Common use of Subcontract Terms Clause in Contracts

Subcontract Terms. (a) The Contractor is authorised to make contractual or other arrangements with subcontractors for purposes connected with the Services. (b) The Contractor shall, and shall procure that each Subcontractor shall, perform its obligations under and observe all the terms of each Subcontract. (c) The Contractor shall: (i) ensure that none of the terms and conditions of a Subcontract shall contradict any term or condition of this Agreement; (ii) in the case of a Material Subcontract, prohibit the further subcontracting of any of the services under that Material Subcontract which comprise a material part of the Services under this Agreement without the Authority’s prior written consent which shall not be unreasonably withheld or delayed; (iii) prohibit any material changes to a Material Subcontract including any material commitments to volumes without the Authority’s prior written consent which shall not be unreasonably withheld or delayed; (iv) prior to entering into a Subcontract, complete together with the Subcontractor, a Pre- Subcontract Questionnaire in which it shall identify all risks to be assumed by the Subcontractor under the relevant Subcontract, quantify those risks and describe the impact on the business of the Subcontractor of those risks; (v) describe to the Authority in reasonable detail, the risks to the assumed by the Subcontractor and confirm to the Authority in writing that those risks have been addressed reasonably; (vi) not enter into a Subcontract which allocates to the Subcontractor a risk which, if it were to materialise, would have a material adverse effect on the business or profitability of the Subcontractor or which it would not be reasonably able to control to a material degree; (vii) without prejudice to Clause 4.3(c)(vi) provide for the level of risk to be allocated to the Subcontractor to be proportionate to the types of services which are the subject of the Subcontract, the fees payable for those services and the extent to which payment depends on a reduction in reoffending by the Allocated Persons which are the subject of the Subcontract; (viii) ensure that a Subcontractor is rewarded and recognised for good performance and share good practice and effectiveness in the provision of the services amongst all of its Subcontractors; (ix) meet its commitments with respect to all proposed Subcontractors set out in the Services Delivery Proposals; and (x) in the case of a Material Subcontract, comply with all conditions imposed by the Authority as a condition of its consent to that Material Subcontract. (d) The Contractor shall ensure that the terms of a Subcontract with a Registered Provider: (i) subject to Clause 4.3(d)(ii), are at all times substantially in the same form as the Industry Standard Partnering Agreement and shall in any event include Clauses [ ] and [ ] of the Industry Standard Partnering Agreement; and [Explanatory Note: Clauses to be identified following completion of the consultation on the general Industry Standard Partnering Agreement.] (ii) does not contain any terms which conflict with the terms of the Industry Standard Partnering Agreement. (e) The Contractor shall ensure that the terms of each Subcontract contain the provisions required in Schedule 22. (f) Subject to Clause 4.3(g), the Contractor shall comply, ensure that each subcontractor including a Subcontractor complies, and ensure that the terms of each Subcontract, is compliant at all times with the Market Stewardship Principles and Good Industry Practice. (g) In relation to contracts including the Subcontracts to which the Contractor is a party prior to the Amendment Date, the Contractor shall ensure that the terms of that subcontract complies with the Market Stewardship Principles and Good Industry Practice from the first date on which that subcontract can be amended (without cost to the Contractor), extended or renewed and the Contractor shall apply the Market Stewardship Principles and Good Industry Practice to that subcontract to the fullest extent possible prior to that date.

