Document 4ad4Yo1pgwrkMgDed4JEmqaMG

PLAINTIFF'S EXHIBIT ( Brown RootInc. DLS/lcm SUBCONTRACT Job Number 27-4060 -------------------- -- ----- ETHYL CORPORATION Subcontract No. 27-4060-5041 MISCELLANEOUS CONSTRUCTION WORK PASADENA, TEXAS (Project) FURNISH, DELIVER AND INSTALL INSULATION (Sublet Work) JANUARY 21. 1980 (Effective Date) THIS SUBCONTRACT, by and between BROWN & ROOT. INC., a Texas Corporation, P. O. BOX 3. HOUSTON. TEXAS 77001. "GENERAL CONTRACTOR" and. Construction Services. Inc. Corporation (CofPC'l>on PrOD'ilornip. P*rtnrnipf under laws of______ Texas (State) f address is. P. 0. Box 96407, Houston, Texas 77013 "SUBCONTRACTOR." whose contractor's license number under laws of________________ is IX/h entered mto as o( the EEFECTIVE DATE stated above. (713) 453-5476 N/A WITNESSETH: In conjiOeranon o! the mutual prom,,el herein contained General Contracio' and Subcontractor agree. promise, and obligate rhemieivet m follow* 1 Subcontract o' O'omtm to the Sublet Wow fo the Project in ccocnce with the Contract Document*. 2 General Contracio' Domtei to pay Subcontractor. fo' full, accurate and timely pe'fomancp o* the Sublet Wo'k. n acco'dance he*ewitn. the Puce and o(her payment*. and pom*e* to perlom ai> of the ome obigaiiont o* Genera* Contracto*. at et forth in the Contract Document 3 The Contract Document* constituting thi* Subcontract conjrjt o* a "Subcontract Terrnt" ana exhibits theieto b "SoSXXeiKaXSXiXXKKWfilOiXKiXre.o C. "General Condr.W Fom p.JQ ^79 pages 2 ChrOUgh 5 e "Affidavit for Subcontractor" Form P-7 1-77 e 1 C Papr- I o' 7 0CZ72 c Form FOS&.01 (1.79) Subcontract No. 27'~4Q60-5041 Th, tprego.ng confutes the ent.ee contract, and supe sede all o-.or proposals, negofafons. ao.eements, "rards. letter pi .men, ano w.rtten or oral Jtitements. rep'esentat.ons or agreements. 4 The Elective Dale se. forth above the date as to wh.ch all Contract Documents and provs.ons thereof have rele-ence to. ou.ooses otcl cCuomoredn.n,ia,t..-on,neo.lr mcoen.,ommoenano.nng thaanto dea.tleectC. haTnhceeso-a.clteer-et.hae.esetfteoctt.hvee Scautoe.efw.Wh oo-es daesaoltewsc,-..hoe,dn a.nccdorradwanmcges..s,onecth.le.capt-.oovn.ss.oanndIporthceh-anCgeosn.trAacnt, commenced and any payment made Pursuan, to an Award or Letter ol Intent pr.or to the eaecunon hereof shall be deemed to have been done and pa.d alter the E'tect.ve Date under the terms ol th.s Subcontract. GENERAL CONTRACTOR: BROWN & ROOT, INC. Bv T.tleDate; D. E. Newton, J\ VI rp Prpq-Mpnt - Pmciiranent c j; Project Accoar.I ZiiiZ]-4&cQ''5CA I lli !j +i Ysnior Code Hc.Q3Bk=> 15<4- iir :i' |.r At :{ Price: * 71,300.00 'T.c.Tnarrn^ or, ^ ,------ ----------------------- rii c paoc r o' r 00373 SUBCONTRACT TERMS SUBCONTRACT NO. 27-4060-5041 Page 1 of 4 1. SUBLET WORK 1.1 The Sublet Work, in general, is to provide insulation of equipment and piping in the JF-4 Unit at the Ethyl Corp. Plant in Pasadena, Texas. 1.2 More specifically, the Subcontractor agrees to perform the Sublet Work which consists of furnishing all labor, consumables, materials, tools, scaffolding, construction equipment, supervision, shop draw ings, taxes, insurance and all accounting, management and administ ration, and all other things necessary (except for that described in Subcontract Term No. 3 herein) to perform the Sublet Work described herein for the Project at the above described location. All Sublet Work shall be performed in accordance with and pursuant to the requirements of the Drawings and Specifications described in Subcontract Term No. 2 hereunder, and all other provisions of the Subcontract Documents. 1.3 Subcontractor shall, in any case not covered by the Drawings and Specifications, perform all work described herein in strict accord ance with the directions and requirements of the General Contract or's Project Manager, or his duly authorized representative. 2. DRAWINGS AND SPECIFICATIONS 2.1 The Sublet Work shall be performed in accordance with, and all Bill of Material quantities developed by the Subcontractor shall comply and conform to the requirements of, the Project Drawings and Specifications identified hereunder, all of which are hereby incor porated as part of this Subcontract by reference. 2.1.1 Drawings listed on attached Exhibit "A", pages 1-5, "Drawing Index" for Job No. 34601, Job Title JF-4. 