SHALL NOT ENTER INTO ANY MAJOR SUBCONTRACT WITH A
PROPOSED MAJOR SUBCONTRACTOR THAT IS REJECTED BY OWNER IN ACCORDANCE WITH THE
PRECEDING SENTENCE.
OWNER SHALL UNDERTAKE IN GOOD FAITH TO REVIEW THE
INFORMATION PROVIDED BY CONTRACTOR PURSUANT TO THIS SECTION 2.4B EXPEDITIOUSLY
AND SHALL NOTIFY CONTRACTOR OF ITS DECISION TO ACCEPT OR REJECT A PROPOSED MAJOR
SUBCONTRACTOR AS SOON AS PRACTICABLE AFTER SUCH DECISION IS MADE.
FAILURE OF
OWNER TO ACCEPT OR REJECT A PROPOSED MAJOR SUBCONTRACTOR WITHIN TEN (10)
BUSINESS DAYS SHALL BE DEEMED TO BE AN ACCEPTANCE OF SUCH MAJOR SUBCONTRACTOR,
BUT OWNER'S ACCEPTANCE OF A PROPOSED MAJOR SUBCONTRACTOR SHALL IN NO WAY RELIEVE
CONTRACTOR OF ITS RESPONSIBILITY FOR PERFORMING THE WORK IN COMPLIANCE WITH THIS
AGREEMENT.
C.
OTHER ADDITIONAL PROPOSED
SUBCONTRACTORS.
FOR ANY SUBCONTRACTOR NOT
18
COVERED BY SECTION 2.4A OR 2.4B AND HAVING A SUBCONTRACT VALUE IN EXCESS OF ONE
MILLION U.S. DOLLARS (U.S. $1,000,000), CONTRACTOR SHALL, WITHIN FIFTEEN (15)
BUSINESS DAYS AFTER THE EXECUTION OF ANY SUCH SUBCONTRACT, NOTIFY OWNER IN
WRITING OF THE SELECTION OF SUCH SUBCONTRACTOR AND INFORM OWNER GENERALLY WHAT
PORTION OF THE WORK SUCH SUBCONTRACTOR IS PERFORMING.
D.
DELIVERY OF SUBCONTRACTS.
WITHIN TEN (10)
DAYS OF OWNER'S REQUEST, CONTRACTOR SHALL FURNISH OWNER WITH A COPY OF ANY
SUBCONTRACT, EXCLUDING PROVISIONS REGARDING PRICING, DISCOUNT OR CREDIT
INFORMATION, PAYMENT TERMS, PAYMENT SCHEDULES, RETENTION, PERFORMANCE SECURITY,
BID OR PROPOSAL DATA, AND ANY OTHER INFORMATION WHICH CONTRACTOR OR ANY
SUBCONTRACTOR REASONABLY CONSIDERS TO BE COMMERCIALLY SENSITIVE INFORMATION.
E.
TERMS OF MAJOR SUBCONTRACTS AND
SUB-SUBCONTRACTS.
IN ADDITION TO THE REQUIREMENTS IN SECTION 2.3 AND WITHOUT IN
ANY WAY RELIEVING CONTRACTOR OF ITS FULL RESPONSIBILITY TO OWNER FOR THE ACTS
AND OMISSIONS OF SUBCONTRACTORS AND SUB-SUBCONTRACTORS, EACH MAJOR SUBCONTRACT
AND EACH MAJOR SUB-SUBCONTRACT SHALL CONTAIN THE FOLLOWING PROVISIONS:
1.
THE MAJOR SUBCONTRACT AND THE MAJOR
SUB-SUBCONTRACT MAY BE ASSIGNED TO OWNER WITHOUT THE CONSENT OF THE RESPECTIVE
MAJOR SUBCONTRACTOR OR MAJOR SUB-SUBCONTRACTOR; PROVIDED, HOWEVER, WITH RESPECT
TO EACH CONSTRUCTION EQUIPMENT RENTAL OR LEASE AGREEMENT THAT FALLS WITHIN THE
DEFINITION OF MAJOR SUBCONTRACT OR MAJOR SUB-SUBCONTRACT, CONTRACTOR SHALL ONLY
BE OBLIGATED TO USE ITS BEST EFFORTS TO INCLUDE A PROVISION THAT SUCH AGREEMENT
MAY BE ASSIGNED TO OWNER WITHOUT THE CONSENT OF THE RESPECTIVE CONSTRUCTION
EQUIPMENT LESSOR; AND
2.
SO FAR AS REASONABLY PRACTICABLE, THE
MAJOR SUBCONTRACTOR AND THE MAJOR SUB-SUBCONTRACTOR SHALL COMPLY WITH ALL
REQUIREMENTS AND OBLIGATIONS OF CONTRACTOR TO OWNER UNDER THIS AGREEMENT, AS
SUCH REQUIREMENTS AND OBLIGATIONS ARE APPLICABLE TO THE PERFORMANCE OF THE WORK
UNDER THE RESPECTIVE MAJOR SUBCONTRACT OR MAJOR SUB-SUBCONTRACT.
2.5
CONTRACTOR ACKNOWLEDGEMENTS.
A.
THE AGREEMENT.
PRIOR TO THE EXECUTION OF
THIS AGREEMENT UNDER THE MEMORANDUM OF UNDERSTANDING AND THE TECHNICAL SERVICES
AGREEMENT, CONTRACTOR PERFORMED ENGINEERING, COST ESTIMATING AND RELATED
SERVICES AND DEVELOPED, PROVIDED OR VERIFIED ALL OF THE INFORMATION THAT FORMS
THE SCOPE OF WORK AND DESIGN BASIS (SUBJECT TO SECTION 4.8) LISTED IN ATTACHMENT
A, FOR THE PURPOSE OF DETERMINING THAT SUCH INFORMATION IS ADEQUATE AND
SUFFICIENTLY COMPLETE FOR CONTRACTOR TO ENGINEER, PROCURE, CONSTRUCT,
PRE-COMMISSION, COMMISSION, START-UP AND TEST