work and the determination of such amount or time shall be referred to arbitration as herein provided.

All clauses of this Contract shall apply to any changes, omissions, or extra work in like manner and to the same extent as to the work contracted for, and no changes, omissions, or extra work shall annul or invalidate this contract.

ARTICLE VIII. Sub-Contractor shall provide sufficient, safe and proper facilities at all times for the inspection of the work in the field, at shops, or at any other place where materials required hereunder are in course of preparation, manufacture, treatment, or storage by Architect and Contractor; he shall, within twenty-four (24) hours after receiving written notice from Contractor to that effect, proceed to remove from the grounds or buildings all material condemned by Architect, whether worked or unworked, and to take down all portions of the work which Architect or Contractor shall by like written notice condemn as unsound or improper, or as in any way failing to conform to the drawings and specifications, and shall make good all work in other lines damaged by such removal. Sub-Contractor shall provide all transportation, scaffolding, hoist, apparatus, plant, materials and supplies necessary to the execution of his work, and shall be responsible for the construction, maintenance and use of same including damage thereto by fire. Temporary light for general purposes will be furnished by Contractor, but Sub-Contractor shall furnish such portable or special lighting as may be necessary for the execution of his work. He shall clear away all dirt and rubbish caused by his operations as often as requested by Contractor, and shall leave the premises at the termination of his contract in a neat and clean condition. He shall do all cutting and patching necessary to make his work match that of other trades and shall make good his work after them.

ARTICLE IX. Should Sub-Contractor at any time refuse or neglect to supply enough properly skilled workmen, or materials of the proper quality, or fail in any respect to prosecute the work with promptness and diligence, or fail in the performance of any of the agreements herein contained the Contractor shall be at liberty after two (2) days' notice to Sub-Contractor to provide such labor or materials, and to deduct the cost thereof from any money then due or thereafter to become due to Sub-Contractor under this agreement. Contractor shall also be at liberty to terminate the employment of Sub-Contractor, and to enter upon the premises and take possession, for the purpose of completing the work included under_this_agreement, of all the materials, tools and appliances belonging to Sub-Contractor, and to employ any other person or persons to finish the work and to provide the materials therefor; and in case of such discontinuance of the employment of Sub-Contractor, Sub-Contractor shall not be entitled to receive any further payments under this agreement until the entire building shall be wholly finished, at which time, if the unpaid balance of the Price shall exceed the expense incurred by Contractor in finishing this work, such excess shall be paid by Contractor to Sub-Contractor, but if such expenses shall exceed such unpaid balance, Sub-Contractor shall and hereby does agree to pay the difference to Contractor. Nothing in this clause shall be construed as limiting the remedy to Contractor to the provisions of this clause, and failure on the part of Contractor to avail itself of the right under this clause shall not operate as a waiver of any rights obtaining under this agreement.

ARTICLE X. The Price shall be paid by Contractor to Sub-Contractor in current funds and only upon certificates of Contractor's Superintendent or of Architect, as follows:

As the work progresses monthly an amount equal to eighty-five (85) per cent. of the value of the completed work done during the preceding calendar month, provided, that a requisition on a form to be supplied by Contractor be delivered to Contractor on the last day of the month during which the work covered thereby was done and provided further that the unpaid balance of the Price shall at all times be sufficient, in the judgment of Architect or Contractor, to complete the work, and to pay any unpaid liens or claims for which Sub-Contractor is responsible hereunder. SubContractor whenever requested so to do shall submit to Contractor satisfactory evidence of the payment of all indebtedness incurred for material and labor under this contract. The final payment shall be made forty days after completion of the entire building, or such later date as may be necessary in order to go beyond the lien period as may be prescribed by law at that time, upon issuance of certificate from Architect that the building has been done to his satisfaction. This certificate shall be a condition precedent to the right of Sub-Contractor to final payment. If at any time there shall be evidence of any lien or claim for which, if established, Contractor or Owner might become liable, and which is chargeable to Sub-Contractor, Contractor shall have the right to retain out of any payment due or to become due, an amount sufficient completely to indemnify Contractor and Owner against such lien or claim. Should any claim or lien develop after all payments are made, Sub-Contractor shall refund to Contractor all moneys that the latter may be compelled to pay in discharging such claims on the premises made obligatory in consequence of Sub-Contractor's default.

Contractor may, from time to time, in order to expedite the work hereunder, make payments to Sub-Contractor for materials prepared and ready for delivery. If Sub-Contractor is paid for materials before they are delivered at the site, a bill of sale and fire insurance policies protecting Contractor against loss and at option of Contractor a lease upon the premises upon which material paid for is stored, all in form satisfactory to Contractor, shall be furnished by Sub-Contractor at the latter's cost.

ARTICLE XI. No progress payment made under this contract shall be conclusive evidence of the performance of this contract either wholly or in part, and no payment shall be construed to be an acceptance of defective work or improper materials.

ARTICLE XII. Sub-Contractor agrees not to sub-let any portion of the work of this contract or to hypothecate, pledge, or assign_any payments thereunder except by and in accordance with the consent of Contractor.

ARTICLE XIII. Sub-Contractor hereby waives and releases all lien or right of lien now existing, or that may hereafter arise, for work or labor performed or material furnished under this contract under any lien laws upon the building in which this work is being done, the land upon which the same is situated, and upon any money or moneys due or to become due from any person or persons to Contractor, and agrees if so required, to furnish a good and sufficient waiver of lien from every person or persons and corporation furnishing labor or materials for said premises under SubContractor.