2.1.2 Ethyl Spec. SP-92-1, Hot Insulation (Jan. 79). 2.1.3 Ethyl Spec. SP-92-2, Cold Insulation (Feb. 77). 2.2 Goodtenp 1500 insulating material shall be used whenever possible. 2.3 Flare shells F-201 and F-1C2B shall be completely insulated with 3" thick hot insulation. 2.4 The following equipment shall be insulated: R-205, D-288, E-282, E-276, E-280, D-295, D-296, D-297, D-285, D-2S7, D-289, E-278, E-279, E-281, SF-202, SF-203, P-273, r-276, P-276E, P-277, P-278, VP-260, VF-261, F-201, F-201B 00374 SUBCONTRACT TERMS 2- - S/C No. 27-4060-5041 3. FURNISHED BY GENERAL CONTRACTOR General Contractor shall furnish to Subcontractor the following items: 3.1 Potable water and 110 volt electrical supply for small tools. 3.2 Adequate space (not covered) for storage of equipment and materials. 3.3 Parking for employees (outside the gate). 3.4 Sanitary facilities to be shared with others. 4. TIME OF PERFORMANCE 4.1 Subcontractor shall perform all Sublet Work in accordance with the schedule of the General Contractor's Project Manager or his duly authorized representative. The current construction schedule is shown in Subcontract Term No. 4.2 hereunder: 4.2 Subcontractor shall commence with all activities related to per formance of the Sublet Work as of the effective date of this Sub contract. That portion of the Sublet Work which is to be performed by the Subcontractor at the Jobsite shall commence on or about January 21, 1980 and all aspects of the Sublet Work shall be completed on or before March 1, 1980. 4.3 Subcontractor shall maintain contact with the General Contractor's Project Manager, or his duly authorized representative, for the pur pose coordinating any schedule changes in this Subcontract in accord ance with General Condition No. 4 herein. 5. SUBCONTRACT PRICE General Contractor agrees to pay Subcontractor for complete, satisfactory, and timely performance of the Sublet Work the following Firm Total Lump Sura Price, which includes all applicable sales/use taxes: SEVENTY ONE THOUSAND FIVE HUNDRED DOLLARS AND NO/100 CENTS (Words ) S 71,500.00 (Figures) 6. PAYMENT AND PERFORMANCE BONDS As of the effective date of this Subcontract, there is no requirement to furnish separate 10CS Payment and Performance Bonds. However, at General Contractor's option, this requirement may at any time be reinstated in accordance with the provisions of General Condition 19 herein. 00375 SUBCONTRACT TERMS -3- S/C 37-4060-5041 7. AFFIDAVITS Two copies of the General Contractor's "Affidavit for Subcontractor" (Form P-7) are attached for use in implementing the provisions of General Condition 32. Subcontractor shall execute and return one cony with his final invoice to the address shown in Subcontract Term h'o. 10. 8. PAYMENT The following paragraph modifies General Condition 32: Subcontractor shall be paid in monthly progress payments the value of the Sublet Work satisfactorily performed during the preceding month based upon the firm lump sun price detailed and described in Subcontract Term No. 5 less 102 of such value as retainage until final completion and acceptance of the Sublet Work by General Contractor. Subcontractor shall prepare and submit an invoice for the proposed monthly progress payments and shall submit support ing documents and proof of payment of all bills for labor and materials, as may be requested by General Contractor. Subcontractor's invoice for proposed monthly progress payments with requested supporting documents and proof of payment of all bills will be submitted for approval by General Contractor and when approved, Payment shall be made within thirty days thereafter. Final payment and release of retainage shall be made when the Sublet Work has been satisfactorily completed and accepted and Subcontractor has submitted the affidavit as called for in Term No. 7 above. 9. INVOICES Subcontractor shall submit invoices in accordance with the provisions set forth in General Condition 32 to the following address: Brown & Root, Inc. 209 N. Main Street Pasadena, Texas 77506 Attn: Accts. Payable. 