Common use of SUBCONTRACTS AND OTHER AGREEMENTS Clause in Contracts

SUBCONTRACTS AND OTHER AGREEMENTS. All portions of the DC Project work that Bechtel does not perform with its employees shall be performed pursuant to written subcontracts and, where applicable, sub-subcontracts or material purchase orders (collectively, "SUBCONTRACTS") with licensed or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers (collectively, "SUBCONTRACTORS"). It is the intention of the parties hereto that Bechtel shall act as a general contractor in connection with Bech▇▇▇'▇ ▇▇▇formance of the Construction Services hereunder. Bechtel shall secure at least three (3) qualified bids from Subcontractors on each item in the construction of a DC Project (excluding those included in the General Work Requirements), including, without limitation, those performed by Bechtel, unless otherwise agreed to by Webvan. Bechtel shall promptly deliver to Webvan for each DC Project a summary of all bids received, together with Bech▇▇▇'▇ ▇▇▇lysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify that, to the best of Bech▇▇▇'▇ ▇▇▇wledge, each bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel shall notify Webvan of any bid that deviates from the Contract Documents. Webvan's approval of a bid on a Subcontract shall not constitute approval of a deviation or omission from the Contract Documents. Any approved deviation or omission from the Contract Documents shall occur only by means of a Change Order. 2.5.8.1 All Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall be subject to Webvan's prior written approval. In addition, Webvan reserves the right to reject any Subcontractor or any bid of a Subcontractor at any time prior to award. Webvan shall have five (5) business days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations to approve or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other Subcontractors or bids. After Webvan has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel shall contract, solely in its own name and behalf, and not in the name or behalf of Webvan, with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form shall provide that the Subcontractor shall perform its portion of the DC Project work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution by Bechtel. Webvan's approval shall not make Webvan a party to any Subcontract. 2.5.8.2 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsible

SUBCONTRACTS AND OTHER AGREEMENTS. All COMPLIANCE WITH PUBLIC BIDDING STATUTES AND OTHER APPLICABLE LAWS § 9.1 Those portions of the DC Project work Work that Bechtel the Construction Manager does not customarily perform with its employees the Construction Manager’s own personnel shall be performed pursuant to written subcontracts and, where applicable, sub-under subcontracts or material purchase orders (collectively, "SUBCONTRACTS") other appropriate agreements with licensed or otherwise properly the Construction Manager in accordance with Section 3.1.11. The Owner maintains a list of bidders qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers (collectively, "SUBCONTRACTORS"). It is the intention under Chapter 43 of the parties hereto that Bechtel shall act as a general contractor in connection with Bech▇▇▇'▇ ▇▇▇formance Milwaukee County Code of Ordinances (“MCO”) and may designate from such list specific persons from whom, or entities from which, the Construction Services hereunderManager shall obtain bids. Bechtel Unless otherwise directed by the Owner, the Construction Manager shall secure solicit bids on behalf the Owner and manage the bidding process, which management shall include, without limitation, the following activities: (a) separating the Work into appropriate bid packages approved by Owner that conform to Owner’s specifications and applicable law and include, at a minimum, the requirement to comply with Milwaukee County’s Targeted Business Enterprise (TBE) requirements under MCO §42.07, residency requirements under MCO §44.17 and DBE requirements as outlined in Attachment A – Request for Proposal (if applicable); (b) developing and delivering for Owner’s approval a list of bidders qualified under MCO Chapter 43 or which will become qualified prior to submitting a bid; (c) distributing bidding documents; (d) conducting all pre-bid conferences; and (e) directing all bidders to deliver their sealed bids directly to the Owner. Unless otherwise directed or permitted by the Owner, the Construction Manager shall obtain at least three (3) qualified bids for each division or package. The Owner may reject all bids and require that portion of the Work to be rebid. The Owner shall have sole control over the selection of the lowest responsible bidder for each bid package that meets all the qualification requirements. Provided that the Construction Manager meets the qualifications required of all bidders, the Construction Manager may submit its own sealed bid for each bid package. The Owner shall have the right to receive and audit all records of the Construction Manager related to the Project, including without limitation all communications between the Construction Manager and any contractors the Construction Manager has consulted with during the Preconstruction Phase in its development of the bid packages. The Construction Manager shall obtain bids from Subcontractors on each item Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the construction requirements of a DC Project (excluding those included in the General Work Requirements), including, without limitation, those performed by Bechtel, unless otherwise agreed to by Webvan. Bechtel shall promptly deliver to Webvan for each DC Project a summary of all bids received, together with Bech▇▇▇'▇ ▇▇▇lysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify that, to the best of Bech▇▇▇'▇ ▇▇▇wledge, each bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel shall notify Webvan of any bid that deviates from the Contract Documents. Webvan's The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval of a bid on a Subcontract or objection by the Owner, shall not constitute approval relieve the Construction Manager of a deviation or omission from its responsibility to perform the Work in accordance with the Contract Documents. Any approved deviation The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. The Construction Manager shall be responsible for the proper and complete performance of the Work in accordance with the terms and provisions of the Contract Documents, whether performed by the Construction Manager or omission from by the Subcontractors. § 9.1.1 [Intentionally Deleted] If the Guaranteed Maximum Price (or “GMP”) has been established and Wwhen a specific bidder subcontractor or supplier (1) is recommended to the Owner by the Construction Manager; (2) isConstruction Manager has demonstrated to Owner’s satisfaction that such Subcontractor is qualified to perform that portion of the Work; and (3) that Subcontractor has submitted a bid that conforms to the requirements of the Contract Documents shall occur only by means of without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order. 