Document N2QnR7JyLEkG6JxZpJYXVNvqE

BROWN & ROOT, INC. Form P-50 1-76 JMB/sc SUBCONTRACT ETHYL CORPORATION GENERAL PLANT IMPROVEMENTS ______ PASADENA, TEXAS________ (Project) Job Nnmhpr 27-4 06 0 (5) Subcontract Nn.27-40 6 0-5015 JOB NOS. H-38491,H38471.H-38561 8, H-27921 INSULATION (Sublet Work) January 15, 1979 (Effective Date) THIS SUBCONTRACT, by and between BROWN & ROOT, INC., a Texas Corporation, P. O. BOX 3, HOUSTON, TEXAS 77001, "GENERAL CONTRACTOR" and, J.& S. INSULATORS, INC. . Corporation___under laws nf (Corporation. Proprietorship, Partnership) TEXAS (State) whose address ic O- Box 15616, Houston, Texas 77020 (713-675-6393) "SUBCONTRACTOR," whose contractor's license number under laws of_________.Appl ie 1c Not Applicableentered into as of the EFFECTIVE DATE stated above, WITNESSETH: In consideration of the mutual promises herein contained General Contractor and Subcontractor agree, promise, and obligate themselves as follows: 1. Subcontractor promises to perform the Sublet Work for the Project in accordance with the Contract Documents. 2. General Contractor promises to pay Subcontractor, for full, accurate and timely performance of the Sublet Work in accordance herewith, the Price and other payments, and promises to perform all of the other obligations of General Contractor, as set forth in the Contract Documents. 3. The Contract Documents constituting this Subcontract consist of: ft. "Subcontract Terms" and exhibits thereto. jj ?fC;2C b. `Special Conditions" and exhibits thereto. I c. "General Conditions" Form P-50 1-79 :i d. "Affidavit for Subcontractor " Fornr.tPr !,: 7=i m::P St&cairaAcr iem /Jo. 7 _I|C lii i'i ::i 1.. Page 1 of 2 00518 Form P-50 ]-76 Subcontract No.. 27-4060-5015 The foregoing constitutes the entire contract, and supersede all prior proposals, negotiations, agreements, awards, letter of intent and written or oral statements, representations or agreements. 4. The Effective Date set forth above is the date as to which all Contract Documents and provisions thereof have reference for purposes of coordination of-their meaning and effect. The price relates to the Sublet Work as described m drawings, speci fications and other Contract Documents in their condition on that date. Changes after the effective cate will be dealt with in accordance with the provision for changes. Any work commenced and any payments made pursuant to an Award or Letter of Intent prior to the execution hereof shall be deemed to have been done and paid after the Effective Date under the terms of this Subcontract. GENERAL CONTRACTOR: BROWN & ROOT, INC. Date:. Page 2 of 2 00519 P-S1.-1 n-77) Page I Ilf 5 SUBCONTRACT TERMS SUBCONTRACT NO. 27-4060-501 5 SUBLET WORK 1.1 The Sublet Work, in general, is to furnish, deliver and install insulation necessary to complete the scopes of work for the job numbers listed herein at the Ethyl Corporation Plant located in Pasadena, Texas. 1.2 More specifically, the Subcontractor agrees to perform the Sublet Work which consists of furnishing all labor, materials, tools, equipment, scaffolding, supervision, taxes, insurance and all other things necessary to furnish, deliver and install insulation, and aluminum jacketing and weatherproofing related thereto, re quired to complete personnel protection insulation on the line numbers designated hereunder, equipment and any other miscell aneous components related thereto at the above described location, all of which work shall be additionally performed in accordance with and pursuant to the drawings, specifications, and documents listed in Subcontract Term No. 2 hereunder. 1.2.1 Job No. H-38491 Line Number: 2" AP-300-306 2" AP-301-306 4" AA-302-154 4" AA-303-154 2"AA-304~154 2"AA- 8 -154 Exchanger E-4218 1.2.2 Job No. H-38471 Line Numbers: 4" OL-RD1-151 4" OL-RD2-151 6" OL Line from C4420 to P4420, from Pumps A to B respectively 1.2.3 Job No. H-38561 Line Numbers: 3" Steam Traced Line 1.2.4 Job No. H-27921 Line Numbers 2" OL-105-154 2" OL-106-154 2" OL-107-154 2" OL-108-154 1" SZ-109-125 ln SZ-110-125 1" SC-111-125 IV SC-112-125 Tank No. D-464 1.3 Subcontractor shall perform all work described herein in accordance with the directions of the General Contractor's Project Manager or his duly authorized representative. 00520 SUBCONTRACT TERMS 2 S/C No. 27-4060-5015 c DRAWINGS AND SPECIFICATIONS 2.1 The Sublet Work shall be performed in accordance with the Ethyl Corporation drawings, and specifications therein contained or related thereto, listed below, all of which documents are hereby made a part of this Subcontract by reference, the Scope of the Sublet Work is partially described in said documents and must be performed in accordance therewith. 