Subcontract Terms. (a) The Contractor Subcontractor is authorised to make contractual or other arrangements with subcontractors for purposes connected with the Services. (b) The Contractor Subcontractor shall, and shall procure that each Subcontractor subcontractor shall, perform its obligations under and observe all the terms of each Subcontractsubcontract. (c) The Contractor Subcontractor shall: (i) ensure that none of the terms and conditions of a Subcontract subcontract shall contradict any term or condition of this Agreement; (ii) in the case of prohibit any changes to a Material Subcontract, prohibit the further subcontracting of subcontract including any of the services under that Material Subcontract which comprise a material part of the Services under this Agreement commitments to volumes without the AuthorityContractor’s prior written consent which shall not be unreasonably withheld or delayed; (iii) prohibit any material changes to a Material Subcontract including any material commitments to volumes without the Authority’s prior written consent which shall not be unreasonably withheld or delayed; (iv) prior to entering into a Subcontractsubcontract, complete together with the Subcontractorsubcontractor, a Pre- Subcontract Questionnaire pre- subcontract questionnaire (in the form set out in Schedule 2) in which it shall identify all risks to be assumed by the Subcontractor subcontractor under the relevant Subcontractsubcontract, quantify those risks and describe the impact on the business of the Subcontractor subcontractor of those risks; (viv) describe to the Authority Contractor in reasonable detail, the risks to the assumed by the Subcontractor subcontractor and confirm to the Authority Contractor in writing that those risks have been addressed reasonably; (viv) not enter into a Subcontract subcontract which allocates to the Subcontractor subcontractor a risk which, if it were to materialise, would have a material adverse effect on the business or profitability financial stability of the Subcontractor subcontractor or which it would not be reasonably able to control to a material degree; (viivi) without prejudice to Clause 4.3(c)(vi22.2(c)(v) provide for the level of risk to be allocated to the Subcontractor subcontractor to be proportionate to the types of services which are the subject of the Subcontract, subcontract and the fees payable for those services and the extent to which payment depends on a reduction in reoffending by the Allocated Persons which are the subject of the Subcontract;services; and (viiivii) ensure that a Subcontractor subcontractor is rewarded and recognised for good performance and share shares good practice and effectiveness in the provision of the services amongst all of its Subcontractors; (ix) meet its commitments with respect to all proposed Subcontractors set out in the Services Delivery Proposals; and (x) in the case of a Material Subcontract, comply with all conditions imposed by the Authority as a condition of its consent to that Material Subcontractsubcontractors. (d) The Contractor shall ensure that the terms of a Subcontract with a Registered Provider: (i) subject to Clause 4.3(d)(ii), are at all times substantially in the same form as the Industry Standard Partnering Agreement and shall in any event include Clauses [ ] and [ ] of the Industry Standard Partnering Agreement; and [Explanatory Note: Clauses to be identified following completion of the consultation on the general Industry Standard Partnering Agreement.] (ii) does not contain any terms which conflict with the terms of the Industry Standard Partnering Agreement. (e) The Contractor shall ensure that the terms of each Subcontract contain the provisions required in Schedule 22. (f) Subject to Clause 4.3(g), the Contractor Subcontractor shall comply, ensure that each subcontractor including a Subcontractor complies, and ensure that the terms of each Subcontractsubcontract are compliant, is compliant at all times with the Market Stewardship Principles and Good Industry Practice. (g) In relation to contracts including the Subcontracts to which the Contractor is a party prior to the Amendment Date, the Contractor shall ensure that the terms of that subcontract complies with the Market Stewardship Principles and Good Industry Practice from the first date on which that subcontract can be amended (without cost to the Contractor), extended or renewed and the Contractor shall apply the Market Stewardship Principles and Good Industry Practice to that subcontract to the fullest extent possible prior to that date.

Subcontract Terms. (a) The Contractor Subcontractor is authorised to make contractual or other arrangements with subcontractors for purposes connected with the Services. (b) The Contractor Subcontractor shall, and shall procure that each Subcontractor subcontractor shall, perform its obligations under and observe all the terms of each Subcontractsubcontract. (c) The Contractor Subcontractor shall: (i) ensure that none of the terms and conditions of a Subcontract subcontract shall contradict any term or condition of this Agreement; (ii) in the case of prohibit any changes to a Material Subcontract, prohibit the further subcontracting of subcontract including any of the services under that Material Subcontract which comprise a material part of the Services under this Agreement commitments to volumes without the AuthorityContractor’s