2.5.8.1 All Subcontractors Order be issued to adjust the Contract Time and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall be subject to Webvan's prior written approval. In addition, Webvan reserves Guaranteed Maximum Price by the right to reject any Subcontractor or any difference between the bid of a Subcontractor at any the person or entity recommended to the Owner by the Construction Manager and the amount and time prior to award. Webvan shall have five (5) business days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations to approve requirement of the subcontract or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other Subcontractors or bids. After Webvan has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel shall contract, solely in its own name and behalf, and not in the name or behalf of Webvan, agreement actually signed with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form shall provide that person or entity designated by the Subcontractor shall perform its portion of the DC Project work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution by Bechtel. Webvan's approval shall not make Webvan a party to any SubcontractOwner. 2.5.8.2 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsible

SUBCONTRACTS AND OTHER AGREEMENTS. Those portions of the Work that Contractor does not customarily perform with Contractor’s own personnel shall be performed under subcontracts or by other appropriate agreements with Contractor. Contractor may self-perform Work only with the prior written approval of Owner and subject to the provisions of this Paragraph 10.1. All portions of the DC Project work Work including, but not limited to, Contractor’s own labor costs, all trade Work, all Work that Bechtel does not Contractor wishes to perform with its employees Contractor’s own forces or through a related party, and all equipment to be rented or purchased, shall be performed pursuant to written subcontracts and, where applicable, sub-subcontracts or material purchase orders (collectively, "SUBCONTRACTS") with licensed or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers (collectively, "SUBCONTRACTORS")competitively bid. It is the intention Contractor shall obtain responsive bids for each component of the parties hereto that Bechtel shall act as a general contractor in connection with Bech▇▇▇'▇ ▇▇▇formance of the Construction Services hereunder. Bechtel shall secure Work from at least three (3) qualified competent and licensed bidders acceptable to Owner with local experience of similar scope and magnitude. Contractor shall furnish those bids to Owner for review and approval. Those bids shall indicate both the proposed price/cost, and the proposed scope/portion of the Work included therein. Owner will then determine which bids will be accepted, with the advice of Contractor and the Architect/Engineer, if requested. Upon Owner’s request, Contractor shall solicit additional bids. Owner may designate specific persons or entities from Subcontractors on each item in the construction whom Contractor shall or shall not obtain bids; however, Contractor shall not be required to contract with anyone to whom Contractor has reasonable objection. Owner’s approval or selection of a DC Project bid or Subcontractor or Sub-subcontractor shall in no way make Owner liable or responsible for the actions or omissions of the bidder or Subcontractor or Sub-subcontractor. Subcontracts or other agreements shall conform to the payment provisions of this Agreement and shall not be awarded on the basis of cost plus a fee without the prior consent of Owner. If a Guaranteed Maximum Price has been established and a specific competent bidder among those whose bids are delivered by Contractor (excluding those included 1) is recommended to Owner by Contractor; (2) is qualified to perform that portion of the Work in accordance with all requirements of the General Work Requirements), Contract Documents (including, without limitation, those performed by Bechtel, unless otherwise agreed to by Webvan. Bechtel shall promptly deliver to Webvan for each DC Project insurance and bonding requirements); and (3) has submitted a summary of all bids received, together with Bech▇▇▇'▇ ▇▇▇lysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify that, which conforms to the best requirements of Bech▇▇▇'▇ ▇▇▇wledge, each bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel shall notify Webvan of any bid that deviates from the Contract Documents. Webvan's approval of a bid on a Subcontract shall not constitute approval of a deviation or omission from the Contract Documents. Any approved deviation or omission from the Contract Documents shall occur only by means of without reservations or exceptions, but Owner requires that another bid be accepted, then Contractor may require that a Change Order. 