2.1.1 Job No. H-38491: ED-30-309 Rev. 0 43-51-158 Rev. 7 45-51-141 Rev. 5 Specification No. 41-51-150 Rev. 5 41-51-137 Rev. 9 SP-92-1 dated April, 1978 2.1.2 Job No. H-38471: ED-30235 Rev. 1 ED-30237 Rev. 0 ED-30236 Rev. 0 ED-30238 Rev. 0 Specification No. SP-92-1 dated April, 1978 2.1.3 Job No. H-38561: c D-30317 Rev. 1 Specification No. SP-92-1 dated April, 1978 2.1.4 Job No. H-27921: ED-30062 Rev. 0 ED-30307 Rev. 0 ED-26989 Rev. 0 Specification No ED-30173 Rev. 0 ED-30172 Rev. 0 SP-92-1 dated April, 1978 2.2 The Sublet Work shall be additionally performed pursuant to Sub contractor's letter dated November 21, 1978 (Proposal No. 3015), exclusive of Job No. 35401 which is expressly deleted therefrom, and Subcontractor's letters of amendment to said proposal dated November 27, 1978 and December 13, 1978, all of which documents are hereby made a part of this Subcontract by reference. 3. TIME OF PERFORMANCE 3.1 Subcontractor shall perform the 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 hereunder in Subcontract Term 3.2. 3.2 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 22, 1979 and all aspects of the Sublet Work shall be com pleted on/or about February 28, 1979. 00521 SUBCONTRACT TERMS 3 S/C No. 27-4060-5015 3.3 Subcontractor shall work a four (4) day, ten (10) hour per day work week throughout the duration of Sublet Work. 3.4 Subcontractor shall maintain contact with the General Contractor's Project Manager for the purpose of sche duling and coordinating this Subcontract. 4. SUBCONTRACT PRICE 4.1 General Contractor agrees to pay Subcontractor for complete, satisfactory and timely performance of the Sublet Work in accordance with all provisions of the Subcontract Documents the following firm lump sum price, which includes all applicable sales/use taxes: EIGHTEEN THOUSAND THREE HUNDRED NINETY AND NQ/100 (Words) DOLLARS $ 18,390.00 (Figures) 4.2 The firm lump sum price and accounting codes associated therewith, are further broken out hereunder on a per job basis: 4.2.1 Job No. H-38491 ....................................................................... $ 1,900.00 Account Code 27-4060(5) H-38491/941014 4.2.2 Job No. H-3847 1 .......................................................................$ 12,540.00 Account Code 27-4060(5) H-38471/940813 (34%); and 27-4060(5) H-38471/940819(66%) 4.2.3 Job No. H-38561 ...................... '............................................... $ Account Code 27-4060(5) H-38561/930804 1,400.00 4.2.4 Job No. H-27921 ....................................................................... $ 2,550.00 Account Code 27-4060(5) H-27921/921716 ________________ 4.2.5 Total Firm Lump Sum Price 5. PAYMENT AND PERFORMANCE BONDS $ 18,390.00 As of the effective date of this Subcontract, the requirement to furnish separate 100% Payment and Performance Bonds, each in the amount of $18,390.00 is hereby waived. However, at General Con tractor's option, this requirement may at any time be reinstated in accordance with the provisions of General Condition 19 herein. Subcontractor shall be reimbursed the bond premium, as shown on Surety invoice, for said bonds. c 00522 SUBCONTRACT TERMS 4 S/C No. 27-4060-5015 6. < AFFIDAVITS Two copies of the General Contractor's "Affidavit for Subcon tractor" (Form P-7) are attached for use in implementing the provisions of General Condition 32. Subcontractor shall exe cute and return one copy with his final invoice to the address shown in Subcontract Term No. 8. 7. PAYMENT The following paragraph supplements Paragraph Number 32 of the General Conditions. Subcontractor shall be paid the firm lump sum price set forth in Subcontract Term No. 4 in monthly progress payments in pro portion to the value of the Sublet Work performed during the preceding month, less 10% of such value as retainage until final completion and acceptance of the Sublet Work by the General Contractor. Subcontractor shall prepare and submit an invoice for the proposed monthly progress payment with supporting documents and proof of payment of all invoices for labor and material, as may be requested by General Contractor. Subcontractor's invoice for proposed monthly payment of all bills will be submitted for approval by General Contractor and when approved, payment shall be made withing thirty (30) days thereafter. Final payment and release of retainage shall Cbe made when the Sublet Work has been satisfactorily completed and accepted and the Subcontractor has submitted a properly executed affidavit as called for in Subcontract Term No. 6. 8. INVOICES Subcontractor shall render all invoices to the following address : Brown & Root, Inc. 209 N. Main Street Pasadena, Texas 77506 Attn: Jim Wasson Job No. 27^4060 9. INSURANCE Subcontractor shall forward his Certificate of Insurance stating the names of its Insurance -Carriers and certifying that its insurance coverages meet the requirements set forth in General Condition No. 21 herein to the following address, in addition to the address shown in Subcontract No. 8 herein: Brown & Root, Inc. P.O.Box 3 Houston, Texas 77001 Attn: J. Bustamante (01-135) 00523 SUBCONTRACT TERMS 5 S/C No. 27-4060-5015 10. LABOR RELATIONS The following supplements Paragraph 14 of the General Conditions: The Subcontractor represents that its pre-hiring collective bargaining agreements, if any, contain or will contain pro visions 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 subcontractors having similar provisions in their collective bargaining agreements, if any. L 00524 I SPECIAL CONDITIONS ETHYL CORPORATION 1. LOCATION OF PROJECT The Project, as * whole, is located at Ethyl Corporation's manufacturing plant in Pasadena, Texas. 