prior written consent which shall not be unreasonably withheld or delayed; (iii) prohibit any material changes provide in the subcontract for the subcontractor to be a Material Subcontract including any material commitments to volumes without provider of probation services for the Authority’s prior written consent which shall not be unreasonably withheld or delayed;purposes of all Legislation within the meaning of Section 3(6) of the OMA. (iv) prior to entering into a Subcontractsubcontract, complete together with the Subcontractorsubcontractor, a Pre- Subcontract an ISPA Questionnaire in which it shall identify all risks to be assumed by the Subcontractor subcontractor under the relevant Subcontractsubcontract, quantify those risks and describe the impact on the business of the Subcontractor subcontractor of those risks; (v) describe to the Authority Contractor in reasonable detail, the risks to the assumed by the Subcontractor subcontractor and confirm to the Authority Contractor in writing that those risks have been addressed reasonably; (vi) not enter into a Subcontract subcontract which allocates to the Subcontractor subcontractor a risk which, if it were to materialise, would have a material adverse effect on the business or profitability financial stability of the Subcontractor subcontractor or which it would not be reasonably able to control to a material degree; (vii) without prejudice to Clause 4.3(c)(vi22.2(c)(vi) provide for the level of risk to be allocated to the Subcontractor subcontractor to be proportionate to the types of services which are the subject of the Subcontractsubcontract, the fees payable for those services and the extent to which payment depends on a reduction in reoffending by the Allocated Persons which are the subject of the Subcontractsubcontract; (viii) ensure that a Subcontractor subcontractor is rewarded and recognised for good performance and share shares good practice and effectiveness in the provision of the services amongst all of its Subcontractors;subcontractors; and (ix) meet its commitments with respect to all proposed Subcontractors set out in the Services Delivery Proposals; and (x) in the case of a Material Subcontract, [comply with all conditions imposed by the Contractor or the Authority as a condition of its consent to that subcontract.] [Explanatory Note: Include 22.2(c)(ix) in the case of Material SubcontractSubcontracts only.] (d) The Contractor shall ensure that the terms of a Subcontract with a Registered Provider: (i) subject to Clause 4.3(d)(ii), are at all times substantially in the same form as the Industry Standard Partnering Agreement and shall in any event include Clauses [ ] and [ ] of the Industry Standard Partnering Agreement; and [Explanatory Note: Clauses to be identified following completion of the consultation on the general Industry Standard Partnering Agreement.] (ii) does not contain any terms which conflict with the terms of the Industry Standard Partnering Agreement. (e) The Contractor shall ensure that the terms of each Subcontract contain the provisions required in Schedule 22. (f) Subject to Clause 4.3(g), the Contractor Subcontractor shall comply, ensure that each subcontractor including a Subcontractor complies, and ensure that the terms of each Subcontractsubcontract are compliant, is compliant at all times with the Market Stewardship Principles and Good Industry Practice. (g) In relation to contracts including the Subcontracts to which the Contractor is a party prior to the Amendment Date, the Contractor shall ensure that the terms of that subcontract complies with the Market Stewardship Principles and Good Industry Practice from the first date on which that subcontract can be amended (without cost to the Contractor), extended or renewed and the Contractor shall apply the Market Stewardship Principles and Good Industry Practice to that subcontract to the fullest extent possible prior to that date.

Subcontract Terms. Each Subcontract must include terms and conditions sufficient to ensure each Subcontractor complies with all applicable requirements of the Contract Documents. Each Subcontract must include provisions addressing the requirements below, as well as any other terms that the Contract Documents specifically require to be included in Subcontracts: (a) The Contractor is authorised Set forth a standard of professional responsibility or a standard for commercial practice equal to make contractual or other arrangements with subcontractors the requirements of the Contract Documents for purposes connected with the Services.work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) The Contractor shallRequire the Subcontractor to carry out its scope of work in accordance with the Contract Documents, the Governmental Approvals, and shall procure that each Subcontractor shall, perform its obligations under and observe all the terms of each Subcontract.applicable Law; (c) The Expressly include the ▇▇▇▇▇-▇▇▇▇▇ prevailing wage rate determinations applicable to the Project; (d) Provide that VPRA is a third-party beneficiary of the Subcontract with the right to enforce all terms of the Subcontract for its own benefit; (e) Without cost to Contractor shall:or VPRA, expressly permit assignment to VPRA or its successor, assign or designee of all Contractor’s rights under the Subcontract, contingent only upon delivery of request from VPRA following termination of this