2.5.8.1 All Subcontractors Order be issued to adjust the GMP by the difference between the bid of the person or entity recommended to Owner by Contractor and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration amount of Operating Equipment and any additional refrigeration systems the subcontract or equipment other agreement actually signed with the person or entity designated by Owner. Any such request to adjust the Guaranteed Maximum Price by Contractor must be made in writing prior to award of the applicable subcontract. Contractor shall be subject to Webvan's prior written approval. In addition, Webvan reserves the right to reject vigilant and proactive in resolving any issues caused by deficient and/or untimely performance by any Subcontractor or any bid with which Contractor has contracted. Contractor’s failure to resolve such issues by properly supervising, coordinating and, if necessary, supplementing the Work of underperforming Subcontractors shall be deemed a Subcontractor at any time prior to awardmaterial breach of this Agreement by Contractor. Webvan shall have five (5) business days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations to approve or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other Subcontractors or bids. After Webvan has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel shall contract, solely in its own name and behalf, and not in the name or behalf of Webvan, with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form Contractor shall provide that the Subcontractor shall perform its portion a true and accurate copy of the DC Project work in accordance each and every fully executed subcontract to Owner, along with all applicable provisions change orders thereto. Except as set forth in Paragraphs 12.4.4 and 12.5 of this Contract Agreement, Contractor shall not impose and the other Contract Documents. In additionhold back a greater percentage of retainage on its Subcontractors than Owner imposes and withholds on Contractor, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution unless previously approved in writing by Bechtel. Webvan's Owner, which approval shall not make Webvan a party to any Subcontractbe unreasonably withheld. 2.5.8.2 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsible

SUBCONTRACTS AND OTHER AGREEMENTS. All 10.1 Those portions of the DC Project work Work that Bechtel the Contractor does not customarily perform with its employees the Contractor's own personnel shall be performed pursuant to written subcontracts and, where applicable, sub-under subcontracts or material purchase orders (collectively, "SUBCONTRACTS") by other appropriate agreements with licensed or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers (collectively, "SUBCONTRACTORS")the Contractor. It is the intention of the parties hereto that Bechtel shall act as a general contractor in connection with Bech▇▇▇'▇ ▇▇▇formance of the Construction Services hereunder. Bechtel shall secure at least three (3) qualified bids from Subcontractors on each item in the construction of a DC Project (excluding those included in the General Work Requirements)All Subcontracts, including, without limitation, those performed purchase orders shall be awarded on the basis of competitive bids submitted by Bechtelprospective Subcontractors according to the following procedure: 10.1.1 Contractor shall invite bids from proposed Subcontractors on a timely basis so as to meet the requirements of the Schedule. Contractor shall notify Architect, unless otherwise agreed Owner's Consultants and Owner of the schedule for requesting bids. Upon receiving such bids, Owner and Contractor shall jointly open such bids. Contractor shall then analyze all such bids and make recommendations to by Webvan. Bechtel shall promptly deliver to Webvan for each DC Project a summary of all bids received, together with Bech▇▇▇'▇ ▇▇▇lysis and recommendations Owner for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of accompanying its recommendation with all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify , (including information concerning the three best bids for the particular trade or material) required for decision upon the award, and certifying that, to the best of Bech▇▇▇'▇ ▇▇▇wledgeits knowledge, each the bid of the recommended proposed Subcontractor is bona fide, complete fair and reasonable. As part If the bids submitted by the Contractor for any trade or portion of its bid analysisthe Work all exceed the budgeted line item therefor in the Project budget, Bechtel the Owner may request, and upon such request the Contractor shall notify Webvan obtain, additional bids. The Owner may designate specific persons or entities from whom the Contractor shall obtain bids; however, the Owner may not prohibit the Contractor from obtaining bids from others. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. 10.1.2 Failure of any bid that deviates Owner to respond to Contractor's recommendation with respect to a particular proposed Subcontractor within fifteen (15) days from the Contract Documents. Webvandate of Owner's approval receipt thereof shall constitute rejection of a bid on a Subcontract shall not constitute approval of a deviation or omission from the Contract Documents. Any approved deviation or omission from the Contract Documents shall occur only such proposed Subcontractor by means of a Change OrderOwner. 2.5.8.1 All Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall be subject to Webvan's prior written approval. In addition, Webvan reserves the right to reject any Subcontractor or any bid of a Subcontractor at any time prior to award. Webvan shall have five (5) business days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations to approve or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other Subcontractors or bids. After Webvan 10.1.3 When Owner has approved or not rejected (as applicable) determined the award of to any such Subcontractproposed Subcontractor, Bechtel Contractor shall contract, Contract solely in its own name and behalf, behalf and not in the name or behalf of Webvan, Owner with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form shall provide that the Subcontractor shall perform its portion of the DC Project work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution by Bechtel. Webvan's approval . 10.1.4 Contractor shall not make Webvan any substitution for any Subcontractor or person or organization who has been approved by Owner unless the substitution is approved by Owner, or unless Subcontractor is guilty of a party to any material breach of its Subcontract. 2.5.8.2 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use . No increase in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and Guaranteed Maximum Cost will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsiblebe granted for any such Contractor-instituted substitution.