10. INSURANCE CERTIFICATES Subcontractor shall forward its Insurance Certificate stating the names of its Insurance Carrier(s) and certifying that its insurance coverage meets with the requirements of General Condition 21 herein to the following address: Brown & Root, Inc. P. O. Box 3 Houston, Texas 77001 Attn; D. L. (Don) Sevfert (01-115) 00376 SUBCONTRACT TERMS 4 S/C No 27-4060-5041 11. LABOR RELATIONS The Subcontractor represents that its pre-hiring collective bargaining agreements, if any, contain or will contain provisions that, or Subcontractor has entered into or will enter into a project agreement modifying such collective bargaining agreement to provide that, there shall be no strikes, slowdowns, picketing, secondary boycotts, or work stoppages during the performance of the Sublet Work. Subcontractor will further subcontract only to lower-tier Subcontractor having similiar provisions in their collective bargaining agreements, if any. 12. SUBCONTRACTOR'S REPRESENTATIVE Subcontractor shall designate a site representative to the General Contractor. The Subcontractor's Representative or his designated assisant shall be authorized to act in behalf of the Subcontractor; any instru ctions given to the Subcontractor's Representative shall be considered as having been given to the Subcontractor. 13. COMPLIANCE WITH PRESIDENT'S COUNCIL GUIDELINES In accepting this Subcontract the Subcontractor warrants that the Guide lines established by the President's Council on Wage and Price Stability have been adopted voluntarily, and that the prices shown are in compliance therewith. 00377 Ox . Si - ~K V |\>y ii Ps m o i K Vi! O CO 'N rooo 00381 00382 NOTE: This Affidavit is to be ex> ted and returned with final or retainar ivoice. BROWN & ROOT, INC. P.O. Box 3 Houston, Texas 77001 "AFFIDAVIT FOR SUBCONTRACTOR' RE: SUBCONTRACT no -3 7- L!or~n-rf) v/ Name of Subcontractor:. Date of Subcontract:. Name of Owner under General Contract:. WHEREAS, The above-named Subcontractor, heretofore, entered into the above-referenced Subcontract with BROWN & ROOT, INC., as a General Contractor for performance by Subcon tractor of Sublet Work under the above-referenced General Contract; and WHEREAS, Under said Subcontract certain monies are not due and payable unto Subcon tractor until all bills for labor, material and other charges arising in the performance of the Sublet Work have been fully paid by the above Subcontractor; NOWTHEREFORE, For the purpose of inducing BROWN & ROOT, INC., to pay over such monies unto the above Subcontractor, the undersigned affiant does depose, say, affirm and repre sent to BROWN & ROOT, INC., that all bills for labor, material, re-sublet work, equipment rental, taxes, insurance and all other charges arising in the performance of the Sublet Work have been fully paid by or for the above Subcontractor, except as follows: Title: Name: For Subcontractor SUBSCRIBED AND SWORN TO before me this theday of_____________________ 19______________ to certify which witness my hand and seal of office. NOTARY PUBLIC County of. State of__ m 003S3 NOTE: This Affidavit is to be ex ted and returned with final or retaina' 'nvoice. brown & Root, Inc. P.O. Box 3 Houston, Texas 77001 'AFFIDAVIT FOR SUBCONTRACTOR* RE: SUBCONTRACT ND27-t-fO60-^QL! I Name of Subcontractor: Date of Subcontract:. Name of Owner under General Contract:. WHEREAS, The above-named Subcontractor, heretofore, entered into the above-referenced Subcontract with BROWN & ROOT, INC., as a General Contractor for performance by Subcon tractor of Sublet Work under the above-referenced General Contract; and WHEREAS, Under said Subcontract certain monies are not due and payable unto Subcon tractor until all bills for labor, material and other charges arising in the performance of the Sublet Work have been fully paid by the above Subcontractor; NOWTHEREFORE, For the purpose of inducing BROWN & ROOT, INC., to pay over such monies unto the above Subcontractor, the undersigned affiant does depose, say, affirm and repre sent to BROWN & ROOT, INC., that all bills for labor, material, re-sublet work, equipment rental, taxes, insurance and all other charges arising in the performance of the Sublet Work have been fully paid by or for the above Subcontractor, except as follows: Title: Name: For Subcontractor SUBSCRIBED AND SWORN TO before me this the:day of, 19____________________________________ to certify which witness my hand and seal of office. NOTARY PUBLIC County of. State of__ M ffl m B I 00384 GENERAL CONDITIONS Form P-50 1-79 1. INVESTIGATION of site and project CONDITIONS Subcontractor represents