereof, Iles English version shall take precedence.
Subcontractor and Contractor may use any language Within their
own organlapprjs; except that the official version of lower liar
subcontracts and al written communications pertaining to them
shell be in the English language.
2.14 Contractor or Ownermay refuse any person admission to
their facilities orexdude any person from performing Work' under
Subcontract, and Subcontractor shall cooperate with Conirader
and Ownerwith respect thereto.
2.15 Contractor's approvals, authorjzalbns, agreements and
reviews shalt not relieve Subcontractor of its obligations under
thg'SUbcontrpct,
116 Subcontractor shaft be reaponsIble for the handling,
liansportation and proper disposal Of all equipment, materials,
supplies and structures not consumed in performing Work, as
directed byContradljr.
117 Any equipmenl, materiels, supplies and structures
famished to Subcontracterby Contractor Group, and not
consumed Id performing Work shall be returned to Owner by
Subcontractor upon completion of the Work or such earlier date
as may be requested by Contractor.
3.0 SUBCONTRACT
3.1 The Subcontract ilocurnepls are intended to be read as a
whole, and anyr Wont required by obi part and 'not mentioned In
eaother.shdl be executed to the same extent and purpose as
16ugh required by 411, /he releptaceinent, addition, or omission
Of a Word or d raracter shall not change the Intent of any part
froth that set forth by the Subcoetrael as a Whole. Should a
question or doubt arise as to the Intent and meaning of any part
of the Subcontract, Subcontractor shall Immediately notify
Contractor In Writing before the part of the Work affected Is
performed. Contractor's determination of intent and meaning of
General Conditions for Subcontract No. SC.CFZSCC.01
Pope 2 of 13
c Oi:y224
sup) part shall be final. subject to dispute resolution under Article
40,0.
3.2 In the yarious parts of the Subcontract where reference is
made to applicable codes and standards, the Work 'shall, except
as otherwise specified, confepp to the h$01 issue of the
referenced code or standard availab at the time the WOrk is
Performed,. Upon any point., of conllict between codes and
stendardti spplkable to the Work, Contractor shall be notified,
but the code or .standard imposing the more or most $Knoell
iegliireweitt as the case may be shall govern. until ;s othert4lae
stipulated by Contractor In writing,
3.3 Where specific governing dandling Ore net specified In
connection with the Work, the highest applicable industry codes
and standards shal govern
3.4 Subcontractor acknowledges and agrees that It shall
provide all labor, services,, equipment, materials, supplies,
dooumontettof and other such Item's necessary or epproprlate to
perform and complete the Work in conformity with and as
reasonably Inferred from the Subcontract Documents;
notwithstandIng the fact that each such neceseary or appropriate
Item may nut be expressly specified iherein.
3.5 THE PARTIES ACKNOWLEDGE AND AGREE THE
TERMS AND CONDITIONS QF TNE, Suacoi' RACT HAVE
t3EEN 'FREELY, FAIRLY, AND THOROUGHLY NEGOTIATED.
FURTHER, THE PARTIES ACKNOWLEDGE AND AGREE
THAT THEY HAVE ACTUAL KNOWLEDGE OF THE INTENT
AND EFFECT OF SUCH.. TERMS AND CONDITIONS,
INCLUDING BUT NOT LIMITED TO THOSE RELATING TO
WAIVERS, ALLOCi4rIoNs OF, RELEASES FROM,
INDEMNITIES AGAINST AND LIMITATIONS OF LIABILITY,
EACH PARTY ACttNOWLEDGES THAT IN EXECUTING
Subcontract THEY RELY SOLELY ON THEIR OWN
JUDGEMENT, BELIEF, AND KNOWLEDGE, AND SUCH
AOVIClE TttEY MAY NAVE RECEIVED FROM THEIR OWN
COUNSEL, ANO THEY HAVE NOT BEEN INFLUENCED BY
ANY, Banta§ ;.NTATIQN, OR STATEMENTS MADE BY ANY
OTHER PARTY OR ITS COUNSEL. NO PROVISION IN THE
SIJBCONTRAQT IS TO BE. INTERPRETED FOR OR AGAINST
ANY PARTY BECAUSE THAT PARTY OR ITS COUNSEL
ORAFTED SUCH PROVISION.
4.0 SAFETY
4.1 Subcontractor acknowledges that safely is of 00e
Importance to Contractor and Owner, and Subcontractor shall
cooperate 'with Contractor and OW.her' in e140 Iq prevent
injuries to personnel and to comply with all applicable safety
rules and regulations.
4.2 See Subcontract Exhibit K for additional safety related
requirements.
6.0 LOWER TIER SUOCONTRACTORS
6.1 Subcontractor shall notify Contractor in writing of the
names ,gf lower Tier Subcontractors proposed for any of the
Work and /hall not euheenlraet any pert of the Work without the
prior written authorization of Contractor. Subcontractor shall not
i'ubcortlract the Work as a whole. SubCeniraapl shall bind ail
Lower Tier Subcontractors to the provisions of the Subcontract
applicable to the subcontracted Work.
6.2 Neither the Subcontract nor any et bcontract with s Lower
Tier Subcontractor, nor any review or .approval thereof by
Contractor 'Of Owner, .shall ore'sle any contractual relationship
between any lower Tier Subcontractor and either Owner or
Contractor, or spy payrnent or other obligation on the pad of
either Owner or Contractor to any Lower Tier Subcontractor, or
relieve Subbontractor of any of its Subcontract obligations.
Form 407 -12 (MM) 9-1 -05
Mar.31., 7(11(1 12:32PM Crain Caton and Janus_._.
5.3 Notwithstanding the. Oilstone. of any subcontract With a
Lower her Subcontractor, 'Subcontractor shall De fully
responsible to Conlreekrufor the perfoenance of the Work as if
no such aubcontriet exlpla,
6.4 la purchase orders and subcontracts with Lower Tier
Subcontracois 'involving the supply of equipment and/or
materials, Subcontractorshaif:
(a) .specify that Owner will be the Marrlate owner of the
equipment and/ormaterials, and
(b) require that Owner be a recipient of manufacturer's
notices related to the equipment and/or materials to be
auppiled including, but not limited to any and all health
and safety advisories and notices.
Subcontractor shall similary obligate its Lower Tier
Subcontractors to comply with Items (a) aid (b) above, For any
Lower Tfer Subcontractor Who refuses to accept this provision,
Subcontractor aheb, promptly notify Contractor and seek
guldarice front Contradtor Prier' to placing the purchase order or
subcontract.
6.p SCHEDULE
6,1 Within ten (10) days after Subcontract award,
Suttconlraclor shall prepare and submit for Contractor's approval
a detailed sclied(tle for the performance of the Work as required
by the Subcontract (such approved schedule, the 'Work
Schedule`), The wok Schedule must yenforin to an schedule
parameters provided In the Subcontract, including without
limitation lire Prolecl Schedule. Subcontractor shall, ;abject. to
Contractors approval, maintain and update the Work Schedule
throughout the performance of the Work. Unless directed
othenvlee by Contractor, Subcontractor shall pedoini the WOrk
slrkttty In accordance with the Work Sghedule (as updated), and
shall, without addhlehal cost to Contractor, work such ovarian Or
lake such other or different measures as may be required in
order to reel the Work Schedule,
6.2 Subcontractor represents that It ahaq (1) prepare
documents k r its planning, scheduling and fgordinalllon of the
Work (hat are Feasible and reatiallc and (l) prepare schedules,
updates, revisions and 'reports that oocuratey refiecl
Subcontractor's reasonable expectations as to the sequence of
activities, duration of ecilviliea, productivity or efficiency.
proJu ted and actual completion of any Work Item or activity, and
delays or problems expected or encountered and spedfied float
lime.
6.3 Sulacentractor acknowledges that the dares required in
the Work SchedU a for the performance and completion of the
Work urn eeteritalcond Lions of the Subcontract and agrees that
Sdb4oplydeldr's fat re to perform and complete the Work
consistent With 41rrh'dales shall constitute a material violation Of
the Subcontract for the purposes of Article 16.0 and for (rte
purposes of any other remedy available to the Contractor under
the Subcontract, at law, and /or in equity.
7.0 PROJECT INVESTIOAT
7.1 Subcohtracoor reprecefts that it has, or has had fWI
opportuniy to examine the Facility Site and Subcontract
Documents) that it has eatiabed Itself as to the requirements of
the'Work and elf conditions which may affect the Work, including
but not limited to labor conditions and availability. the condition of
the Facility Site and access thereto to perform the Wolk end
ill weather conditions; that the Subcontract price, and Wont
Schedule have been determined with due regard for' all Such
requirements and conditions, Which do or may affect the Work;
and that Its entry Into the Subcontract has not been Induced
General Conditions ter Subcontract No. SC- CFZ -SCC-01
Page 3 of 13
No. 10 (1 P 40
00i;225
either wholly or in part by any premises, representations or
statements by or on behalf of the Contractor, its agents or
repreeenla(tves, br its agents or representatives,
other than those sat, font( In the Subcontract Subcontractor
a'cknewledges and accepts the risk of mistake Or error With
reaped to all matters within the scope of its Pro(act lnvespp5lion,
and agree; that it shell not be entitled hi. and shall make no
claim for,' any additional compensation or .damages of any kind or
character or extension of Ilme should- any requirements or
conditions applicable to the Work be different from or in addIion
to those identified by Subconlrsclor through such Invealigallon.