SUBCONTRACTS AND OTHER AGREEMENTS. All 10.1 Those portions of the DC Project work Work that Bechtel the Construction Manager does not by mutual agreement of Owner and Construction Manager perform with its employees the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. Owner shall have the right to approve the scope and content of each bid package. The Construction Manager shall obtain bids (at least three in each trade for subcontracts or Work that Construction Manager desires to self-perform, that is in excess of $25,000) from prospective subcontractors and from suppliers of materials or equipment fabricated especially for the Work who have been identified as bidders as provided below in this Section 10.1 and shall deliver such bids to the Architect and the Owner. The identification of bidders for any bid package shall be made either (i) by joint agreement of Owner and Construction Manager; or (ii) if Owner and Construction Manager do not agree upon at least three prospective subcontractors or suppliers for any bid package, such additional subcontractors or suppliers as Owner may, unilaterally and in its sole discretion specify for such bid package. The Owner will determine which bid from the identified bidders will be accepted, provided that, once the GMP for the Work or the Early Work being bid has been agreed between the Owner and the Construction Manager, the lowest bid received shall be accepted unless another bid is mutually agreed upon by Owner and Construction Manager. Construction Manager acknowledges and agrees that the Owner and Architect may be present at bid packaging strategy meetings, pre-bid meetings and at the receipt and evaluation of any subcontract bids and at any subsequent interview meetings held with the apparent low bidders regarding their bid proposals. However, such attendance or failure to attend by the Owner or Architect shall not relieve the Construction Manager of its responsibility to ensure that the bids are responsive and complete and shall not entitle the Construction Manager to any increase in the Guaranteed Maximum Price and/or any Separate GMP, as applicable. As soon as practicable after the receipt and evaluation of the applicable subcontract bids, the Construction Manager will prepare a list of recommended Subcontractors for each category of the Work for the Owner's review and approval. The Owner will identify to the Construction Manager, in writing and with reasonable promptness, the Subcontractor or supplier that Owner has selected If the Construction Manager proposes to replace a Subcontractor or any other person or entity previously selected to perform any portion of the Work, the Construction Manager shall notify the Owner in writing and shall recommend a substitute and the Construction Manager's reasons for proposing the substitute. The Construction Manager shall not contract with any such proposed person without the prior approval of the Owner. There shall be no change in the GMP as a result of substitution of Subcontractors or suppliers after a GMP or separate GMP including the Work involved in the substitution has been agreed. 10.2 Subcontracts or other agreements shall conform to the payment provisions of Sections 12.6 and 12.7, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. Any proposed Subcontract to be awarded on the basis of cost plus a fee shall limit the Subcontractor's recovery of cost to only those costs which are expressly authorized by this Agreement for reimbursement to the Construction Manager. 10.3 All agreements between the Construction Manager and its Subcontractors shall preserve and protect the rights of the Owner under the Contract Documents with respect to the performance of the Work so that the subcontracting thereof will not prejudice such rights. 10.4 The Construction Manager shall pay each Subcontractor, materialman or supplier, within seven (7) days of the receipt of payment from the Owner, out of the amount paid to the Construction Manager pursuant to written subcontracts andthe Construction Manager's Application for Payment, where applicablethe full amount itemized in such Application for Payment as intended for work performed by such Subcontractor, submaterialman or supplier. The Construction Manager shall, by appropriate agreement with each Subcontractor, materialman or supplier, require them to make payments to Sub-subcontracts subcontractors or material purchase orders (collectivelytheir suppliers in similar manner. Construction Manager shall indemnify and hold harmless Owner, "SUBCONTRACTS") with licensed Owner's Lenders, Architect and Owner's Consultants and their respective agents and employees from and against all claims, demands, damages, losses and expenses, including without limitation attorneys fees, paid or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers (collectively, "SUBCONTRACTORS"). It is the intention of the parties hereto that Bechtel shall act as a general contractor incurred by Owner in connection with Bech▇▇▇'▇ ▇▇▇formance the settlement or defense of any claim by a Subcontractor, Sub-subcontractor, materialman or supplier, arising out of or in connection with the failure of Construction Manager to pay as provided herein, any such Subcontractor, Sub-subcontractor, materialman, supplier or any other person with whom Construction Manager has contracted or who is employed directly or indirectly by Construction Manager, provided Construction Manager has been paid, as required by this Contract, for the Work that is the subject of such claim. 