Contract, allowing VPRA or its successor, assign or designee to assume the benefit of Contractor’s rights, with liability only for those remaining obligations of Contractor accruing after the date of assumption, such assignment to include the benefit of all Subcontractor warranties, indemnities, guarantees, and professional responsibility; (f) Expressly state that any acceptance of assignment of the Subcontract to VPRA or its successor, assign or designee shall not operate to make the successor, assignee or designee responsible or liable for any breach of the Subcontract by Contractor or for any amounts due and owing under the Subcontract for work or services rendered prior to assumption (but without restriction on the Subcontractor’s rights to suspend work or demobilize due to Contractor’s breach); (g) Expressly include a covenant to recognize and attorn to VPRA upon receipt of notice from VPRA that it has exercised its rights under this Contract, without necessity for consent or approval from Contractor or to determine whether VPRA validly exercised its rights, and Contractor’s covenant to waive and release any claim or cause of action against the Subcontractor arising out of or relating to its recognition and attornment in reliance on any such notice; (h) Not be assignable by the Subcontractor to any Person other than VPRA (or its successor, assignee or designee) without Contractor’s prior consent; (i) ensure Expressly require that none the Subcontractor will: (1) maintain usual and customary books and records for the type and scope of the terms and conditions of a Subcontract shall contradict any term or condition of this Agreement; (ii) in the case of a Material Subcontract, prohibit the further subcontracting of any of the services under that Material Subcontract which comprise a material part of the Services under this Agreement without the Authority’s prior written consent which shall not be unreasonably withheld or delayed; (iii) prohibit any material changes to a Material Subcontract including any material commitments to volumes without the Authority’s prior written consent which shall not be unreasonably withheld or delayed; (iv) prior to entering into a Subcontract, complete together with the Subcontractor, a Pre- Subcontract Questionnaire business operations in which it shall identify all risks to be assumed by the Subcontractor under the relevant Subcontractis engaged (e.g., quantify those risks constructor, equipment Supplier, designer, service provider) and describe the impact on the business of the Subcontractor of those risks; (v) describe to the Authority maintain records for disputed work in reasonable detail, the risks to the assumed by the Subcontractor and confirm to the Authority in writing that those risks have been addressed reasonably; (vi) not enter into a Subcontract which allocates to the Subcontractor a risk which, if it were to materialise, would have a material adverse effect on the business or profitability of the Subcontractor or which it would not be reasonably able to control to a material degree; (vii) without prejudice to Clause 4.3(c)(vi) provide for the level of risk to be allocated to the Subcontractor to be proportionate to the types of services which are the subject of the Subcontract, the fees payable for those services and the extent to which payment depends on a reduction in reoffending by the Allocated Persons which are the subject of the Subcontract; (viii) ensure that a Subcontractor is rewarded and recognised for good performance and share good practice and effectiveness in the provision of the services amongst all of its Subcontractors; (ix) meet its commitments compliance with respect to all proposed Subcontractors set out in the Services Delivery Proposals; and (x) in the case of a Material Subcontract, comply with all conditions imposed by the Authority as a condition of its consent to that Material SubcontractSection 23.3. (d) The Contractor shall ensure that the terms of a Subcontract with a Registered Provider: (i) subject to Clause 4.3(d)(ii), are at all times substantially in the same form as the Industry Standard Partnering Agreement and shall in any event include Clauses [ ] and [ ] of the Industry Standard Partnering Agreement; and [Explanatory Note: Clauses to be identified following completion of the consultation on the general Industry Standard Partnering Agreement.] (ii) does not contain any terms which conflict with the terms of the Industry Standard Partnering Agreement. (e) The Contractor shall ensure that the terms of each Subcontract contain the provisions required in Schedule 22. (f) Subject to Clause 4.3(g), the Contractor shall comply, ensure that each subcontractor including a Subcontractor complies, and ensure that the terms of each Subcontract, is compliant at all times with the Market Stewardship Principles and Good Industry Practice. (g) In relation to contracts including the Subcontracts to which the Contractor is a party prior to the Amendment Date, the Contractor shall ensure that the terms of that subcontract complies with the Market Stewardship Principles and Good Industry Practice from the first date on which that subcontract can be amended (without cost to the Contractor), extended or renewed and the Contractor shall apply the Market Stewardship Principles and Good Industry Practice to that subcontract to the fullest extent possible prior to that date.