8,0 OYHR WORK
6.1 'Subcontractor shell be required In the performance of its
Work too coordinate Its activities at the Facility Site With those or
Contractor, or Owner Qr their other, 4nuiaCtors and
subcontractors, and to organlle Its Operations such that ail
activities on the, OW4 r'a Pro3ect site (nay he carried oua
efficiently and without delay. Subcontractor agrees that the
Owner or Centrecter Sha have the right to perform or, have
performed lit or about the Facillty Safi' during the lime, When
Subcontractor is,pgrrgr,ning IIS Work such other work ,as Owner
Or Contractor may detlre and that Subcontractor shall make
every reasonable effort to enable both its Work and such other
Iridrk to b completed Without hindrance or Interference, in the
event Subcontractors performance Of its Work Is delayed or
iiloifdred With by the work of Contractor. Omer or their
respective ether contractors, or the manner In which ontractor
coordinate!, prioritizes or otherwise requires or penile the Wo(k
end'such other work to be performed. Subcontractors sore and
exclusive remedy shall be an extension of time for the
pitfomiance of the Work. Any claim by Subcontractor for an
extension of time arising out of any alleged delay or Interference
shall be made to Contractor in accordance with Ankle 9.0.
9.0 CHANGES
0.1 Contractor has Iha right by written order to Subcontractor
to add (o, deduct from or otherwise change the Work. If any such
Contractor directed change 'in the Work affects the Subcontract
Price, Work Schedule grapy other pi'ovlsten of the Subcontract, or
Subcontractor becomes aWdro Of any circumstance Which
subcontractor believe! negesaitetea, a change in the Subcontract
Price. Work Schedule or arty other provision of the Subcontract,
S.uboontrector ohalt, within seven (7) days of receipt of such written
osier or•becorhtfg aware of sOch clrcirmstance, submit 9 writes
request to Contractor for an, adjustment to the Subcontract Price,
Work Schedule or other provision of the Subcontract Subcoekeler
behlevas Is affected (hereby. Subcontractors written fequeel sha
include documentation sufficient to enable Conti ctor to deleted/le the, tasters necessitating the adjustment(a) being requested, It
Subccriiractor falls to provide such Written request to Contractor
within such seven (7) day period (or falls withTn.aubli Period to
provide Contractor with a detailed statement of the reopens it Is
unable to do so and, as soon 'as It Is able to de so,'ieUidea such
request), Subcontractor @hell be deemed tphdve Waived any claim
nor en adjustment of the applied* Salgantrect Price, Work
Schedule or other provision of the Subcoljtrad.
9.2 Following receipt. of Untety written documentation from
Subcontractor as prescribed in Article 9,1, Contractor shall,
provided up adjustment) is warranted, issue a written amendment
to Subcontractor either adjusting the Subcontract Price,, Work
Schedule or Other rovision of the Subcontract se requested by
Subtohlractor or (h) In the event Contractor disagrees With
Subcontractors statement as to the effect of a Contractor directed
or other change to the Work, adjusting the'SubCOntrebtPriCe, Work
Schedule or other provision of the Subbontract if and es it deems
eppropdate. Subcontractor shah thereafter podium is Work in
accordance with such written amendment, subject to dispute
resolution underArllde 40.0, Subcontractor shalt have no fight to
Foam 407 -12 (MM) 9 -1 -05
Lulu IL:jLrivi kirain aton ano James No. 1U59 N. 41
suspend or delay its performance of Work while Contractor is
reviewing Subcontractors change request or if It disagrees with the
written amendment issued to It by Contractor
9,S Notwithstanding anything to the contra Ih this,Ariide 9,0;
no adjustment In the SubcbMiaCt Price, Work Schedule or any
other proytstop Of the Subcontract shall be made for or as a
result O( envy corfeclloh of shore, oinlselorre, deficiencies., or
ImproPer or detective Work on the pad of Subcontractor or Its
Lower Tier Subcontractors.
9.4 Any changes to the Work hereunder shall be performed
by Subcontractor conSlstefit, with all of the requiremepts bf'I.
Subcontract, unless otherwise directed in writing by Conlrador.
10.0 INVOICING, PAYMENT AND AUDIT
10.1 Sy not later then the Iifth (5 day of each menlb, and
utilizing Contractors application for payment form On the form
Included In the Subcontract Documents), subcontractor snail
submit to the Contractor's Representative an invoice 'with
supporting documentation for review and reconciliation.
10.E Following reconciliation, and by not later than the twenty
fift (25 day of each month, Subcontractor abaft submit an
approved Invoice with supporting documentation' to the
Ceeirac)oes Representative for payment
10.9 Subcpnlreclor shell complete sod submit a lee
w ithholding nollco On the tome Included in the Subcontract
Oocumenls).• no,later than the dale on which Subcontractors first
Invoice for the Work is submitted, Failure le submit the tax
withholding .notice may result In the delay in payment by
Contrtic4Qr eecr will be cause for Cogheclor to deduct from all
payments income taxes as required by Applicable Law.
10,4 Contactor Shall review and process all invoices for
payment submitted by Subcontractor.
10.5 Subcontractor invoices wet be paid as set forth herein only if
They meet the InVoiclga requirements sal forth in Ankle 10.0, and
shah each •be subject to len percent (10%) relalnage until Mal
completion of all Work and issuance by Contractor to
Subcontractor of the Certificate of Completion (in the roam
included in the Subcontract Documents).
10.6 Any invoice deviating from the requirements of this Article
10.0 will be returned to Subcontractor for correction and/or
submission of acceptable supporting docurnenlallen•
10.7 Terms of payment cpotalned In the Subcontract shall lake
precedence over terms of payment sheWir on Subconlraclors
invoices or elsewhere.
10.8 Subcontractor shall, and shalt cause Its Lower her
Subcontractors to sub'mE a release and, 'waiver or liens and
Cheek; and ceitification and proof Of payment as id' all labor and
materials, with. each Invoice in the form prescribed by the
Contractor (in the foml included In the Subcontract Documents).
10.9 No payment shall constitute a waiver of any claims
Contractor mey hove against Subcontractor.
.10.1Q All payments are provisional and any oVeipay(nenl by
Contractor to Subcontractor shall be deemed to be a mistake of
tact pyre prompty'repale to Contractor Upon dethand.
10.11 The dale Of receipt by Cbhtiador of a proper, complete
acct Fully qubalenbpled jpvolce from Subeonlrector will establish
the elfeetlue date of the Invoice Payment shay be net forty five
(48) days alter the effective date of the invoice.
General Conditions for Subcontract No. SC•CFZSCC -01
Page 4 o(13
OOt.1226
10.12 Applicable freight charges and sates and use (axes shell be
shown seperelaty on t116 Ingo! s. Freight charges shall be
supported by copy of the paid freight tilfi.
10.14 Audit
(a) Subcontractor shall maintain true and correct records of all
reimbursable r,osts (lit eccordape with generally accepted
accounting pr nciples applied on ti'consistent bests) pertaining to
Svbeerttract r'e Work under this Subcontract and all transactions
related thereto; and shall retain AN such records for period of
Tare (5) years from completion or termination of the Work, or such
longer period as may be required by law. Contractor may friifn
time to time make en audit of all records of Subcontractor in
connection with the Work rendered Under 'the Subcontract.
Contractor shall be permitted 1o, make such. audits fore period or
we (5) years from the completions or 16000100 Of the Work, or
such longer period as may be requ by law.
(b) Contractdrwilt have the right at reasonable times and plectra;
to inspect and eopy'any Of Subcontractor's books, accounts, time
carde, /ecords of transaction*, esthetes, schedules.
correspoedt'i'nce or any other records Or documents as necessary
for Connecter to verify and monitor: (I) the performance,
tompieletieie and quality of the Work; (II) the cornplelepesp and
accuracy of any reimbursable costs; ai the application of any (bred
unit rate's; (Iv) the eidetence and effectiVaness of Subconiracfor5
Business Standards as described in Subcontract Exhibit K; an'dlor
(v) Subcontractors compliance with all other tens of the
Subcontract
(c) Subcontractor shall perhlt Contractor',s representelives to
have sufficient audit acceee in ahy led price'or unit rate areas to
satisfy themselves, that no Work to Ire :r orppeosated for by such
fixed 'prices or unit rates are Invoiced as tefmburseble costs. In
addition. if Subcontractor refuses to provide such audit access,
cost in dispute Shall not be allowed as; reimbursable costs,, but coil
be deemed to be included in fixed prices or unit rates.
Notyuhhstending the foregoing, sold audit rights shall not extend to
the makeup of the fixed prices or fixed 'unit rates.
(d) Contractor shall have access sufficient to ensure that
malartals and services are provided in accordance with
Subcontract requireinenis,
(d) Subcontractor shall aselsi. Contractor in making the above
(tudila, In the event .01 audit by C6nlraetor results In disallowance
of costs, arty oiverpayinent that has been made to Subcontractor
roll be immediately reimbursed by Subcontractor to Contractor.
10.15 If Subcontractor has a legal responsibility to collect any
taxes directly from Contactor for payment to t apprep'date
taxing authorities, the portion of any payment from Contractor to
Subcontractor representing such axes alien ba, sepafi'iiely elated
In the invoice. Absent such regal requirement, Subcontractor Shall
not identify any Separate Item constituting (axes.