10.5 If any Subcontractor refuses to furnish a release or waiver required by Owner, and or any lender, or any title insurance company to either of them (with respect to Work for which the Owner has made payment to the Construction Manager in the amounts required by this Contract) Construction Manager shall either withhold payment from such Subcontractor or furnish a bond for 150% of the amount claimed and in a form satisfactory to Owner and/or any lender or title insurance company to either of them, to indemnify them against any such lien. In the event a Subcontractor files a mechanic's lien or claim for lien against the Project (and provided Owner has paid Construction Manager as required by this Contract for the Work that is the subject of such lien or claim), Construction Manager shall cause such lien or claim for lien to be formally released, bonded against or satisfied. In the event Construction Manager fails to remove, or provide a satisfactory bond with respect to, any such lien or claim, Owner shall have the right to retain out of any payment then or thereafter to become due to Construction Manager 150% of the amount claimed in such lien or claim to indemnify Owner completely against the costs of the lien or claim for lien that may appear at such time in favor of the person making such lien or claim, which amount shall include reasonable allowances for the projected costs, including but not limited to attorneys' fees, to defend any action in connection therewith or deposits which need to be made to have such lien released against the Project. Upon the settlement of such claim, any excess monies held by Owner from such security shall be paid to Construction Manager. Construction Manager shall similarly indemnify, protect, and defend Owner in respect of any lien or claim for lien in favor of any person claiming by, through, or under it, including, among others, its Subcontractors that may appear after Final Payment has been made by Owner to Construction Manager in the amounts required by this Contract. The Construction Manager shall have the right to contest any lien or claim covered by this Section, provided the Construction Manager has bonded over such lien or claim. 10.6 In the event of the termination of this Contract by the Owner because of the default of the Construction Services hereunderManager or for the convenience of the Owner, the Construction Manager shall assign those subcontracts, or purchase or rental agreements, which the Owner, in its sole discretion, directs. Bechtel While this provision shall secure at least three (3) qualified bids constitute a present assignment of Construction Manager's rights with respect to any and all such subcontract agreements and commitments which Owner so chooses to assume, the Construction Manager, upon request from Subcontractors on each item in the construction of a DC Project (excluding those included in the General Work Requirements)Owner, including, without limitation, those performed by Bechtel, unless otherwise agreed to by Webvan. Bechtel shall promptly execute and deliver to Webvan for each DC Project a summary the Owner written assignments of all bids receivedsuch subcontracts, together agreements and commitments which the Owner in its sole discretion so chooses to take by assignment. All of Construction Manager's agreements with Bech▇▇▇'▇ ▇▇▇lysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify that, to the best of Bech▇▇▇'▇ ▇▇▇wledge, each bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel shall notify Webvan of any bid that deviates from the Contract Documents. Webvan's approval of a bid on a Subcontract shall not constitute approval of a deviation or omission from the Contract Documents. Any approved deviation or omission from the Contract Documents shall occur only by means of a Change Order. 2.5.8.1 All Subcontractors and Subcontracts suppliers shall provide for the procurementthis assignment, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall provide that Owner shall only be subject responsible to Webvan's prior written approval. In addition, Webvan reserves the right to reject any Subcontractor or any bid of a Subcontractor at any time prior to award. Webvan shall have five (5) business days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations to approve or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other those Subcontractors or bids. After Webvan has approved or not rejected (as applicable) Suppliers for payment for that work performed after the award date of any such Subcontract, Bechtel shall contract, solely in its own name assignment and behalf, and not in the name or behalf of Webvan, with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form shall provide that the Subcontractor shall perform its portion look solely to the Construction Manager and not to Owner or the Project for the payment of the DC Project any amounts due for work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval performed prior to execution by Bechtel. Webvan's approval shall not make Webvan a party to any Subcontract. 2.5.8.2 All Subcontracts shallsuch assignment, so far as practicable, contain unit prices, markups or for overhead and profit, and the performance of any other feasible formula for use in obligations under the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar applicable subcontract arising prior to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsiblesuch assignment.