that he is familiar with the site and the physical conditions, the availability of labor and materials and all other matters at the site or in the vicinity of the site which affects the Sublet Work. Sub contractor represents that he has examined the subcontract document and familiarized himself with the Project, the laws, rules and regulations relating to the Project: the environmental considerations affecting the Project and the Sublet Work; the participants ir. the Project; and the contractual and regulatory provisions of governmental agencies, the Owner and General Contractor affecting the participants in the Project and the Sublet Work. No allowance will be made to Subcontractor for not having made such examination and review or for requirements which a reasonable examination, inquiry and review would have disclosed. 2. RESPONSIBILITY a. Subcontractor agrees to perform the Sublet Work in accordance with good construction practices and the plans, specifications and other requirements of this Sub contract, and to furnish all supervision, labor, supplies, tools, construction equipment, facilities, storage, perma nent equipment and materials (except as specified herein to be furnished by Owner or General Contractor) and all other things and services necessary or desirable to per form the Sublet Work. b. Subcontractor shall be responsible for the cor rectness of the positions, levels and dimensions of the Sublet Work, notwithstanding the Subcontractor may have been assisted by the General Contractor or any other Con tractor in setting out the same; and if at any time during the performance of the Sublet Work, any error shall ap pear or arise therein, the Subcontractor shall immediately advise the General Contractor's Site Representative and await instructions for removal and replacement or per formance of corrective work, before proceeding with that portion of the Sublet Work. c. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work, or which is customarily done in per forming this type of work for the Owner or General Contractor, shall be performed by the Subcontractor as a part of the Sublet Work. 2. COORDINATION OF THE PROJECT General Contractor is charged with the responsibility of accomplishing the work of the entire Project, or a significant portion thereof, in accordance with drawings, specifications, permits, licenses, rules and regulations, laws and ordinances, and requirements of the Ow-ner. The contract price provisions, and the definition of re quirements of the Sublet Work, as of the effective cate, are coordinated and identified in the Subcontract Terms. General Contractor is charged with the responsibility of coordinating the efforts of all. or a significant portion of, the participants in the Project, including various sub contractors, specialty service contractors, suppliers, and other workmen, anc the direct employees of General Contractor. Subcontractor agrees to perform the Sublet Work as part of the team of participants in the Project in cooperation with all other participants, and subject to all reasonable rules, regulations, and directives of Genera! Contractor (a) for the coordination of the work of all participants, fb for the maintenance of safety, efficiency, security and good order on the project:as a whole. <c' for compliance with the terms hereof, and (d; for the pro tection cf the environment and the rights of the public. 4. SCHEDULING SUBLET WORK Subcontractor agrees to commence the Sublet Work promptly v.-r.er. oirec'.ed oy General Contractor anc to prosecute tne Suc.et Work diligently tc complet.on Sub contractor agrees to provide adequate number and types of: (a) laborers, skilled craftsmen and technicians, super visors, administrators, and managers, (b) construction equipment in good condition, (c) materials, permanent equipment, and supplies, except for items specified to be supplied by General Contractor or Owner, to accomplish the work and maintain the Schedule or restore the Sublet Work to the Schedule. Subcontractor shall provide General Contractor a detailed Schedule for performance of tne Sublet Work and shall revise and update such Schedule from time to time as the work on the Project progresses. The Schedule for the Sublet Work shall be subject to re vision or approval by General Contractor to coordinate the Sublet Work with the over-all rate of progress of General Contractor and other participants in the Project as a whole, and to expedite performance of critical items of work on the schedule. General Contractor will schedule and coordinate the use by Subcontractor and others of jointly used facilities, construction equipment, and space, and Subcontractor shall accomodate its Schedule to such shared use. General Contractor will determine the normal working hours for the Project as a whole, and any special working hours for the Sublet Work on a normal shift or overtime basis will be subject to prior approval of General Contractor. 