Subcontract Terms. Each Subcontract must include terms and conditions sufficient to ensure each Subcontractor complies with all applicable requirements of the Contract Documents. Each Subcontract must include provisions addressing the requirements below, as well as any other terms that the Contract Documents specifically require to be included in Subcontracts: (a) The Contractor is authorised Set forth a standard of professional responsibility or a standard for commercial practice equal to make contractual or other arrangements with subcontractors the requirements of the Contract Documents for purposes connected with the Services.work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) The Contractor shallRequire the Subcontractor to carry out its scope of work in accordance with the Contract Documents, the Governmental Approvals, and shall procure that each Subcontractor shall, perform its obligations under and observe all the terms of each Subcontract.applicable Law; (c) The Contractor shall:Expressly include the Federal Prevailing Wage Rates determinations applicable to the Project; (d) Provide that VPRA is a third-party beneficiary of the Subcontract with the right to enforce all terms of the Subcontract for its own benefit; (e) Without cost to Design-Builder or VPRA, expressly permit assignment to VPRA or its successor, assign or designee of all Design-Builder’s rights under the Subcontract, contingent only upon delivery of a request from VPRA following termination of this Agreement, allowing VPRA or its successor, assign or designee to assume the benefit of Design-Builder’s rights, with liability only for those remaining obligations of Design-Builder accruing after the date of assumption, such assignment to include the benefit of all Subcontractor warranties, indemnities, guarantees, and professional responsibility; (f) Expressly state that any acceptance of assignment of the Subcontract to VPRA or its successor, assign or designee shall not operate to make the successor, assignee or designee responsible or liable for any breach of the Subcontract by Design-Builder or for any amounts due and owing under the Subcontract for work or services rendered prior to assumption (but without restriction on the Subcontractor’s rights to suspend work or demobilize due to Design-Builder’s breach); (g) Expressly include a covenant to recognize and attorn to VPRA upon receipt of notice from VPRA that it has exercised its rights under this Agreement, without necessity for consent or approval from Design-Builder or to determine whether VPRA validly exercised its rights, and Design-Builder’s covenant to waive and release any claim or cause of action against the Subcontractor arising out of or relating to its recognition and attornment in reliance on any such notice; (h) Not be assignable by the Subcontractor to any Person other than VPRA (or its successor, assignee or designee) without Design-Builder’s prior consent; (i) ensure Expressly require that none the Subcontractor will: (1) maintain usual and customary books and records for the type and scope of business operations in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider) and maintain records for disputed work in compliance with Section 21.3.6; (2) permit audit of books and records with respect to the Project or Work by each of Design-Builder and VPRA pursuant to Section 21.3; and (3) provide progress reports to Design-Builder appropriate for the type of work it is performing sufficient to enable Design-Builder to provide the reports it is required to furnish VPRA under this Agreement; (j) Include the right of Design-Builder to terminate the Subcontract in whole or in part upon any termination of this Agreement without liability of Design-Builder or VPRA for the Subcontractor’s lost profits, business opportunity or other consequential damages; (k) Expressly require the Subcontractor to participate in meetings between Design-Builder and VPRA, upon VPRA’s request, concerning matters pertaining to such Subcontract or the work thereunder, provided that all direction to such Subcontractor shall be provided by Design-Builder, and provided further that nothing in this subparagraph (k) shall limit the authority of VPRA to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (l) Include an agreement by the Subcontractor to give evidence in any dispute resolution proceeding pursuant to Article 21, if such participation is requested by either VPRA or Design-Builder; (m) Expressly include a provision prohibiting cross-contract offset between the parties thereto, meaning that if a Subcontractor is performing work on multiple contracts for the other party to the Subcontract or the other party’s affiliates, the other party or its affiliate shall not withhold payment from the Subcontractor on its Subcontract because of disputes or claims on another contract; (n) Expressly include Sections 7.1, 7.2, and 7.3 (with appropriate changes in the names of the parties); (o) Expressly include in every Subcontract (including purchase orders and in every Subcontract of any Design-Builder-Related Entity for the Work), provisions to effectuate the SWaM/DBE requirements and require that they be included in all Subcontracts at lower tiers, so that such provisions will be binding upon each Subcontractor. All Subcontracts at any tier, including those with SWaM and DBE businesses, and all contracts with