11,0 PAYMENTS WITHHELD
11.1 Contractor may withhold the whole or any part of any
pdyrnent to Subcgn(ractor tO tech Went ea Maybe necessary to
petted Contractor from loss as a result of
(a) incomplete, defective or damaged Work, not
remedied;
(b) Badccharges, per Article 46.0;
(c) claims flied or reasonableeviden'ce indicating
probable filing of claim including lien cipher.
involving or arising out of Subcontractor's Weak;
Form 40't -12 (MM) 9 -1.0S
Mar. 31. 9010 12:32PM Crain Caton and Jam._...,
(d) dgltlege to Contractors, Owner's or their respective
other Contractors work:
(e) failure of the Subcontractor to make payments when
due to Lower Trier Subcontractors;
(I) reasonable insecurity regarding Subcontrectere
inttlrtain or ability to continue with the envoi and
limey performance of the Work,
failure of the Subcontractor to perform or comply
with any of Its obligations under the Subcontract
Documents; or
(h) expenses arising from fdvotous claims against
Contractor.
11.2 Fonds withheld in accordance with this Subcontract are
not for the benefit pf the bgnping cgmpany of any Other 1 .114 1 1
Per<y:
(9)
12.0 COMPLETION OF THE WORK
12,1 When Subcontractor deems the Work finally completed,
Subcontractor shall give written notice thereof to Contractor.
Within fifteen (15) days after receipt of such notice, Contractor
will determine If the Work has been completed as required and
advise Subcontractor in willing either (0 Ihet the Work has been
finally completed or (ill that the Work has not been finely
completed, elaling reasons Therefor. in the event the Contractor
advises Subcontractor that the. Work. Is not tins complete,
Subcontractor will prornpt ii 4oittplele the Wortt aid give written
notice, to Contractor When It.has'done so. The procedure stated
herein shall he repeaiad 'tinUt the Work has bepR seliwfedOnly
and finally completed and the Certificate of Completion hat been
submitted, by. Subcontractor end accepted in willing by
Contractor. the Work wet be deemed finally complete as of the
dale of CgMractot'e nonce to $ubcofltacter WPal effect, The
prbcedure Sal forth in this Article 12,0 shall In no way limit
Contractors rights or Subcontractor's obligation; under Article
21.0. No demisty of arty pradtiat shall he cenaldered made or
complete until such product is completely and finally deitvered to
CcadrAtOrti physitel pdieeasion and control in its entirety.
Including but not Co replacement of any defective pads.
12.2 Al any Umep'rior to final completion of all the Work,
Contractor may temporarily take possession of and use any pert
of the Work. Contractor May return any such Work to
Subcontractor for completion.
12.3 The Contractor may at any time request in willing That
Subcontractor perms Contractor to accept any such par( of the
Work and Subcontractor shall make that part of the Work
available for Contractors inspection as soon as reasonably
possible, and in no event later than five (5) days following the
request. it Contractor agrees following the inspection that the
part of the Work in question can be accepted by Contractor,
Contractor shall issue n;l Certificate of Cohtpl€ lion for arch portion
of the Work. Such actfof by Contrador'andlor pee by Lontraclor
and /or Owner shall trot b@ Fonptrued as Poli(ractpre
concurrence that the Work or any Part thereof, fully Conforms. to
Subcontract tegUlranenis, shall not relieve Subcontractor of any
of Its iesPenee iiiuee under the bubco ntrad, and shall hot act as
a waiver by Centrector of any of the condtions thereof, provided
that Subcontractor shall dot be liable for the cost of repairs,
rework, or renewals which may be required due to ordinary wear
and tear resulting from such use. Subcontractor 'shall not use
any portion of the Work other than as approved In writing by
Contractor, In any such case Subcontractor shall. properly use
and maintain ehd, upon'completion Of its use and at Its eirpense,
recondition such portion of the Woes to the seltsfection, of
Contractor,
General Conditions forStiboontract No, SC GFZ SGC
Page 6
No. 42
OOt:�22'
12.4 From and 'after the dale specified in a Cerllricete 0
Completion or other form of written notice, Contractor or Owner
May proceed to start -up the part of Facility +covered thereby.
During this activity, except to the extent otherwise directed by
Contractor, Subcontractor shallsenUnue Ip finish any Incomplete
work and prompter WOW. arty derclendes.
12,6 Durtnq the latter phase of performing Work,
Subcoalrec(!ir shell airbag to Contractor for approval Its plans for
demobilization. Subcontractor shall not depart from the Facility
Site, until lull completion of the Work has been achieved and
Contractor approves Subcontractor's departure,
13.0 SUBCONTRACTORIN$URANCF
13.1 INepa otherwise specified in the Subcontract,
Subcontractor agrees that it shall obtain and maintain during the
performance of any. Work at the Facility Site and until the
ecce.pta'rice thereof. the insurance described In 13.2 and shag be
carded with insurance companies with at least a Best's 'A'
rating. Subcontractor will furnish to Contractor three (3) boplea
of the certificete(s) evidencing such insurance prior io
commendng performance, being physically, present on the
Facility Site, or shipping equipment or materials to the Facility
Site.
112 The required insurance coverage Is as fellows:
(a) Worker' Compensation Insurance and Employer's
Liability Insurance (Including occupational dttease) to cover
statutory benellte.,end lirnits of the Worker's Compensation laws
Of any applicarle jurtsdictien In which the Work is to be
performed hereunder, and Employers' Liability Insurance weh
lints, Of Nye hundred thousand dollar* ($500,000) for trauma,
each accident; five hundred thousand dollars ($500,000) for
diseaea, each person. and five hundred thousand dollars
($500,000) disease, policy limit.
(b) Commercial General Liability insurance written on
the latest ISO occurrence form and Including coverage for
Contractual Liability and Products and Completed Operetione (to
rennin in force for two (2) years following acceptance of the
Work. The Insurance required by this clause (b) shall have the
folloviikrg of liability:
Third Party Bondy Injury and Property Damage Liability:
16,000,000 combined single limit per occurrence aid
510,000,600 combined single limit general aggregate, with such
limits available to the Project,
(c) Busineaa Automobile Ltablljly in5ulpnce Foye(ing Olt
owned, leased and non owner vehicles ilded hi connection With
the Work, with not less than $1,000,000 combined single limit pef
occurrence for bodily injury and property damage.
.(d) If profeseional servs es are involved, Professional
Liabi Insurance With 'not less than $1,000,000 per occurrence
with a 24 months' discovery period after completion' of the work.
11.3 The following endorsements shall be included In the above
insurance coverages:
(a) Thirty (30) days advance written notice In the event
of cancellation, non renewal or material change of any poDoy.
Language referring to endeavor to' and "but, /'allure to s
notice shall Impose no obligation or, liability Of any kind upon the
company, its agents or representatives` shall be stricken from
the cen ificate Of insurance:'
(b) 'Contractor and Owner named as additional Insureds
(except on Workers' ccnpensetion and professional Ilabi ity)
(e) A waiver of subrogation In favor of Contractor end
Owner.
(d) Severablliity of Interest or Separation Of insureds.
Form 407-12 (MM) 9 -1 -05
Mar.31.. 2010 12:33PM Crain Caton and James No. 1059 P. 43
(e) Subcontractor's Insurance Is primary and any
Insurance maintained by Coniradbr is considered excess and
non•conlrlbutory,
14.Q RISK OF LOSS; DEDUCTIBLES; TITLE
14.1 ,Neturl(hstranding any other proytsleri(e) !n (hill
SubeonlracL'al all ("mita:prior lo' the final completion'ol the Work
as evidenced by issuance or the CruelOe(e of Completion,
Subcontractor shall bear the risk of loss and full responsibility for
the cos {g p replacement or repair resulting from any damage to,
toss of or doswciloh of the Work (to the extent not covered by
insurance emcee* received by or for the benefit of Contractor
under Buldery Risk insurance applicable to the project),
Inducting but not lathed to Owner hiMlstied work. cohatrucLon
equipment, and the Facility es a whole.
14.2 In addition to its obligations under Article 14.1,
Subcontractor shall be responsible for deductlbiea for any
damage or loss coveted by insurance provided by Subcontractor
under Atilrle -13.0, and for the payment of deductIbles for any
damage or Ions covered by any Builder's Risk insurance and
covering the Work, provided that with respect to such Builder's
Walt Insurance detarictible. sUcfl damage or loss was (q caused
by the fault, negligence or willful misconduct of Subcontractor or
any of Its Lower 7ipr Subcontractors or (Ii) caused by the failure
Of Subcontractor to meat Ile obligations under the Subcontract
14.3 Tithe to all materials, equipment or portions of
the W ork suppl by Contractor or Owner shall
remain In Contractor or Owner at all times. Title to all
equlpMent, materials, Ggppllee and structures
procured by $tibContractor from third (artle9 or
supplied by Subcontractor and intended, at the time
of such procurement or supply, .to be (n orporated
Into, or woad in the conslivctlon of Facility (excluding
Subcontractor Group's construction tools,
construction equipment and rented item'), shall pass
to Owner upon payment therefore by Contractor or
upon delivery to the Facility Site, whichever occurs
earlier.
15.0 CONTRACTOR'S RIGHT TO DO WORK
16.1 If the Subcontractor should neglect to prosecute the Work
pfpperly pr liniely or fall to perform any of its other obligations
under the Subcontract, Contractor, after two (2) days 'Written
notice to the Subcontractor (or shorter period if necessary In
COPlrscbars sole discretion), may proceed to make good such
deficiencles. end dedpct all posts, expenses and damages
thereby suffered, in whole or In part, 'OM any payntegt then or
thereafter due to the Subcontractor. Withoul prejudice to any
Other remedy it May have 10 dolled the said damages or any part
thereof not so deducted.