2. CONFIDENTIALITY AND NON-USE The following provisions supplement Paragraph 28 of the General Conditions: A. Subcontractor agrees to exercise reasonable care to the end that all information and know-how including that embodied in existing types of plant facilities or in drawings, tracings, and/or any other documents made available or otherwise acquired in connection with the construction and/or construction of the sublet work in accordance with this Subcontract, will be maintained by Subcontractor, its employees, suppliers, and lower tier Subcontractors in strict confidence and will not be disclosed to any third party. B. In order to further protect General Contractor and/ or Owner against the unauthori2ed use of information and "know-how" developed or acquired from General Con tractor and/or Owner hereunder, which information and "know-how" personnel of Subcontractor must of necessity acquire in order to engage in the sublet work authoriz ed, Subcontractor agrees that it will not, except with the written consent of General Contractor and/or Owner, design and/or construct either in whole or in part for Subcontractor or for others, manufacturing facilities based upon process or information supplied to Subcon tractor by General Contractor and/or Owner, or based upon information developed by Subcontractor for General Contractor and/or Owner hereunder. C. The foregoing obligations of confidentiality and non use shall not apply to information or know-how which was known to Subcontractor prior to disclosure by General Contractor and/or Owner, to information or know-how which is or becomes generally available to the public through no fault of Subcontractor or any employee or lower tier Subcontractor thereof, or to information or know-how which is acquired by Subcon tractor from a source independent of General Contrac tor and/or Owner without restriction on disclosure. % -1 00525 11 D. All inventions and discoveries made or conceived by personnel of Subcontractor while engaged in the per formance of Sublet Work authorized hereunder and re sulting directly or indirectly from information and know-how acquired from General Contractor and/or Owner shall be the sole and absolute property of General Con tractor and/or Owner and shall be assigned by Subcon tractor to the General Contractor and/or Owner. E. Subcontractor further agrees to use reasonable care in selection and assignment of personnel to perform the work in accordance with this Subcontract and to take proper precautions to avoid the unauthorized dissemination of any of the information and know-how Subcontractor is obligated to maintain in confidence hereunder. F. Subcontractor also agrees to return within ten (10) days after request by General Contractor and/or Owner, any drawings, tractings and other documents made avail able by General Contractor and/or Owner, including any copies or written modifications thereof made by Subcon tractor, its personnel, or its suppliers and lower tier Subcontractors. Subcontractor further agrees to confirm, by letter, the return of all requested information by it to General Contractor and/or Owner. The letter shall list the specific items of information or know-how and shall state that such return is complete, including all copies received or made by him, his employees, suppliers, and lower tier Subcontractors. G. At General Contractor's and/or Owner's option. Subcon tractor's supervisory and technical personnel and lower tier Subcontractors having access to General Contractor's and/or Owner's flow diagrams shall sign separate confi dentiality and non-use agreements with Subcontractor and General Contractor and/or Owner; Subcontractor's other supervisory and technical personnel shall sign confidentiality and non-use agreements with Subcontrac tor. General Contractor and/or Owner reserve the right to approve all such agreements as to form and content prior to their execution. REPRESENTATIONS Subcontractor represents that he is familiar with the contrac tual provisions.of the prime contract entered into between Owner and General Contractor affecting the Sublet Work and agrees to be bound by the terms and conditions therein so far as applica ble to its work, in addition to the terms and conditions of this Subcontract. V -2- 00526 GENERAL CONDITIONS form P-50 1-77 X. 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 in 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 lor 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 Genera) Contractors 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 canyout 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. 