Suppliers, shall require compliance with the SWaM/DBE utilization requirements in the Contract Documents. The requirements of this subparagraph (o) shall not apply to Subcontracts at any tier with VPRA or Governmental Entities; (p) Expressly require the Subcontractor to make payments to its lower tier Subcontractors, and be liable for interest payments to such Subcontractors, as set forth in Section 11.6, respectively; (q) Contain no waiver of the prompt payment protections for the Subcontractor; (r) Expressly provide that all claims and charges of the Subcontractor and its Subcontractors at any tier shall not attach to any interest of VPRA in the Project or the Project ROW; (s) Expressly include a covenant, expressly stated to survive termination of the Subcontract, to promptly execute and deliver to VPRA a new contract between the Subcontractor and VPRA on the same terms and conditions of as the Subcontract, in the event: (1) the Subcontract is rejected by Design-Builder in bankruptcy or otherwise wrongfully terminated by Design-Builder; or (2) VPRA delivers a Subcontract shall contradict any term request for such new contract following termination or condition expiration of this Agreement; (iit) in Provide that all guarantees and warranties, express and implied, will inure to the case benefit of a Material SubcontractVPRA and VPRA’s successors and assigns, prohibit the further subcontracting of any of the services under that Material Subcontract which comprise a material part of the Services under this Agreement without the Authority’s prior written consent which shall not be unreasonably withheld or delayedas well as Design-Builder; (iiiu) prohibit any material changes to a Material Subcontract including any material commitments to volumes without Contain the Authority’s prior written consent which shall not be unreasonably withheld or delayed; (iv) prior to entering into a Subcontract, complete together with the Subcontractor, a Pre- Subcontract Questionnaire language in which it shall identify all risks to be assumed by the Subcontractor under the relevant Subcontract, quantify those risks and describe the impact on the business of the Subcontractor of those risksSection 7.4.4; (v) describe Be consistent in all other respects with the terms and conditions of the Contract Documents to the Authority in reasonable detail, the risks extent such terms and conditions are applicable to the assumed scope of work of a Subcontractor, and include all provisions required by the Subcontractor and confirm to the Authority in writing that those risks have been addressed reasonablythis Agreement; (viw) not enter into a Subcontract which allocates to the Subcontractor a risk which, if it were to materialise, would have a material adverse effect on the business or profitability of the Subcontractor or which it would not be reasonably able to control to a material degreeInclude provisions concerning termination consistent with Article 14; (viix) without prejudice to Clause 4.3(c)(vi) provide for the level of risk to be allocated Include all safety requirements applicable to the Subcontractor to be proportionate to the types of services which are the subject Work, including Section 2.8.1 of the Subcontract, the fees payable for those services and the extent to which payment depends on a reduction in reoffending by the Allocated Persons which are the subject of the Subcontract; (viii) ensure that a Subcontractor is rewarded and recognised for good performance and share good practice and effectiveness in the provision of the services amongst all of its Subcontractors; (ix) meet its commitments with respect to all proposed Subcontractors set out in the Services Delivery ProposalsTechnical Provisions; and (xy) in the case of a Material SubcontractExpressly include Exhibits C, comply with all conditions imposed by the Authority as a condition of its consent to that Material Subcontract. (d) The Contractor shall ensure that the terms of a Subcontract with a Registered Provider: (i) subject to Clause 4.3(d)(ii)D, are at all times substantially in the same form as the Industry Standard Partnering Agreement E, F and shall in any event include Clauses [ ] and [ ] of the Industry Standard Partnering Agreement; and [Explanatory Note: Clauses to be identified following completion of the consultation on the general Industry Standard Partnering Agreement.] (ii) does not contain any terms which conflict with the terms of the Industry Standard Partnering Agreement. (e) The Contractor shall ensure that the terms of each Subcontract contain the provisions required in Schedule 22. (f) Subject to Clause 4.3(g), the Contractor shall comply, ensure that each subcontractor including a Subcontractor complies, and ensure that the terms of each Subcontract, is compliant at all times with the Market Stewardship Principles and Good Industry Practice. (g) In relation to contracts including the Subcontracts to which the Contractor is a party prior to the Amendment Date, the Contractor shall ensure that the terms of that subcontract complies with the Market Stewardship Principles and Good Industry Practice from the first date on which that subcontract can be amended (without cost to the Contractor), extended or renewed and the Contractor shall apply the Market Stewardship Principles and Good Industry Practice to that subcontract to the fullest extent possible prior to that date.Z.