SUBCONTRACTS AND OTHER AGREEMENTS. All 10.1 Those portions of the DC Project work Work that Bechtel the CM/GC does not customarily perform with its employees the CM/GC’s own personnel shall be performed pursuant to written subcontracts and, where applicable, sub-under subcontracts or material purchase orders (collectivelyby other appropriate agreements with the CM/GC. The Owner may designate specific persons from whom, "SUBCONTRACTS") with licensed or otherwise properly entities from which, the CM/GC shall obtain bids. For Work exceeding § 10.1.1 Bids shall only be obtained from companies pre-qualified subcontractorsby CM/GC to ensure the company is financially responsible, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessorshas successfully completed equivalent work for others in a quality manner, and material suppliers (collectivelyhas adequate resources and staff. CM/GC will provide to Owner a monthly buyout log of subcontracts. The Owner shall then determine, "SUBCONTRACTORS"). It is with the intention advice of the parties hereto that Bechtel shall act as a general contractor in connection with Bech▇▇▇'▇ ▇▇▇formance CM/GC and Engineer, which bids will be accepted. Any advice of the Construction Services hereunder. Bechtel Engineer, or approval or objection by the Owner, shall secure at least three (3) qualified bids from Subcontractors on each item in not relieve the construction of a DC Project (excluding those included in the General Work Requirements), including, without limitation, those performed by Bechtel, unless otherwise agreed to by Webvan. Bechtel shall promptly deliver to Webvan for each DC Project a summary of all bids received, together with Bech▇▇▇'▇ ▇▇▇lysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify that, to the best of Bech▇▇▇'▇ ▇▇▇wledge, each bid is bona fide, complete and reasonable. As part CM/GC of its bid analysis, Bechtel shall notify Webvan of any bid that deviates from responsibility to perform the Work in accordance with the Contract Documents. Webvan's approval of a bid on a Subcontract The CM/GC shall not constitute approval be required to contract with anyone to whom the CM/GC has reasonable objection, provided the CM/GC objects in writing within seven (7) days. § 10.1.2 Relative to the Owner’s receipt of a deviation the bid analysis spreadsheets, as described in in this Section, it shall be understood that the Owner will not have responsibility to review or omission from respond to any of the technical aspects of the bids or bidders qualifications, or determine whether all bids are complete and in compliance with the Contract Documents. Any approved deviation The Owner is relying exclusively on the CM/GC’s expertise in such review and analysis, and filling holes, coordination of bids with other trades, and establishing the GMP. Under no circumstance shall any Owner review relieve the CM/GC of obligations under the Contract Documents. § 10.1.3 CM/GC shall notify Owner if it intends to self-perform any Work and obtain prior written consent in accordance with this Agreement. CM/GC shall bid all Work prior to self-performing any Work if such Work is not customarily performed with CM/GC’s own personnel. Should the Owner agree to allow the CM/GC to self-perform § 10.1.4 When a specific Subcontractor or omission from supplier (1) is recommended to the Owner by the CM/GC; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents shall occur only by means of without reservations or exceptions, but the Owner requires that another bid be accepted, then the CM/GC may require that a Change Order. 2.5.8.1 All Subcontractors and Subcontracts for Order be issued to adjust the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall be subject to Webvan's prior written approval. In addition, Webvan reserves Guaranteed Maximum Price by the right to reject any Subcontractor or any difference between the bid of a Subcontractor at any time prior the person or entity recommended to award. Webvan shall have five (5) business days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations to approve the Owner by the CM/GC and the amount of the subcontract or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other Subcontractors or bids. After Webvan has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel shall contract, solely in its own name and behalf, and not in the name or behalf of Webvan, agreement actually signed with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form shall provide that person or entity designated by the Subcontractor shall perform its portion of the DC Project work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution by Bechtel. Webvan's approval shall not make Webvan a party to any SubcontractOwner. 2.5.8.2 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsible

SUBCONTRACTS AND OTHER AGREEMENTS. 12.1 All portions of the DC Project work Work that Bechtel Contractor does not perform with its employees shall be performed pursuant to written subcontracts and, where applicable, sub-subcontracts or material purchase orders (collectively, "SUBCONTRACTSSubcontracts") with licensed or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessors, and material suppliers or other materialmen (collectively, "SUBCONTRACTORSSubcontractors"), approved in advance by Owner. It is the intention of the parties hereto that Bechtel shall act as a general contractor in connection with Bech▇▇▇'▇ ▇▇▇formance of the Construction Services hereunder. Bechtel Contractor shall secure and deliver to Owner at least three (3) qualified bids from Subcontractors on each item any and all items in the construction of a DC the Project (excluding those included in the General Work Requirements), including, including without limitation, limitation those performed by BechtelContractor, unless otherwise agreed to by Webvan. Bechtel otherwise, from Owner-approved Subcontractors, and shall promptly deliver to Webvan for each DC Project a summary of Owner all bids receivedreceived in response to such solicitations, together with Bech▇▇▇'▇ ▇▇▇lysis Contractor's analysis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel Contractor shall keep all bid results confidential. Bechtel Contractor shall simultaneously deliver to Owner all data pertinent to Owner's decision and shall certify that, to the best of Bech▇▇▇'▇ ▇▇▇wledgeContractor's knowledge, each the bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel Contractor shall notify Webvan Owner of any bid that deviates from the Contract Documents. WebvanOwner's approval of a bid on a Subcontract shall not constitute approval of a deviation or omission from the Contract Documents. Any approved deviation or omission from the Contract Documents shall occur only by means of a Change Order. 2.5.8.1 All Subcontractors . Subject to Article 5 of the General Conditions, Owner shall determine (with the advice of Contractor and Subcontracts for the procurementArchitect, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment shall be subject to Webvan's prior written approvalif requested by Owner) which bids are acceptable. In addition, Webvan Owner reserves the right to reject any Subcontractor or any bid of a Subcontractor at any time time. 12.2 All Subcontracts in excess of Two Hundred Fifty Thousand Dollars ($250,000) shall be submitted to Owner upon request by Owner prior to awardexecution by Contractor. Webvan Owner shall have five ten (510) business working days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations within which to approve or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other Subcontractors or bidsaward recommendations. After Webvan Owner has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel Contractor shall contract, solely in its own name and behalf, and not in the name or on behalf of WebvanOwner, with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form shall provide that the Subcontractor shall perform its portion of the DC Project work in accordance with all applicable provisions of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment shall be submitted to Webvan for approval prior to execution by Bechtel. WebvanOwner's approval shall not make Webvan Owner a party to any Subcontract. Contractor's Subcontract forms shall be subject to Owner's prior written approval. 2.5.8.2 12.3 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead and profit, and any other feasible formula for use in the determination of the cost of changes in the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar a clause approved by Owner allowing for the direct assignment of each Subcontract to the Contract DocumentsOwner upon termination or full performance of this Agreement. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating Each Subcontract may then be further assigned to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsiblea new general contractor if Owner so elects.

SUBCONTRACTS AND OTHER AGREEMENTS. All 10.1 Those portions of the DC Project work Work that Bechtel the Contractor does not perform with its employees the Contractor's own personnel shall be performed pursuant under subcontracts with Subcontractors. The Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to written subcontracts andthe Architect, where applicablethe Construction Manager and the Owner. The Owner will then determine, subwith the advice of the Contractor and subject to the reasonable objection of the Architect, which bids will be accepted. The owner may designate specific persons or entities from whom the Contractor shall obtain bids; however, if a Guaranteed Maximum Price has been established, the Owner may not prohibit the Contractor from obtaining bids from others. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. 10.2 If a Guaranteed Maximum Price has been established and a specific bidder among those whose bids are delivered by the Contractor to the Architect (1) is recommended to the Owner by the Contractor, (2) is qualified to perform that portion of the Work; and (3) has submitted a bid which conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted; then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner; provided, however, if it is determined that the bid submitted by the Subcontractor recommended by the Contractor was not bona-subcontracts fide, then no adjustment in the Guaranteed Maximum Price shall be made and the Contractor shall nevertheless utilize the Subcontractor recommended by the Owner. 