16.0 TERMINATION FOR CAUSE
16.1 II the Subcontractor should file a bankruptcy petition or be
adjudged bankrupt, or if It should make a general asslgnmenl for
the benefit of Ns creditors. or If a receiver should be appointed for
the Subcontractor, or if it should fall to supply enough property
skilled workmen or proper plant or materials or fail to make
Sufficient 'progress eo as to endanger the timely and proper
performance of the Work, or if it ahobld abandon the Work Or
unreaepnably delay lie progress or completlon,,or persistently
disregard Applicable Law or the inslrttctlons of Contractor or
otherwise be gutty of a material violation of any prosislona of the
Subcontract, then Contractor may. without,prejudice to any other
right or remedy, upon written notice to Subcontractor, terminate
the employment of the Subcontractor with respect to all or part of
General Conditions for Subcontract No. 8C- CFZrSCC.01
Page 6 of 13
000228
the Work and tare possession of such Work, and all materiala for
the Work and tools, plant, appliances and equlpnienl, and
temporary construction used in connection therewith and finish
the Work by whatever method Contractor may deem expedient,
all at the expense of Subcontractor. in such Case Subconliac dr
shall not be entitled to receive any further payment from
Contractor.
16.2 If Contractor's expense of completing the Work, Including
any at(oiney's fees and other legal expenses in connection
therewith, exceed the amount, if any, which Contractor agrees
would have been payable to Subcontractor had It completed the
Work as required under the Subcontract, Subtonirattor'shAil pay
the difference (o Cgntrador withip ten (10) days after necelp'
from Centred& of writ(en notice Of then nbu thereof.
164 Upon ,the failure o(Subcontradar to pay Contractor as set
forth )n Arfide 11,2, Conliactdi shall have the right to sell the
whole or any part of any of Subcontractor's materials, tools,
Olen!, appliances, equipment and temporary structures a( public
or private sale at any time or times thereafter without further
notice to Suboontractof and 10 transfer and deliver the e9me.
Contractor shall have the right to become the purchaser at such
sale or sales (free and discharged of any equity of redemption)
and after deducting all legal and other oils, ettornay fees and
expense of sale and, delivery, shall apply the balance, if any, of
the proceeds of such isle or eaten So made, to, the amount due
Contractor. Contractor shall pay the surplus, if any, to
Subcontractor acid Subcontractor shall pay any deficiency to
Contractor on demand_
17,0 TERMINATION FOR CONVENIENCE OF
CONTRACTOR
17;1 Perltrector MPY upon written notice to Sybcontractor,
Without' cause and without prejudice to any other right or remedy,
elect to ,tetrnirtate all or any part of the Work- Such termination
shall be effective in the manner specified In said notice, On
receipt of such notice Subcontractor shall, unless the notice
directs otherwise, immediately discontinue Work and the placing
of orders for equipment, materials, supplies and other Items In
p'n
conneotion with the perfoance of the terminated Work, and
shall, If requested, make every reasonable effort to procure
cancellation of existing orders and subcontracts upon terms
satisfactory to Contractor, and shall thereafter do only such Work
as may be necessary to preserve and protect Work already in
progress and continue to complete the Work not lermineted
hereunder, and to protect all Subcontractor material, plant or
equipment on the Facility Site or id transit thereto.
17,2 $hoard Contractor elect lo terminate all or sew p et'9J the
Work for'convenTence eS proy(ded herein, a complete and final
eetUemenf Of any and all claims of Subeonlraador arising as a
result or sixth 140100t10:6 shall be Made s$ follows: Conlredbr
shall pay to Subcontractor, forty'rive'(45) "alter receipt of an
I110 which meets lha raqufrer)reh(4 0(AtUcle 10.0, all amounts
due end owing to Subcontractor on or prior to the data of
terraInation, Including .e payment for th Work getiaraclority
completed but not yet Invoiced by Subcontractor prior to the
termination date, all retainage held by Contractor at the date of
termination, end all reasonable, actual termination costs incurred
by Subcontractor in terminating the Work (but excluding any and
all costa and expenses Incurred by Subcontractor from end alter
the date of termination for those Of lls employees who are not
directy. pedorming, regirlred termlpa(ion, .eetivities). In no °Vent
'shell Subcontractor be'entitled lost profit en Work'not performed.
11.¢ As a modeler), precedent to receiving any termination
payment under this Article 17.0, Subcdn shall execute and
deliver all such papers and lake such steps concerning
oblIgations and commitments of end to Subcontractor in
connection with the Work as Contractor may require for the
purpose of fully vesting in Contractor the lights and benefits of
Forin 497-12 (MM) 9 -1 -05
Mar. 31.. --2. 11,12:33PM Crain Caton and Ja g
18.0 SUSPENSION
16.1 Contractor may upon written notice to Subcontractor at
any 0rne suspend the performance of all or any portion of Work,
Upon receipt of such notice, Subcontractor chalt, unless the
notice requkes otherwise:
(a) Immediately dtsconuntie the suspended Work on the
date and to the extenlspectlted In the notice;
(b) place no further orders or contracts for equIphlent,
material, supplies, services or facilities with respect to
sun pendee Work, t kcept to the extant required In the splice;
(c) promptly make every reaeanabla effort to obtain
egspenslon upon terms satisfactory to Contractor of all orders,
contracts, subcontracts and other egreefll'erils to the extent they
relate to the perfornsance of Work suspended;
(d) continua to protect and maintain Work already In
place, Including thoee pot;iens of Work which have been
suspended; and
(e) take any other reasonable steps to minimize
Subcontractor's coals assodatedwith such suspension.
18.2 As full compensation (or Contractor's suspension of Work,
Contractor Will pay' to Subcontractor furry five (45) days, after
receipt of an Invoice which meals the requirements of Ankle
10,0; the actual, reasonable costs associated with mobWzation
end demobilization of •Suboonlraclor's plant, forces and
equipment, the cost of maintaining and protecting the Work to
the date of the invoice, and those 'amounts Contractpr and
Subcontractor 'agree Subcontractor should be paid for
eq uipment Materials', supplies, documentation ar other items
Wh,1d Subcontractor procured for the Project but for which
Subcontractor has not been paid as of :the date of the
suspension. Subcontractor Shall during the period Of the
suspef ,Slon continue to Invoke Contractor jn acmrienca_ with
Article 10.0 for the costa of maintaining and protecting the Work.
Subcontractor under such obligations and comriti(ments,
including but not smiled to valid and Tina( waiver of any and all
actual or potential pens aridlor clatnis,
18,3 Upon receipt of notice to resume suspended Work,
Subcontractor shall Immedlately.resume performance (hereof to
the extent required In the notice.
18.4 No adjustment shall be made for any suspension to the
extent Ihal performance of the Work would have been
concurrently suspended, d elayed, or interrupted by
Subcontractor's non- cgrrtp(iatice with the requirements of this
Subcontract
19.0 EMERGENCIES
19 In the event of an emergency at the FacIllty Site
threatening lose or injury to life or property which Subcontractor
flay, be ON .19 prevent ar mitigate, Subcontractor, without
awaking special Instruction or authorization from Contractor,
a1el1 Cis necessary to attempt to prevent or mitigate such
threatened loss or Injury.
20.0 LABOR AND SUPERVISION
20.1 Subcontractor shall engage in the performance of the
Work a sufficient nutnb6'r of salted workers to perform the Work
promptly, diligently, and In accordance with the requirements of
the Subtbnti'act Prior to oornrnencement of the Work,
Subcontractor shall provide Contractor with copies of is policies
regarding the furnishing of labor including copies of all wage
No. 10 44
0O :p229
agreements, working rules, and regulations, if applicable.
affecting the Work,
20.2 Subopn►raclor shall, engage in the performance of the
Work a sufflcfenl number of competent supervisory personnel as
are necessary to perform the Work in accordance With the
requirements of the Subcontract. Subepntra'µor shell further
have a competent superintendent torititluotisly on the Facility
Sae doling work hours and readily available upon call., The
superintendent shall be fully acquainted with the Work and shall
have the authority to administer the Subcontract on
Subcontractor's behalf and shall not be changed except wilh the
consent of Contractor, which shall not be unreasonably withheld.
20,9 Stibcenitoctor shaft promptly remove from the Faculty Site
or from performing Work any employee or agent of
Shlbdontrattor, any Lower Tier Subcontractor or any employee or
agents 'of lower Tier Subconlracldr performing Work under this
Subeentrect, as Contractor .may, for any reason designate.
Subcontractor hereby releases And forever discharges end holds
harmless Contractor and QWner.from any costs, claims, lessee,
and damages of any kind whatsoever' based on nagligeilce,
defamation, Wrongful ,discharge /dismissal or otherwise Which
Subcontractor may suffer, 'sustain, pay or incur es the rertilt of
any removal and will Indemnify, defend and hold harmless
Contractor and Owner against any third party cleirny based on
removals under this paragraph.
21,0 MATERIALS, WORKMANSHIP, AND
WARRANTIES
2, 1.1 All of..the equipment, materiel, supplies and other items to
h furnished by Subcontractor and hicorp8iatel into the' Facility
or Project shell be new, unused, of Orel fele quality, suitable for
use Iii the' Work and in strict conf8imlty' with the Subcontract
Documents,
21.2 Unless specified olhenefee In the Subcontract, the
following shall apply.