Subcontract Terms. Each Subcontract must include terms and conditions sufficient to ensure each Subcontractor complies with all applicable requirements of the Contract Documents. Each Subcontract must include provisions addressing the requirements below, as well as any other terms that the Contract Documents specifically require to be included in Subcontracts: (a) The Contractor is authorised Set forth a standard of professional responsibility or a standard for commercial practice equal to make contractual or other arrangements with subcontractors the requirements of the Contract Documents for purposes connected with the Services.work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) The Contractor shallRequire the Subcontractor to carry out its scope of work in accordance with the Contract Documents, the Governmental Approvals, and shall procure that each Subcontractor shall, perform its obligations under and observe all the terms of each Subcontract.applicable Law; (c) The Contractor shall:Expressly include the Federal Prevailing Wage Rates determinations applicable to the Project; (d) Provide that VPRA is a third-party beneficiary of the Subcontract with the right to enforce all terms of the Subcontract for its own benefit; (e) Without cost to Design-Builder or VPRA, expressly permit assignment to VPRA or its successor, assign or designee of all Design-Builder’s rights under the Subcontract, contingent only upon delivery of a request from VPRA following termination of this Agreement, allowing VPRA or its successor, assign or designee to assume the benefit of Design-Builder’s rights, with liability only for those remaining obligations of Design-Builder accruing after the date of assumption, such assignment to include the benefit of all Subcontractor warranties, indemnities, guarantees, and professional responsibility; (f) Expressly state that any acceptance of assignment of the Subcontract to VPRA or its successor, assign or designee shall not operate to make the successor, assignee or designee responsible or liable for any breach of the Subcontract by Design-Builder or for any amounts due and owing under the Subcontract for work or services rendered prior to assumption (but without restriction on the Subcontractor’s rights to suspend work or demobilize due to Design-Builder’s breach); (g) Expressly include a covenant to recognize and attorn to VPRA upon receipt of notice from VPRA that it has exercised its rights under this Agreement, without necessity for consent or approval from Design-Builder or to determine whether VPRA validly exercised its rights, and Design-Builder’s covenant to waive and release any claim or cause of action against the Subcontractor arising out of or relating to its recognition and attornment in reliance on any such notice; (h) Not be assignable by the Subcontractor to any Person other than VPRA (or its successor, assignee or designee) without Design-Builder’s prior consent; (i) ensure Expressly require that none the Subcontractor will: (1) maintain usual and customary books and records for the type and scope of business operations in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider) and maintain records for disputed work in compliance with Section 21.3.6; (2) permit audit of books and records with respect to the Project or Work by each of Design-Builder and VPRA pursuant to Section 21.3; and (3) provide progress reports to Design-Builder appropriate for the type of work it is performing sufficient to enable Design-Builder to provide the reports it is required to furnish VPRA under this Agreement; (j) Include the right of Design-Builder to terminate the Subcontract in whole or in part upon any termination of this Agreement without liability of Design-Builder or VPRA for the Subcontractor’s lost profits, business opportunity or other consequential damages; (k) Expressly require the Subcontractor to participate in meetings between Design-Builder and VPRA, upon VPRA’s request, concerning matters pertaining to such Subcontract or the work thereunder, provided that all direction to such Subcontractor shall be provided by Design-Builder, and provided further that nothing in this subparagraph (k) shall limit the authority of VPRA to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (l) Include an agreement by the Subcontractor to give evidence in any Dispute Resolution Process pursuant to Article 18, if such participation is requested by either VPRA or Design- Builder; (m) Expressly include a provision prohibiting cross-contract offset between the parties thereto, meaning that if a Subcontractor is performing work on multiple contracts for the other party to the Subcontract or the other party’s affiliates, the other party or its affiliate shall not withhold payment from the Subcontractor on its Subcontract because of disputes or claims on another contract; (n) Expressly include Sections 7.1, 7.2, and 7.3 (with appropriate changes in the names of the parties); (o) Expressly include in every Subcontract (including purchase orders and in every Subcontract of any Design-Builder-Related Entity for the Work), provisions to effectuate the SWaM/DBE requirements and require that they be included in all Subcontracts at lower tiers, so that such provisions will be binding upon each Subcontractor. All Subcontracts at any tier, including those with SWaM and DBE businesses, and all contracts with