5. INTEGRATION WITH WORK OF OTHERS Subcontractor shall inform itself regarding the nature, condition and state of progress of work of others which affects or connects with the Sublet Work. Before connect ing Sublet Work to work of others, Subcontractor shall ascertain that such work of others is ready, properly aligned, and in suitable condition for such connection and integration with the Sublet Work, and shall report any discrepancies to General Contractor for adjustment prior to proceeding. Subcontractor is not charged with notice of latent defects in the work of others of which he has no actual knowledge. 6. .ALLOCATION OF FACILITIES General Contractor will designate for use by Sub contractor, entrances, parking areas, storage areas, office and work areas, and such facilities and construction equip ment as General Contractor is to provide. General Contractor will allocate, and schedule the use of, such common facilities and utilities as are provided by General Contractor for use of Subcontractor and other participants in the Project. Temporary interruption of services, utilities and use of facilities are anticipated and shall not justify a claim for additional compensation. 7. INSPECTION AND QUALITY CONTROL The Sublet Work shall be performed to the specified standards of workmanship and strictly in accordance with drawings, specifications, procedures, and other require ments of this Subcontract. General Contractor shall have the right to inspect the Sublet Work and Subcontractor's equipment, tools, records and facilities at all times. No work shall be covered until inspected and released in -- accordance with established inspection procedures, and any work improperly covered shall be uncovered and gxposed by Subcontractor for inspection on request. In spection and approval shall not relieve Subcontractor of the obligation to complete the entire Sublet Work in strict compliance with tne requirements of this Subcontract. Any defective Sublet Work shall be discontinued, removed and replaced or corrected in accordance with specifications and directions of Genera! Contractor. Subcontractor shall furnish for the Sublet Work all Quality Assurance and Quality Control documentation, as required by General Contractor for the Project as a whole or for the specific part thereof affected by tne Sublet Work. 8. SAFETY. CLEANLINESS AND SANITATION Subcontractor snail ccrr.oiy with all applicable laws, rules anc regulations re.atmg to safety. Suocor.tractor GC-i 00385 Form P-50 1-79 justment. If the cost plus fee method is directed by General Contractor the adjustment will be based on the direct cost of the change in the work using the formula established in the Subcontract Terms or by other agree ment. In the absence of agreement, Subcontractor shall be paid all actual, direct additional cost incurred, without allocation of home office general and administrative ex pense, plus 109c of such costs, and Subcontractor shall maintain and furnish General Contractor accurate and detailed records daily segregating the cost of the change in the Sublet Work. Ir. case of deletion or reduction of the Sublet Work by such change. Subcontractor shall not be entitled to anticipated contribution to home office overhead and profit from any portion of the Sublet Work not performed. 