10.3 Subcontracts or material purchase orders (collectively, "SUBCONTRACTS") with licensed or otherwise properly qualified subcontractors, sub-subcontractors, laborers, architects, design professionals, engineers, surveyors, consultants, equipment lessorsother agreements shall conform to the payment provisions of Paragraphs 12.7 and 12.8, and material suppliers (collectivelyshall not be awarded on the basis of cost plus a fee. 10.4 Notwithstanding anything to the contrary contained herein, "SUBCONTRACTORS"). It is and with the intention exception of the parties hereto that Bechtel trades set forth in Exhibit "I", (i) no construction trade related to the Work shall act as be performed unless and until such construction trade has been submitted to a general contractor in connection with Bech▇▇▇'▇ ▇▇▇formance of the Construction Services hereunder. Bechtel shall secure at least competitive bidding process whereby no less than three (3) qualified bids from Subcontractors on each item bona-fide bidders participate in the bidding for such trade, (ii) all such construction trades shall be awarded to the lowest bidder unless otherwise approved or directed by the Owner, and (iii) all subcontracts awarded by the Contractor for the Work shall be written on a "lump sum basis" and not on a "cost plus", "cost of the work" or "reimbursable" basis. Notwithstanding the foregoing, the parties hereby agree as follows: (i) The Contractor may be a DC Project (excluding those included participant in the General Work Requirements)bidding for any construction trade; provided (a) the Contractor may not perform any such trade work unless it submitted the lowest bid, including, without limitation, those performed by Bechtel, unless otherwise agreed to by Webvan. Bechtel shall promptly deliver to Webvan for each DC Project (b) the Contractor's bid must be on a summary of all bids received, together with Bech▇▇▇'▇ ▇▇▇lysis lump sum basis and recommendations for awards. In addition, upon Webvan's request from time to time, Bechtel shall deliver to Webvan complete copies of all bids received and all other pertinent data. Webvan may attend all bid openings. Bechtel shall keep all bid results confidential. Bechtel shall certify that, must be submitted to the best of Bech▇▇▇'▇ ▇▇▇wledgeConstruction Manager one (1) business day prior to the date its competitors' bids are due, each and (c) if the Contractor is awarded any such work because it submitted the lowest bid, the Contractor shall perform all work outlined in its proposal for an amount equivalent to its lump sum bid is bona fide, complete and reasonable. As part of its bid analysis, Bechtel shall notify Webvan of any bid that deviates from the Contract Documents. Webvan's approval of a bid on a Subcontract shall not constitute approval charge the Owner for any such work as a Cost of the Work (other than as a deviation or omission from Cost of the Contract Documents. Any approved deviation or omission from Work which is payment toward the Contract Documents shall occur only by means Contractor's lump sum bid); and (ii) No affiliate of a Change Order. 2.5.8.1 All Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and any additional refrigeration systems or equipment Contractor shall be subject to Webvan's prior written approval. In addition, Webvan reserves deemed a bona-fide bidder for purposes of the right to reject any Subcontractor or any bid of a Subcontractor at any time prior to award. Webvan shall have five (5) business days after it receives Bech▇▇▇'▇ ▇▇▇tten recommendations to approve or disapprove Bech▇▇▇'▇ ▇▇▇ommendations for all Subcontractors and Subcontracts for the procurement, assembly, installation, start-up, testing and calibration of Operating Equipment and other refrigeration systems and equipment and to reject Bech▇▇▇'▇ ▇▇▇ommendations for any other Subcontractors or bids. After Webvan has approved or not rejected (as applicable) the award of any such Subcontract, Bechtel shall contract, solely in its own name and behalf, and not in the name or behalf of Webvanforegoing bidding process, with the specified Subcontractor. Bech▇▇▇'▇ ▇▇▇contract form exception of PCL Civil Constructors, Inc. 10.5 In reference to the selection of Subcontractors, the Construction Manager shall provide that be entitled to participate with the Subcontractor shall perform its portion Contractor in the preparation of the DC Project work instructions to bidders, supplemental instructions to bidders and bid form, and in accordance with all applicable provisions the bid solicitation and selection process, and none of this Contract and the other Contract Documents. In addition, all Subcontracts relating to any Operating Equipment or refrigeration system or equipment above shall be submitted to Webvan for approval prior to execution deemed final until approved by Bechtelthe Construction Manager. Webvan's approval The Contractor shall not make Webvan a party to any Subcontract. 2.5.8.2 All Subcontracts shall, so far as practicable, contain unit prices, markups for overhead receive and profitopen all bids in the presence of the Construction Manager, and any other feasible formula for use in shall share all bid materials received from bidders with the determination of Construction Manager unless otherwise directed by the cost of changes in Owner or the DC Project work and shall contain (where applicable) warranties, conditions and covenants which are substantively similar to the Contract Documents. Upon request by Webvan, Bechtel shall furnish Webvan with copies of all warranties provided by vendors, manufacturers, laborers and material suppliers relating to the Subcontracts and will deliver all warranties at Substantial Completion. Bechtel shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsibleConstruction Manager.