Suppliers, shall require compliance with the SWaM/DBE utilization requirements in the Contract Documents. The requirements of this subparagraph (o) shall not apply to Subcontracts at any tier with VPRA or Governmental Entities; (p) Expressly require the Subcontractor to make payments to its lower tier Subcontractors, and be liable for interest payments to such Subcontractors, as set forth in Section 11.6, respectively; (q) Contain no waiver of the prompt payment protections for the Subcontractor; (r) Expressly provide that all claims and charges of the Subcontractor and its Subcontractors at any tier shall not attach to any interest of VPRA in the Project or the Project ROW; (s) Expressly include a covenant, expressly stated to survive termination of the Subcontract, to promptly execute and deliver to VPRA a new contract between the Subcontractor and VPRA on the same terms and conditions of as the Subcontract, in the event: (1) the Subcontract is rejected by Design-Builder in bankruptcy or otherwise wrongfully terminated by Design-Builder; or (2) VPRA delivers a Subcontract shall contradict any term request for such new contract following termination or condition expiration of this Agreement; (iit) in Provide that all guarantees and warranties, express and implied, will inure to the case benefit of a Material SubcontractVPRA and VPRA’s successors and assigns, prohibit the further subcontracting of any of the services under that Material Subcontract which comprise a material part of the Services under this Agreement without the Authority’s prior written consent which shall not be unreasonably withheld or delayedas well as Design-Builder; (iiiu) prohibit any material changes to a Material Subcontract including any material commitments to volumes without Contain the Authority’s prior written consent which shall not be unreasonably withheld or delayed; (iv) prior to entering into a Subcontract, complete together with the Subcontractor, a Pre- Subcontract Questionnaire language in which it shall identify all risks to be assumed by the Subcontractor under the relevant Subcontract, quantify those risks and describe the impact on the business of the Subcontractor of those risksSection 7.4.4; (v) describe Be consistent in all other respects with the terms and conditions of the Contract Documents to the Authority in reasonable detail, the risks extent such terms and conditions are applicable to the assumed scope of work of a Subcontractor, and include all provisions required by the Subcontractor and confirm to the Authority in writing that those risks have been addressed reasonablythis Agreement; (viw) not enter into a Subcontract which allocates to the Subcontractor a risk which, if it were to materialise, would have a material adverse effect on the business or profitability of the Subcontractor or which it would not be reasonably able to control to a material degreeInclude provisions concerning termination consistent with Article 14; (viix) without prejudice to Clause 4.3(c)(vi) provide for the level of risk to be allocated Include all safety requirements applicable to the Subcontractor to be proportionate to the types of services which are the subject Work, including Section 2.8.1 of the Subcontract, the fees payable for those services and the extent to which payment depends on a reduction in reoffending by the Allocated Persons which are the subject of the Subcontract; (viii) ensure that a Subcontractor is rewarded and recognised for good performance and share good practice and effectiveness in the provision of the services amongst all of its Subcontractors; (ix) meet its commitments with respect to all proposed Subcontractors set out in the Services Delivery ProposalsTechnical Provisions; and (xy) in the case of a Material SubcontractExpressly include Exhibits C, comply with all conditions imposed by the Authority as a condition of its consent to that Material Subcontract. (d) The Contractor shall ensure that the terms of a Subcontract with a Registered Provider: (i) subject to Clause 4.3(d)(ii)D, are at all times substantially in the same form as the Industry Standard Partnering Agreement E, F and shall in any event include Clauses [ ] and [ ] of the Industry Standard Partnering Agreement; and [Explanatory Note: Clauses to be identified following completion of the consultation on the general Industry Standard Partnering Agreement.] (ii) does not contain any terms which conflict with the terms of the Industry Standard Partnering Agreement. (e) The Contractor shall ensure that the terms of each Subcontract contain the provisions required in Schedule 22. (f) Subject to Clause 4.3(g), the Contractor shall comply, ensure that each subcontractor including a Subcontractor complies, and ensure that the terms of each Subcontract, is compliant at all times with the Market Stewardship Principles and Good Industry Practice. (g) In relation to contracts including the Subcontracts to which the Contractor is a party prior to the Amendment Date, the Contractor shall ensure that the terms of that subcontract complies with the Market Stewardship Principles and Good Industry Practice from the first date on which that subcontract can be amended (without cost to the Contractor), extended or renewed and the Contractor shall apply the Market Stewardship Principles and Good Industry Practice to that subcontract to the fullest extent possible prior to that date.Z.