(a) Subcontractor aflall el all times and in a manner
reasonably satisfactory to Contractor, cover and protect from
damage, loss, theft Or destru,; huh all equipment, materials,
supplies and other Items which are to be used In the
performance of, or incorporated into, the Work at the Facility
Site. Subcontractor is soieiy' responsible for all equipment,
materials, supplies aria other Items stored by flat the Facility Site
and any shortages thereof +4111 be replaced by Subcontractor at
its expense,
(b) Subcontractor shall, at its expense, promptly repair,
restore or re take any property or the Owner, Contractor or their
respetltve phA1 coiltracgrs which Subcontractor or airy Al its
Lower Herr Subcontractors damages, destroys or loses.
21,9 Subcontractor warrants That ali Work (I) Shall; as
applicable, be free of defects in design, wodenonshtp and
Meterlal, (ii) shall be performed, I.n acgoidence with the highest
accepted Industry codes and standards applicable to the Work,
(nl) shell be performed In a good and workmanlike manner and
(iv) shell strictly conform to the Subcontract Docurionls. Upon
receipt of written notice of a defect or deficiency in the Work,
Subcontractor shall at Coniraktor's sole option and at no coal to
Contractor, promptly repair, replace, or reperform such defective
or deficient Work sc Chet it Conforms with the regt lrernegts of the
Bubeentact.
21.4 If Cent/actor deems II Inexpedient for aubcentractor to
correct defechie Or deficient Work, Contractor may make a
deduction trom iha Subcontract Price In "lieu of such correction,
as determined by Contractor.
21.5 Subcontractor shall, at Contractor's option, assign to
Contractor or Owner any and all righl! 'under any warranties it
General Conditions for,Subcontract No. SGCFZ•SCC•01 Form 407,12 (MM) 9 -1.05
Page 7 of 13
Mar. jl,. /U1U 12:jjrM Grain Gaton and James No. 1U59 N. 4h
may have received or be entitled to from Lower Tier
Subcontraclor's. Subcontractor shall secure for the benefit of
owner water' warranties and guarantees acceptable to
Conlraiitor from Lower Tier Subconttaclota for ell such
Warranties that exceed one (1) year rifler completion of the
Work.
21.6 Contractor may or may not elect to obtain (With or without
payment lhafe(or) the services, from Subcontractor, a Lower Tier
Subcontractor or elsewhere, of technical advisors for such
periods of lime, If any, all Contractor In Its sole and exclusive
diacrellpn deems appropriate.. However the presence, absence,
quality of performance, or period of time of service of any such
technical advisor( shall be Ii eleVpnt to and Shall not in any
manner impact any gtierahlee or warranty of Subcontractor or of
any lower Tier 3ubcontraclq,
22.Q LIENS
22.1 Subcontractor shall promptly pay for all labor, services,
equipment, rrta(oriale, supplies, dotumenlallon or, other Items
ilced or employed by it or on its behalf in the pe'rforinence of the
Work and shall keep and maintain all equipment, materials.
sjrppuea, and other items and the .Facility, Facility Site end
Project free from all mechanic's Rens and other liens. If any Ilan
or otairri of lien is flied upon or against the Fectuty, Facility Site
and /or Pro)ea by a Lower Tier Subcontractor, Subcontractor
shall promptly furnish to CantrpctQr (or epprgp Hale governmental
authority) a bond or other collateral necessary to discharge such
lien or claim of Ilan and shall Indemnify. and and hold
harmlets the lntleglnined Pantos against and from any and all
Damages arising from Or in connection wllh eny such lien. claim
of lien and/or olairtt toe payMenl, as 'applicable, and subject to
Applicable Law,
22.2 Contractor or Owjler May discharge or remove any valid
claims, or bens by bonding, payment or otherwise, all Of which are
chargeebfe to Subcontractor together with all legal corns, kid
Conkacior may deduct the amount of Ibose valid dolma, Ilene
and Contr'actor's legal coats (ram payments made to'
Subcontractor:
22.3 Subcontractor shall, If requested, provide eatiafactory
evidence to Conitec(or that all of Ire empbyaes and Lower Tier
Subcontractors pave been paid in full for services performed.
23.0 INTELLECTUAL PROPERTY PRgTECTIQN
(Sea Subconlrect Exhibit K)
240 CONFIDENTIALITY
(See Subcontract Exhibit K)
26.0 APPLICABLE LAW
25,1 Subconkacigr, all Lower Tier Subcontractors, and all
Work provided hereunder shall comply with all laws, treaties,
ordinanc:a, Judonwnts, decrees, Injunctions, writs and oldgrs of
any 'count or governmediel agency or authority. and rules,
regulation s, codes, orders, Interpretallons of any federal, slate,
county,, munlelpal, regional, environmental be ether govatlt'merltal
body, instrumentality, agency, authorfry, court or Other body
having Iuilsdicrlon over the Project or liily activity conducted at or
In connection With the Project ('Applicable Lave).
25.2 Subcontractor obeli fddeiMnify, defend, and hold harmless
Owner, Contractor. and their respective directors. officers,
employees. parents and subsidiaries of any tier, reprelentativec,
agents, sutcasters and assigns, and any and all
representatives. agents, directors, officers, employees of any or
the foregoing, (the "Indemniiled Parties), against and front any
General Conditions for Subcontract No. SC•CFLSGC•01
Page 6
00 230
and all losses, costs. damages, injuries, liabilities, claims,
demands, penalties, interest and causes of action. Including
Without limitation adminisuallve and legal costs, reeeonabla
attorneys fees (collectively,'IDarneges'), arising from or based on
any actual or deserted violation of Applicable Law by
Subcontractor or any of Its Lower Tier Subcontractors or vendors,
subject to applicable Law.
26.3 Subcontractor shall not under any ckcurpstance apply to or
enter into negotiations with h any governmental authority or agency
for acceptance of variations frovn qr rtnilOphe lb Safely or health, or
air, water or noise pollution, laws or regulations relating to the
Subcontract or the perfoitnarce thereof, without Conlraddr'* pildr
written approval.
26,d Subcontractor shell not lake and is not authorized to take
any ,'actlon In the name of or otherwise on behalf of Contractor or
Owner would violate applicable law. If Subcontractor or ha
Lower Tier Subcontractor perform any part of Work conlrary•to
applicable law, any additional costs resulting therefrom shall he
the sole responsibility Of Sl,baontractor. Notwithstanding
anything In the Subcontraot to the contrary, no provision shill be
Interpreted or appiled so as to fequire Owner, Contractor or
Subcontractor (d do, or refrain from doing, anything which would
constitute a vlolatloji of, or restnit in a loss or economic benefit
under, United States anti boycott and other export laws and
regulations.
25.5 Subcontractor shall prormplly notify Contractor Wpon
discovery of any (allure of Subcontractor or itt: Lower 'Tier
Subconlr@e(ots to comply with any of the requirements of this
section 26.0,
25.6 If there Is a conflict between any provision of the
Subcontract and applicable law, the letter ahell prevail: but, In
aUph, *rant the provisions of the Subcontract affected shall be
curlalled and limited only to the extent necessary to conform with
applicable law.
28,0 FACILITY SITE
26.1 Odor to moving any equipment Or p''eraonnel to the Facility
Site. Subcontractor and its empfoyeps, vendors, Lower Tier
Subconlractore, and all others pemtrlled by Subcontractor to
enter the Facility Site sites, shall review and become familiar With.
Facility Site program; rules''end pra Subcontractor and
Its Lower Tier Subcontractors shell (ally and strictly comply with
same, and travel to, and froln the Facility Site and Within the
Facility Site via routes prescribed by Contractor and not 10
deviate there frdm.
26.2 Any lernpofary tohsinicllon buildings and sanitery
facilities provided by SubcOil(raclor shall conform to Facility Site
and permit requirements.
2 Subcontractor shell perform aite dean-up regularly
(Including on a daily basis If necessary or directed by Contractor)
In order (o keep that area of the Facility Site on which it performs
any work hereunder dean and free from accumulation of
petroleum, waste materials (Including, without fimilallon, any
Wilke Hazardous Malpriels that WOO brojlght to or dtslurlied or
released upon or near the Facility Si by Subcontractor or is
LoWer Tier Sutrgntraclors of Were created or disturbed or
released as a result of, or In connection wnh, the performance by
Subcontractor Or any, of its LoWer Tier Subcontractors of the
Work), rubbish end'uther debris resulting from the performance
of the Work.
28.4 Sutieoptractor shall not permit visitors, Cameras, or
picture or video taking on the Facility Site without the prior,
y,,ritten eppfoval of lontradtor.
Form 407 =12 (MM) 9-1-05
Mar, 3I ()J()_ 11:34FM Crain Caton and Ja_agi
26.5 subcontractor shall repair or replace, at Ito expense, any
Work or property which it or any of its Lower Tier Subcontractors
damages.
26.6 Subcorilractor theft agndud inspection's io detenthine if
those areas of fns Facility Site used by Subcontractor and any of
its Lowe` Tier SubeCntractots to perform the Work are safe for
the performance thereof end Subcontractor accepts the sole,
non delegable responsibility for providing a safe place to work'for
lie employees end the employees of its Lower 1`ler
Subcontractors and for the adequacy of and required use of all
safety equipment.