13. WORKMEN AND EMPLOYMENT PRACTICES Subcontractor shall provide competent and adequately trained and skilled personnel. Subcontractor shall, on request, remove from the Project any person found by General Contractor to be incompetent, unsafe, disorderly, unreliable, or unwilling to comply with regulations. Sub contractor shall provide badges, color codes, or other symbols or identification for its employees, tools and equipment, in accordance with the system specified by General Contractor. Subcontractor shall cooperate in security measures for the prevention of theft, pilferage, and waste. Subcontractor shall not discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, age, or for any reason prohibited by law. Subcontractor agrees to par ticipate and cooperate in the implementation of any Affirmative Action Plan for equal employment opportunity adopted for the Project as a whole. To the extent appli cable to the Sublet Work on this Project, Subcontractor shall comply with Executive Order 11246, or any amend ment, replacement or counterpart thereof, and the parties mutually represent that they are familiar with such provisions and agree that a full copy thereof may be incorporated herein by either party by attachment at any time. 14. LABOR RELATIONS Subcontractor shall comply with the National Labor Relations Act. any applicable Right to Work law, and any other applicable law related to labor relations. Sub contractor shall give General Contractor notice and full information regarding any existing or impending labor dispute affecting the Sublet Work or any part of the work on the Project a`s a whole. Subcontractor shall cooperate in any effort by General Contractor to mediate or other wise attempt to resolve work stoppages, slowdowns, boycotts, disturbances, strikes, picketing or labor disputes affecting any participant in the Project or affecting any part of the Project as a whole, but Subcontractor shall have exclusive control and responsibility for its own labor relations. No such condition shall excuse Subcontractor from the obligation to diligently prosecute the work, unless, in the opinion of General Contractor, or if so de termined by the chief local law enforcement officer, there is ciear and substantial danger of bodily harm or property damage to Subcontractor's employees if they should under take to enter the project site and perform their work. If Subcontractor has pre-hiring collective bargaining agreements. Subcontractor represents that they contain or have been modified to contain provisions prohibiting any strike, slow down, picketing, secondary boycotts or work stoppage during performance of the Sublet Work, anc that the acceptance of the Sublet Work from General Contractor or. this project does not violate such agreement. 15. LIENS To the extent permitted by law. Subcontractor, for itself and all of its lower tier subcontractors and all laborers, mecr.amcs and materialmen hereby waive and agree not to claim any i,er, against the Sublet Work, but shall rely solely upon the general credit of General Con tractor Suocor.tractor shall pay or cause to be paid when due. all Dills for laocr materia:', equipment or services connected with the Sublet Work, and shall not itself assert any lien or permit any lien to be asserted or maintained against the Project or any funds or land involved in the Project. General Contractor may pay directly any such valid obligation of Subcontractor, and Subcontractor shall indemnify General Contractor against any such obligation. 16. TITLE TO AND RESPONSIBILITY FOR SUBLET WORK AND MATERIALS The Sublet Work in progress and all of the Owner and General Contractor-furnished items and all of Sub contractor-furnished material, equipment, plant, facilities, fabricated items, supplies, drawings, data, and contract rights intended for the Sublet Work shall be the property of General Contractor from the earliest moment of identi fication to the Sublet Work, subject to General Contrac tor's obligation to pay the price in accordance with the Subcontract. Notwithstanding General Contractor's or Owner's title thereto, Subcontractor shall be responsible for the care, custody, control and safekeeping and pre servation of all Owner-furnished, General Contractorfurnished, or Subcontractor-furnished labor, materials, plant equipment, supplies and other things to promptly repair or replace any such which is damaged or lost, and to complete the Sublet Work and to deliver the Sublet Work complete and in accordance with all provisions and requirements hereof at the time specified. Except as other wise provided in the Subcontract Terms or the Special Conditions, Subcontractor shall bear, without right of re imbursement. the full risk of loss or damage to the Sublet Work and all materials, equipment and other things. 