3. COORDINATION OF THE PROJECT Genera] 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 Owner. The contract price provisions, and the definition of re quirements of the Sublet Work, as of the effective date, 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, and the direct employees of Genera] 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 General Contractor (a) for the coordination of the work of all participants, (b) 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 of the environment and the rights of the public. 4. SCHEDULING SUBLET WORK Subcontractor agrees to commence the Sublet Work promptly when directed by General Contractor and to prosecute the Sublet Work diligently to completion. 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 the 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 Genferal 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. Genera) 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. . 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 connects 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 Genera] Contractor is to provide. General Contractor will allocate, and schedule the use of, such common facilities ana utilities as are provided by General Contractor for use of Subcontractor and other participants in the Project. Temporary interruption of sen-ices, 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 exposed 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 the requirements of this Subcontract. Any defective Sublet Work shall be discontinued, removed and replaced or corrected in accordance with specifications and directions of General 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 the Sublet Work. 8. SAFETY, CLEANLINESS AND SANITATION Subcontractor shall comply with all applicable laws, rules and regulations relating to safety. Subcontractor GC-1 00527 Form P-50 1-77 justment. If the cost plus fee method is cirecied 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 genera! and administrative ex pense, plus 109V of such costs, and Subcontractor shall maintain and furnish General Contractor accurate and detailed records daily segregating the cosl of the change in the Sublet Work. In 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 Genera] 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 anc 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 as 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 clear 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, and that the acceptance of the Sublet Work from General Contractor on 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, mechanics and materialmen hereby waive and agree not to claim any lien against the Sublet Work, but shall rely solely upon the general credit of General Con tractor. Subcontractor shall pay or cause io be paid when due, all bills for labor, materials, equipment or services connected with the Sublet Work, and shall not itself assert any lien or permit any lien to be asserted or rra-r.tained against the Project or any funds or land involved m 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 Subcomraclor-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 lime 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 OK 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 Genera] 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 w-hole. 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 General 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 Subcontractor hereby indemnifies and holds harmless General Contractor and Owner from any loss, cost, damage GC-3 00528 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 lor 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 failure 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 FATMENTS 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, services 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 (10%) 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. General 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 quired herein and a release of further claims against Owner or Genera] 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. Form P-50 I-77 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 full information to the exlent 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 00529 NOTE: This Affidavit is to be exp *ed and returned with final or retainag" 'tvoice. BROWN & HOOT, INC. P.0. Box 3 Houston, Texas 77001 'AFFIDAVIT FOR SUBCONTRACTOR' RE: SUBCONTRACT md'27 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__ 00530 NOTE: This Affidavit is to be exe" *ed and returned with final or retainagp `'voice. BROWN & ROOT, INC. P.0. Box 3 Houston, Texas 77001 "AFFIDAVIT FOR SUBCONTRACTOR' RE: SUBCONTRACT no /fcl-4C(?0-5Q\% 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__