26.7 Subcontractor shell exercise all reasonable diligence to
conduct its operations In a fhonhe that lilrht prevent pollution and
Subcontractor shall comply With all applicable laws, ordinances,
rule's, reguleii i rind Subtdntra'ct provisions regarding pollution
the removal of wrecks. No trash, waste oil, fuel or other
pollutants or any object or piece of equipment shall, be
discharged, disposed of or dumped or allowed to escape fmm
Subcontractor's equipment. Subcontractor shalt take reasonable
nisasures to'. Instruct Its" personnel end its L,ewer Tier
Subcontractors In such matters.
27.0 PERMITS AND LICENSES
27.1 Unless obtained by OK!npr or C S ubcontractor
shell obtain and pay ler any permits, licenses, or r which
m be required for the, pq(fpfmanoe of the Work, and shall
furnish evidence thereof lo Contractor. Furthermore, whenever
repods to municipal' authorilles are required from Owner or
Contractor under penalty to report, or to report within a apeclflo
line,. Subcontractor shah be held ttable.for any costs or penalties
to which Owner or Contractor May be subjected as a result of
Subcontractors failure to give proper evidence of a license or
Permit vilthln any lime limit tspetifi d.
28.0 TAXES
28.1 Subcontractor agrees to pay (or cause to be paid) when
due, and that the 8ubeonirrrct Price Is.lndualve of, aft texas, fees
and contributions on 'or measured by the Imams, gross receipts
or easels of Subcontractor or any or its Lower Tier
Subcontractors and all taxes, lass and contributions on or
measured by employees or other labor costa of Svbcagtraclo 9r
any of Its Lower'Tier Subcontractors, including without iintitalioh
all payroll or employment compensation tax, social security lax,or
similar taxes for $ubcontreclot'e or any of Ile t.OWei `Tier
Subcontractor's employees. Subcontractor further agrees to pay
and that the Sgbconhaet Prtoe Is inclusive of ;dr sales and 'Gee
taxes, and all Import. export and other customs dudes, 'stamp
duties, charges, levies and fees .Nrlposed, or incurred in
connection With the shipping and delivery of any equipment,
melajpials, supplies or other Hems lequlred for the Work to the
Fedlihy Site. In the event that contractor should' pay or be
required to pay any, of the foregoing horns or any portion thereof,
Subcontractor shall fartnbuise Coidra'ctor therefor In full within
five (6) days, of receipt of'written demand from Contractor for any
Mich retnibitraeritant.
28.2 Subcontrpctor shall make reasonable efforts to minimize
taxes and Other governmental fees and charges arIsiog with
respect to the Work, Including, but not Noted to, Cooperating and
reasonably assisting Contractor angler Owner in supporting
claims for exemption, as well as for Credits, on purchases of
equipment, materials, goods and seances.
28.3 Subcontrador shell supply to Corttrsctor, in the (Cu 1 and
within. time Willis specified by a written notice from Contractor to
SulbcoriIrectof,'the Tufprrnatlpn necessary to enable Contractor or
Owner to comply With any lawful request for such Information
from any goverrinfehlal authority having responsibility for
General Condtiohs for Subcontract No. SC- CFZSCC -01
Page 9 of 13
assessment or collection of taxes or other govarnmental fees
and Charges.
26.4 Contractor may withhold taxes from payments to
Stiacunirector as required by law. Upon payment thp ainounl
withheld to the appropriate government entity or agency such
amount withheld shaft be deefnedpayrneni to $ubtiontrs tot and
Contractor shall hove no Anther obligation to pay such amount to
Subcontractor. Production,. of a receipt or other evidence of
withholding shall be eonclushra proof between the parties of such
withholding. Upon written request from Subcontractor,
Contractor shall provide a wllhholdlnq lax (eoelpl, ,Orr' 6thor
evidence of withholding and ,payment (as required by the
applicable lax jurisdiction) to Subcogtraetor, 81/00ctdractor shall
be liable for and shall indemnify Contractor and Owner for any
incremental withholding taxes imposed by On appropriate
government entity o'r agency an payments to Subcontractor in
excess of amounts Initially withheld by Contractor pursuant to
(his paragraph.
28.5 Subcontractor and its Lower Tier Subcontractors. shall
fulfil any withholding and tax retention obligations Opined by
law',
29.0 GENERAL INDEMNITY
(See Subcontract t hibit K.)
No. 10-,; 46
30.0 ASSIGNMENT
30.1 Subcontractor agrees that Oahe!, have no right, power or
authority to assign or delegate any of its rights or obligations under
the Subcontrail.'either voluntarily' or hkvotuniarly, or by operation
of law, without prior written ooaseht of Contractor and that any
such unauthorized assignment or delegation shall be null and Vold
and of no effect,
91.0 NO WAIVER OF BREACH
31.1 Any (allure by Contractor at any time, or from lime to time,
to enforce' r require the 'strict compliance with and performance
by Subcontractor of any of the terms or conditions of the
6ubcan(racl'shaft not Constitute a waiver by Contractor or a
breach of any such terms or pondhlona or any other breaches, or
the light of tits t ohtractor to avail Itself of the remedies It may
have far any such breach.
32.0 PUBLICITY
32.1 Subcontractor shalt not disclose the nature of Its work or
the Project or engage in any other publicity or public media
dt8cjosures with reaped to the Project without the prior wrlllen
consent of the Contractor.
33.0 SEVERABILITYAND SURVIVAL
33.1 The provisions of .the Subcontract are severable, and, If
any provision Shell be irelerminod to be Illegal or unenforceable,
such datm minarlon shall in no manner affect any other provision
or the Subcontract, and the remainder of the Subcontract'half
remain in full force and effect. In the event that any provision of
the gubcpnlract Is held to be unenforceable or invalid by any court o competent jurisdiction. Contractor and Subcontractor
shalt In good faith negotiate an equitable adjustment to the
provisions of the Subcontract to preserve ita purpose and
maintain the allocation of OK, Iteb(filles and obligations originally
agreed upon, to the maxirj UM aiding Thad poasibie under
Applicable Law.
33.2 NotWllthotagding anything to Ina contrary In the
Subcontract, the provisions of the Subcontract selling forth (i)
Subconkaclor'a oblgations with respect to conlldentiality,
Form 407 -12 (MM) 8 -1 -05
mar, JI, LV IV Itiefrivi
Grain Caton and James
indemnlncetion, and warranty; (a) rtmltaiions on Contrador's
Iteblety; and Oil) tiny obligation whl� expresety ar by Implication
survives termination of the Subcontract, shall survive completion
of ilia Wed; Or 1hti earlier tenelnetloit under Article 15.0 or Article
16.0,
34.0 SUCCESSORS AND ASSIGNS
34 -1 The Subcontract shall be binding upon and Inure to the
benefit of the Partiet' respective heirs, successors, executors,
edrrtinistraters and authorized assigns.
33.0 HAZARDOUS MATERIALS
35,1 Subcontractor shall notify Contractor immediately upon
the discovery or the presence of any Hazardous Materiel on, or
the release of Hazardous Material on,gr from, .the Faclhly Silo,
and shall proceed in accordance with Articie'36.2 hereof in
connade in therewith.
35.2 In the event a Hazardous Materiel is discovered to exist at
the Facility Site and Is one for which Subcontractor Is responsible
purseeet to Article 36.3 hereof, Subcontractor shall notify
Contractor of lire presence thereof and be responsible for
00 0010 to and handling such Hazardous Material (including
but not limited to the condition resulting from the presence
there61) in compliance with the requirements of all Applicable
Laws and as directed by Contractor in the event s Hazardous
Material rs discovered to exist at the Facility Me and is not one
for which Subcontractor is responsible pursuant to Article 36,3
hereof, Subcontractor shall immediately notify ¢ontrac(or of the
presence thereof and thereafter proceed with the performance of
the Work as directed by Contractor or olhenvlse
35.3 Subcontractor fs responsible for any Hazardous Material
that Subcontractor or any of Its Lower Tier Subcontractors
creates, brings to or disturb3 of feleepps upon of pear the Facility
Site.
35.4 Subcontractor ahalffndatnniy, defend and hob herirdries
the Indemnified Parties agaTtiat and from all Damages caused or
contributed to by any liazprdorie Meterier 'for Which
Subcontractor Is responStblo pursuant to Adlcle 35.3 hereof,
subject to ApplIcab►a Law.
35.6 Subcontractor agrees to comply with Federal OSHA.
Hezard CotnmunJcat(9n Slar)dgrds 29 CPR 1826.5E end 20 CFR
1910.1200 which require, that manufacturers, importers and
dieldliutore properly label rIJ contalnenr of hazardous materiels or
diripohenti rind furnish a Material Safely Data Sheet rMSDS') for
each hazardous material supplied. One (1) copy of the related
MSDS
MO be priivided, With each shipment of any hazardous
material. Fallurc to provide the MSDS or proper labeling on the
Onteeeer(e) Is a violation of Federal regulations and may reau►t in
the nn►ectloll of the shipment Subcontractor shall be responsible
for all ehlpeing charges related thereto. Revised. MSDSS must be
submitted to Contractor when there Is a change In composition or
when significant new Infomealtan concerning hazards or ways to
protect against hezerde becomes known.
35,6 Nothing furnished by Subcontractor In the performanca Of
the Work for incoipciralkie into the Faparty Shall contain asbestos
(i.e. elhai bo 'asbestos free!. Subcontractor shell execute and
s,ubrna a certificate of donfgrniartee with this Section 36.6 In the
form ftimishedby Conlreclor.