17. SUBCONTRACTING OR ASSIGNMENT Subcontractor shall not assign this subcontract or any funds due hereunder. Subcontractor shall not subcontract any portion of the Sublet Work without the prior written approval by General Contractor of the lower tier subcon tractor and of the form, terms and conditions of the lower tier subcontract. No assignment or subcontracting, even with General Contractor's approval, shall relieve Subcon tractor of any obligations hereunder, or create any contractual relationship between such sub-subcontractor and General Contractor or Owner. Any lower tier sub contractor shall assume unto General Contractor all of the obligations of Subcontractor as they relate to such portion of the Sublet Work. 18. RECORDS AND ACCOUNTS Subcontractor shall maintain good accounting and personnel records reflecting performance of the Sublet Work and shall preserve such records for a period of two years after completion and acceptance of the Project as a whole. General Contractor shall have the right to in spect and audit such part of the records as relate to cost reimbursement or performance of labor related provisions. Copies of documents and records supporting requests for payment or compliance with labor related provisions shall be furnished General Contractor with such request or at such other times as General Contractor directs. 19. BONDS If instructed by General Contractor in writing. Sub contractor shall provide a Performance Bond and a Pay ment Bond in form and with corporate surety satisfactory to General Contractor, at any time required by Genera! Contractor, whether before commencement of the Sublet Work or at any time prior to completion and acceptance of the Sublet Work. General Contractor will separately reimburse Subcontractor the premium cost thereof set forth in the Subcontract Terms unless otherwise expressly provided. General Contractor may terminate this Subcon tract for default or exercise the rights provided in Paragraph 10 of these General Conditions if Subcontractor should fail to provide such bond when requested. 20. INDEMNITY' Suocontractor heresy indemnifies and holds harmless General Contractor and Owner from any loss, cost, damage GC-3 00386 29. INDEPENDENT CONTRACTOR Subcontractor shall perform the Sublet Work as an independent contractor with exclusive control of the manner and means of performing the Sublet Work in accordance with the requirements o1 the Contract, unless an agency or other relationship is specified in the Sub contract Terms. Subcontractor has no authority to act or make any agreements or representation on behalf of Gen eral Contractor or Owner, and no contractual relationship exists between Subcontractor and Owner. No employee or agent engaged by Subcontractor shall be, or shall be deemed to be, an employee or agent of General Contractor or Owner. In the event General Contractor should, at the request of Subcontractor, furnish workmen to Subcontrac tor for any purpose to work under the direction and supervision of Subcontractor, such employees of General Contractor shall be deemed to be the borrowed servants of Subcontractor and Subcontractor shall be responsible for their actions while so engaged. 30. LAWS This Subcontract is entered into in Houston, Texas, and shall be construed and governed by the laws of the State of Texas. Subcontractor shall comply with all laws, statutes, ordinances, rules and regulations of any govern mental entity, having jurisdiction, and Subcontractor shall indemnify and hold harmless the Owner and General Contractor from any fines, penalties, costs or liability arising from Subcontractor's lailure to comply therewith. 