36,0 CONTRACTOR INFORMATION
38:1 No Information, Including but net limited to. estimated
quantities, bias of materials, lists, weights or tiuentilies of
materials or structures which have been or may be furnished to
Subcontractor under the Subcontract are w,arraltdd or
guaranteed as to accuracy, completeness or otherwise. They
may or may not be accurate lit any or all particuiarS. and they
No. 1059 P. 47
000232
shell not be considered as dna, Sy correct sufficiently complete or
accurately eoveiirtg any portloh or all 'of the Work to be done
under the Subcontract.
3.6 2. Although the acival,einourll of Work completed under unit
prick items, if tiny, rhey'dlffer from estimated quantities. the basis
of payment for sufh Work shall be the actual `amount of Work
completed in each case, unless otherwise' agreed In Wrltlng.
Subcontractor agrees that it will melte no claim for toe of
anticipated proles or for shy other,damage's because no work is
ordered under certain lama or because of the quantities of Wore
actually uohipte(ed Are leas than any estimates of quantity that
have been Olney be furnished to Subcontractor.
37.0 CONTRACTOR FURNISHED MATERIALS
37.1 All equipment, material, spppligs or other Items furnished
by Contractor, If any as part of the Work shall be unloaded and
received by Subcontractor In the P.reeence of Corttraetor's
authorized representative and quantifies thereof shall be
checked by Subcontractor. The delivery and acceptance of all
such items irhatJj ¢0 'ter orded in Willing, end SubContraclor shah
evidence receipt end acceptance of such Items by signing forme
sppsfai:tory lo Qd
37.2 Subcontractor ahalt carefully note any visible shortage or
damage to Contractor furnished items prior to Subcontractor's
acceptance of delivery thereof and shall' assume full
reaponajblety for, any loss or damage of such items thereafter.
Subcontractor shall promptly notify Contractor II any Items
supplied to Subcontractor are surplus and, Wihout,eddlllonal
bomp'ensatfon, shell cooperate in the disposition Of such surplus.
38.0 LABOR AGREEMENTS/POLICIES
38:1 Subcontractor and each of Its Lower Tier Subcontractors
shall at all limes during the perforetanc_e. Of the Work, abide by
and be signatories to any project labor agreernenl(s) apfllicable
to the Project and Subcontractor shall provide, evidence that 0 and each of its Lower Tier Subcontracttors are:8ignatoriee to such
agreement(e) prior to performing any Work at the Facility line,
38,2 subcontractor shalt notify Contractor as promptly as
possible of any actual or potential labor dispute Which may affect
the Work. If any etich labor condittone'threetens the timely
completion of any portion of Ina Subceptrad, or if Subcontractor
falls lo' give gsGsfaclo'ry' as "su of its *bey to complete the
Work even in the event of such work stoppage, or falls to employ
labor that IS it) lift only with and compatible with other labor
employed on the Project,, or faits to continue to perform the Work
without lnt&Nuplbp, or delay durfpg a Stroke, picket, walkout, Or
other work stoppage or slowdown caused by a labor dispute,
Cu, rector may Iennlnete the Subcontract for cause and proceed
In accordance with AtIcle 16.0 hereof.
38.3 Subcontractor shall comply with all drug, alcohol and
safety programs of Contracldr_
39,0 FORCE MAJEURE
39.1 No delay or failure In performance by either Party shall
constitute default' hereunder di OA rise to anti claim for
damages 1( and to the extent, such delay or failure is caused by
farce majeure. Uplties Shah force majeure substantially
frustrates performance of Subcontract, force majeure shall not
operate to exOtrie. but only to delay, performance.
39.2 Force majeure is an occurrence beyond, the control and
without the fault or negligence of the Party effected and'Whlch
said Party is unable to prevent or provide against by the exercise
of reasonable diligence including, but not limited to: ed8 of pod
or the public enemy; expropriation or confiscation of fa
changes In applicable law, war, rebellion, chill disturbances,
General Conditions for Subcontract No. SC- OZSCi-01 Form 407 -12 (MM) 9 -1.06
Page 10 of 13
iwar. iI. ZUIU IZ.jhi'NI
Crain Caton and James
sabotage or riots; Aoods; unusually severe Weather that could not
reasoneb1y have been anticipated; tires, explosjohs or other
cateftrophas; striae or any Niter concerted acre of wo or
other similar occurrences,
391 The following are specifically excluded as force majeure
unless they are caused by force majeure or the type set forth
In 99.2 above, and (il) an acceptable alternate source of
servi0es. equipment or materials is uhavauable.
(a) late performance by a Lower Tier Subeontract?r caused
by a shortage gl siipervlsors o'r labor, Ifefficlendes or
similar occurrences. and /or
(b) late delivery of equipment or materials caused by
congestion at p manufacturer's plant or el;awhere, an
oversold condition of the market, Inefficlendes or similar
accurrencgl'•
39,4 Any delay in or failure of percennimge by aRtter !arty
hereunder shall be excused If end to the extent caused by a
'Force Majeure Event'. Force Majeure Events are defined as
lira, exploglon, eat of God, act of the public ehpmy, and change
In law, provided that such event is beyond the control of and
wllh901 feu) on the pert of the Subcontractor and the effects of
which could not be prevented or avoided by the exercise of due
care or foresight.
39.5 In the event Subcontractor; by reason of a Force Majeure
Event, Is rendered unable to perform any of its obligations of
comply with any conditions under the Subcontract, Subcontractor
shall give %alum notice to Contractor no later than three (3) days
after the occurrence of such Force Majeure Event, with a
description of the particulars of the Force Majeure Event including
the estimated duration of said Force Majeure Event or the efegt
thereof and the probable impact an Subcontractor's performance
under the Subcontract. The effects of said Force Majeuro Event
shall, so ref as possible, be remedied by Subcontractor with all
reasonable dispatch, and Subcontractor shell use its best efforts to
efirhtnate and Mitigate the consequence:I Owed The time for
Subcontractors performance may be Wdendad for a, pedoq. equal
to the tone such performance Ie'deleyed by said Force reateure
Brent, but such told shall be conditioned. upon Su6.00ntractoes
Initial end continued Satisfaction Of the notice, reporting, ieniedy
earl mitigation, and other requirements of ibis Article .39,2 In
relgllan to said Fcroe M.ajeure ent, POW ctrcrJms(a'ncee
shalt Subcontractor Dp entitled t Ev o any additional compensation or
dsiirages, of any kind er character by virtue Of a Foipe Majeure
Event Any claim by, Subcontractor for an Winston of lime
arising gut of soy aUetied,l"orce Majeure Event shall be made to
Contractor in accordance With Article h.d.
40.0 DISPUTES
40.1 in the event a dispute arises between the Parties
regarding the application or Interpretation of any provision of the
Subcontract, the aggrieved Party shall give notice in writing to
the other Party and the Parties shall negotiate In good faith and
attempt to resolve such dispute. If the Parties fail to resolve the
dispute wiWn thirty (30) days after delivery of such notice, each
Party shall have the right to pursue any and all remedies
available to R hereunder or available to ii of law or In equity,
Notwithstanding the existence of a dispute between the' Parties
and rpgerdfese of whether such dispels Is the subject of dispute
resolution pursuant to this Article 40.0, 8tibtionlractor shad not
be entitled to suspend or otherwise delay its performance of the
Work.
40.2 Notwithstanding any other provision of this Adide 40.0, In
the event; a) Owner and Contactor become involved in any
arbitration, mediation, litigation or other proceedings, and b)
Contractor determines that It would be appropriate that disputes
General Conditions for Subcontract No. SC- CFZ -SCC -01
Page 11 of 13
No, 1ORQ p 48
.00 i233
under this Subcontract be resolved In such dispute proceeding
due to ;Ina dxretence of common issues of fact or I.ayv,
Subcontractor shall consent to joinder to, and a Consolidated
resolution of Issues in, that proceeding. Subcontractor hereby
consents to such joinder and Irrevocably waives any objection
which It may now. or hereafter have to the bringing pt any such
action or proceeding In such JurisdictIon, Including any objection
to the laying of venue based on the grounda of forum. non
corivanlens and any objection based on the grounds of lack of in
persoriam jurlsdiollof.
40.3 In the even( Subcontractor sgbmits or Pursues a poorly
substantiated or frivolous change order or claim against
Contractor or Owner ,or their respective other cont
Contractor shall be entitled to beads- charge Subcontractor for all
cost and expense (Including bet not limited to attorneys fees)
incurred by CQi1(rector llfdlbr Owner because of such change
order or cldise. jtlhe event Subcontractor should submits and /or
litireites ally t'uch change order or claim against Contractor,
Subcontractor ihell pay to Contractor any and all costs and
eripenses(including but not kited to attorneys fees).incujred tp
ieVesligatng and/or defending against and/or resolving such
claim or change order, within ten (10) days, elter Contractor*
eubmieston of Its invoice (which may be interim or local) hi
Subcontractor therefor,
41.0 NO THIRD PARTY OR OTHER CLAIMS
41.1 Subcontractor agrees that pgthing In tiny agreement
between Owner and Contractor creeks 'any lights In,favor of
Subcontractor one $ub actpr covepanty'not to'sueI Owner or
Contractor es a Ihird•party.bbhafidary of any such agreement.
414 Subcontractor agrees that any claims i( may have for
additional compensation or economic loss of any kind or
character arising out of lls performance. of.the Worl or otherwise
in connection with the Subcontract shall be made solely as
provided Win MIII.e 9,0, Subcontractor covenants not to assert
any' such olpfrn against Oviher Or Owner's or Contractor's
respective other'pontractors. Subcontractor covenants not to sue
crier, Cgrilreut(or of Owner's or Contractors 'respective other
contractors on any such claim, whether based upon delay,
contract, kiri;negligence, w6rrenty, didemnity, strict Heath error
or omission or otherwise, and agrees that it shall assign any
such 'claim Ii may have in (hat regard to Contractor if and when
requested by Contractor in Connection with any adjustment
pursuant to Article 9.0 hereof.
42,0 DAMAGES
42.1 In no event shall Owner, Contractor, or any of their
respective parents, affiliates, subsidiaries, repreeen(a,ttverr or airy
directors, officers, or employees of any of the fOregbing be liable
to Subcontractor or any of its Lower Tier Subcontractors,
whether based on delay. Contract, tort, negligence, 'warranty,
indemnity, strict liability, error or omission or otherwise, for any
consequential, specirsl, incfden(el,.indirect, a templar multiple or
punitive damages or damages arising from or in connection with
loos of Use or less of revenue br profit, actual or anticipated or
.otherwise, and Subcontractor hereby releases Owner, Contractor
and each of iheir respective parents, affiliates, subsidiaries,
representative's or any directors, olftcere and employees from
any Such liability,
43.0 GOVERNING LAW AND VENUE
43.1 This Subcpniracl, unless it expressly prPyides to the
contrary In the documenl.onthled `Subcontract Order", shall be
governed by and construed in pccerdence With the ►awe of the
Slate of Net Pont, orictudng av proVis(oiis or principles thereof
which would require 'the application of the laws of a different
jurisdiction. Any iitiigation initialed by aid between the Parties
Form 407 -12 (MM) 9.1.05
nrai. JI. LVIV IL.J)rIVI
drain (,aton and James
arising out of or relating to this Subcontract shall be concluded in
the federal or stale Court of jurisdIction in the Slate of Colorado,
end 'Contractor and Subcontractor each, a;onsent to the
juifsdi 11op of such coilrl. In she eifent'a'dispute arises between
the Contractor and Owner iii connection y++tlh the Work or
Subcontract, Contracor shall haVe the right to knplead
Subcontractor Info the dispute resolution proceeding and
Subcontractor hereby agrees to any such knpleader.
44.0 ARTICLE H.A0IN08
44.1 The Aitide headings herein nave been inserted for
convenience of reference only and shall not in any manner affect
the oonStniction, anesning qrelfect of anything herein contained
nor govern the rights and iiabl4lies or the Parties.
45,0 COMPLETE AGREEMENT
45.1 The Subcontract constitutes the complete agreement
between the Parties with respect to the subfect matter hereof,
and Supersedes all prior written or oral contracts, agreements,
repieserea lontandfor understandings of any kind of nature That
the Parties [nay have eptersd tole or had prier' to the date hereof
with *pat to the subied Matter haring,
452 Subcontractor shall have accepted these Conditions
provided Subcontractor leas received these Conditions, and
either e) received payment; or bj alerted performance of the
Works.
46.0 13ACKCHAROE; OFFSET
46.1 Contractor may accomplish the required redesign, repair,
rework or replacement of any Work by the moat expeditious
means available, and backcharge .Subcontractor for the costs
end expenses Incurred.
46.2 If Subcontractor requests Contractor to provide the
services of Its personnel or equipment, or provIde permanent,
temporary or consumable materials for Subcontractor's Use,
Contractor will charge Subcontractor for such Items in
accordance with Articles 40.4 and 48.6 below.
46.3 In the event of emergency, Contractor may proceed to
perform any Wart and backcharge Subcontractor for
Contractor's costs and expanses.
4e The cost of such badccharge shall include but not be
limned to:
a. fully burdened labor costs;
b. material Coate including shipping and handing;
subcontractor or subsuppiler costs directly related to
peiforieing the backcharge work;
d. equipment and tool rentals at Contractor customary
rates; and
e. a factor of filly percent (60%) shall be applied to the
total of the foregoing Articles 46.4(a), (b) (c) and (d)
for indirect, overhead and edmrnistretive costs.
46.6 Prior to completion of the Work, backcharge coats will be
treated as a Subcontract Pike adlus(ment. Subcontractor shall
Ray the (pvoloe w(Ihil'i, tea (10) dpys frotrt. fe iP.t, C.bntrector's
tight to ba IS 1n eddiurin to any and Be other rights and
remedies proylded in the. Stibcootr'ect or by law. The
performance of backcharge Work by Contractor shall not refreve
Subcontractor of any of Its responsibilities under the Subcontract.
46.6 independently of its backcharge rights, Contractor
shall at any lime and from time to lime be entitled, but not
required, to offset against any obligation of Contractor to
c
General Conditions for Subcontract No. SC•CFZ•SCC.ot
page 120113
No. 1059 P. 49
Subcontractor, any obligation of Subcontrractor to Contractor, by
gMng Suboonlfaclofwrillen notice thereof.
47.0 PRODUCT INFORMATION
47.1 If any design change at any time ever occurs (or Is
senously contemplated) to any component of the Work to be
supplied Under the Subcontract, Subcontractor shall Immediately
advise Contractor of such design change, and concurrently
provide Contactor With a full Written description of such design
cbenge,.,ttte reasons 'for h. and all known or suspected Impacts.
Impllcallons, consequences, and details thereof, particularly
including but not limited to any matters relating to performance,
configuration, size, weight and durability, If Contractor Is hot
willing to accept such design change, any eomponent,,materiel,
Or other Item of tiny kind ipcorporeling Or affeeled byatich design
change shall be deemed defective and therefore rejected under
the Subcontract end t3ubggnlrectpi entry iratri'edialely cerise such
component, Material of.bther item to be replaced' at ile sole cost
and ersk with a compoqnent. material or item, which does, not
incorporate and is'ribt affeced by bitch deafen change.
47.2 Prior to commencing any Work under the Subcontract,
Suticohfractor shah fumish to Contractor In detail all pertinent
Information concerning the operating history of any producx to be
furnjshed hereunderr, particularly including but not limited burly
deficiencies, problems or customer complaints relating thereto.
Subcontractor shall thereafter promptly keep Contractor dr/fent
with regard to any new developments regarding such operating
history, particularly including but not limited to any deficiehclea,
problems or customer Complaints.
48.0 INDEPENDENT CONTRACTOR
4111 Subcontractor Is an independent, contractor, and neither
Subcontractor nor any Lower Tier Subcontractor, nbr the
employees of any of them, shaU.be deemed to be en employee,
agent, or representallve of the Contractor or the Owner.
Subcontractor shall maintain complete supervision and control
of, and responsibility for, its Lower Tier Saibeantractors.
employees, agents. means, methods, and operations. Neither
Contractor rip► Coveter Shall have sulhUrlty to aupetvise
Subcontractor's employees; representatives or Lower Tler
Subcontractors.
4e.2 Subcontractor shall have no authority to make
statements. represenlations or commitments of any kind or tike
any other acltoh binding on Contractor or Owner. It is expressly
agreed that It is not the purpose or Intention of the Subcontrapt to
create, nor shall the same be construed as creating, any
partnership or joint operation between Contractor and
Sribeentractor.
49.0 SUBCONTRACTOR'S DRAWINGS,
SPECIFICATIONS, AND CALCULATIONS
49.1 Drawings, specifications, and cafcutatiohs submitted by
Subcontractor to the Contractor with a request for review Wray
be reviewed and commented upon by the Contractor. Such
review and comment shall relate el* to general corjformance
with the specification end lo'f cohlltinOdon of physical interface
of items shown with related systems., in no event will such
review, srid Continent iel eVe Subcontractor of the responsiblllly
of compliance with all requirements of the Subcontract.
49.2 Subcontractor shall furnish all Submittals and other
documentation when and as required by the Subccnlrart; All
Materials specifically prepared or developed by S ubcontreotdi or
any of its Lower Tier Subcontractors to perform ,Subcontractor's
obligations under the Subcontract shell become the prope►ly of
Contractor upon payment for 'or termination of Subcontractor's
Work; whether delivered to Contractor Or not, and shall be
delivered to Contractor on written lequesl.
Form 407 -12 (MM) .8.•1.06
ivlar, JI. /UN IL,j111 Crain Caton and lina,L. No 50
59.0 EQUAL OPPORTUNITY
60.1 The Subcontractor agrees That neither It or Its Lower Tier
SubcQti, Etna w�l dl�crlminata against any gynpbyee or
applicant for empldynleril to be employed In Ihd performi nce of
this Subcontract with respect to,flfre, tenure, leans, condelon or
privileges of emploll 10ot, or matters directly or'lridirecty related
to employment because of age, sex, height, walghl. marital
status, race, color, religion, national origin, ancestry, 'disability or
veteran status. Subcontractor also agrees to comply with aU
applicable previsions, of Executive Order 11248 of September 24,
1965, as amended Breach of thie coVenent may be regarded as
a material breach of this Subcontract
END OF GENERAL CONDITIONS
Page la of 13
e0u235
General Conditions for Subcontract No. SC•CFLSCC•01 Form 407 -12 (MM) 9405