31. DISPUTES All questions arising under this Subcontract shall be resolved in the first instance by General Contractor's project manager. No claim for additional compensation or extension of time shall be considered unless presented to General Contractor's project manager in writing within ten (10) days after the occurrence giving rise to the dis pute. Any claim not satisfactorily resolved by General Contractor's project manager in the first instance, and which is presented in writing within the time provided, may be appealed by notice in writing to the project man ager within ten (10) days after the project manager's initial decision, (a) to the engineer for the Project if the issue is interpretation of the drawings or specifications, or compliance of the Sublet Work therewith, in which event the engineer's decision shall be final, (b) to an Executive Officer of General Contractor as provided under Article 10 if the claim arises under Article 10, or (c) to an Ex ecutive Officer of General Contractor if any other ques tion under the Subcontract is involved. Such review shall be a prerequisite to any further relief. 32. PROGRESS PAYMENTS AND FINAL PAYMENT Progress payments will be made by General Contrac tor to Subcontractor monthly or at other intervals specified, in accordance with the Subcontract Terms. All progress payments are Trust Funds to be applied by Subcontractor to payment for labor, materials, equipment, sendees and supplies for the Sublet Work. With each request for pro gress payment, Subcontractor shall submit proper evidence, including affidavits and certificates, as may be requested by General Contractor showing: (a) the portion of the Sublet Work completed, (b) compliance with all require ments of this Subcontract, (c) payment of all bills, and (d) that no lien exists or could be claimed arising from the Sublet Work. General Contractor may withhold from pro gress payments ten percent (10Te) of the amount earned, as retainage until final completion and acceptance (unless otherwise provided in the Subcontract terms), and in addition may withhold such amount as may be reasonably required to assure compliance by Subcontractor with the terms of this Subcontract. Genera! Contractor may pay directly any obligation of Subcontractor arising under this Subcontract and withhold such payment from amounts otherwise due Subcontractor Subcontractor shall submit with his request for final payment similar evidence and such expressions of warranty and indemnity as are re Form P-50 1-79 quired herein and a release of further claims against Owner or General Contractor. Subcontractor indemnifies General Contractor and Owner against any cost or liability, including attorney's fees, for failure of Subcontractor to perform all its obligations and pay all of its bills as re quired by this Subcontract. 33. APPLICATION TO COST REIMBURSEMENT TERMS These General Conditions define the obligations, res ponsibilities and relationships of Subcontractor and Gen eral Contractor, and apply without change whether the terms for payment are fixed price or cost reimbursable or a combination thereof. The price and other payments to be made to Subcontractor for performance of the obli gations of these General Conditions are provided for in the Subcontract Terms or other portions of this Subcontract. 34. NOTICES Notices of changes, deficiencies, delays, claims or dis putes shall be in writing, and shall furnish lull information to the extent available. The party notified will acknowl edge receipt by endorsement of a copy if requested, or will otherwise confirm receipt in writing. Ordinarily, no tice will be given by delivery to the General Contractor's project manager, or Subcontractor's designated represen tative at the site, respectively, and mailing a copy to the address shown in the Subcontract Terms. To avoid dif ficulty in delivery of Notice, sufficient Notice shall be deemed to have been given by mailing by Registered or Certified Mail or equivalent, to the address shown in the Subcontract Terms. 35. INTEGRATION The entire agreement between General Contractor and Subcontractor and all negotiations, proposals, represent ations and interpretations have been integrated into and superseded by the written provisions of this Subcontract. This Subcontract shall be valid and in force when signed by both parties and delivered and the parties understand that thereafter no person is authorized to amend this Subcon tract except by agreement in writing and signed with equal formality. These General Conditions may be modified by the Special Conditions for the Project or by the Subcon tract terms; and the Special Conditions for the Project may be modified by the Subcontract Terms, and as so modified it is intended that all terms and provisions of this Subcontract shall be construed in harmony and with equal dignity and effect. GC-5 00387