ARTICLE XIV. Sub-Contractor agrees to indemnify and save harmless Contractor and Owner of the said building against all damages which they or either of them may sustain by reason of claims for infringement of patents arising out of the work and at his own expense to defend any action brought against Contractor or Owner founded upon the claim of such infringement.

ARTICLE XV. Sub-Contractor shall indemnify and save Owner, Architect and Contractor harmless against all claims for damages to persons growing out of the execution of the work. Until completion and final acceptance of the work Sub-Contractor shall maintain compensation insurance covering employees as required by law and liability insurance against all claims for damages for personal injury or death suffered by persons other than employees and growing out of the execution of the work; such insurance shall be carried in a company or companies acceptable to Contractor, and as to liability insurance in amounts satisfactory to Contractor. Before commencing the work Sub-Contractor shall furnish a certificate from his insurance carrier showing that he has complied with the foregoing provisions of this article and providing that the said insurance policies will not be changed or cancelled during their term until after at least five days' written notice to Contractor. In the event of failure of Sub-Contractor to furnish and maintain such insurance, Contractor shall have the right to take out and maintain the said insurance for and in the name of SubContractor, and Sub-Contractor agrees to pay the cost thereof and to furnish all necessary information to permit Contractor to take out and maintain such insurance for the account of Sub-Contractor. Compliance by Sub-Contractor with the foregoing requirements as to carrying insurance and furnishing certificates shall not relieve Sub-Contractor from liability under this article.

Sub-Contractor shall indemnify and save harmless Owner, Architect and Contractor against all claims for damages to property due to the conduct of Sub-Contractor or his sub-contractors, employees, or agents in or about the said building or the execution of the work, and shall at his own expense defend any suit or action brought against Owner, Architect or Contractor founded upon the claim of such damage.

ARTICLE XVI. Sub-Contractor guarantees Owner and Contractor against any loss or damage arising from any defect in materials or workmanship furnished by him under this contract for a period of.. ...year.. from the date of completion of the entire building. During this period, upon written notice so to do, Sub-Contractor shall proceed with due diligence at his own expense to properly replace any defective material or perform any labor necessary to correct any defect in the work. In case Sub-Contractor fails upon reasonable notice to replace defective materials or perform any labor required under this article, then Owner or Contractor may furnish such materials or labor as are necessary to bring the work up to the standard called for, and Sub-Contractor agrees to reimburse them promptly.

ARTICLE XVII. In case the parties hereto disagree in relation to any clause in this contract, the question shall be referred to a Board of Arbitration consisting of three (3) disinterested parties, one nominated by Contractor, one by Sub-Contractor, these two to select a third. The decision of any two of this Board shall be final and binding on both parties hereto. Each party hereto shall pay one-half (%) of the expense of such reference.

ARTICLE XVIII. The said parties for themselves and their heirs, successors, executors, administrators, or assigns, do hereby agree to the full performance of the covenants herein contained.

IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands and seals the day and year first above written.

[Signatures and Seals]

Form D. Contract between Contractor and Subcontractor— Cost-Plus Contract

THIS AGREEMENT, made....

hereinafter designated the Sub-Contractor, and the. a corporation organized under the laws of.... designated the Contractor,

WITNESSETH that the Sub-Contractor, in consideration of the fulfillment of the agreements herein made by the Contractor, agrees with the said Contractor, as follows:

FIRST. The Sub-Contractor, to the satisfaction of the Contractor and . Architect

shall and will provide all the materials and perform all the work mentioned in the specifications (and addenda thereto, if any) and shown on the drawings prepared by the said Architect,. .and identified

by the signatures of the parties hereto for.

SECOND.-The Sub-Contractor shall abide by the General Conditions contained in the Architect's specifications, insofar as the same relate or may be applied to the work of the Sub-Contractor. When any provision of this contract is at variance with the plans and specifications, this contract shall govern.

THIRD. The Contractor shall furnish to the Sub-Contractor such further drawings or explanations as may be necessary to detail and illustrate the work to be done, and the Sub-Contractor shall conform to the same as part of this contract so far as they may be consistent with the original drawings and specifications referred to and identified, as provided in Article First. It is mutually understood and agreed that all drawings and specifications are and remain the property of the Contractor. The Sub-Contractor shall exercise the utmost diligence to obtain the drawings and information necessary to fulfill the work herein contemplated, and if at any time drawings or information have not been furnished, the Sub-Contractor shall, from time to time, and at frequent intervals, inform the Contractor in writing as to what drawings or information may still be required to complete the work herein contemplated within the time hereinafter specified.

FOURTH. It is further understood and agreed that all workmanship and material entering hereinto shall be subject at all times to the inspection and approval of the Architect, to whom the same shall be made entirely satisfactory and the Sub-Contractor shall provide sufficient, safe and proper facilities at all times for the inspection of the work by the Architect, the Contractor or their authorized representatives. The Sub-Contractor shall, within twenty-four hours after receiving written notice from the Contractor to that effect, proceed to remove from the ground or building all material condemned by the Contractor, whether worked or unworked, and to take down all portions of the work which the Architect or Contractor shall, by like written notice, condemn as unsound or improper or as in any way failing to conform to the drawings and specifications, replacing same with

material and/or workmanship satisfactory to the Architect and/or Contractor, and without additional expense to the Owner or Contractor.

FIFTH. Should the Sub-Contractor at any time refuse or neglect to supply a sufficient number of properly skilled workmen, or sufficient materials of the proper quality, or fail in any respect to prosecute the work with promptness and diligence, or fail in the performance of any of the agreements herein contained, the Contractor shall be at liberty to provide any such labor or materials, and to deduct the cost thereof from any money then due or hereafter to become due to the Sub-Contractor under this contract; and the Contractor shall also be at liberty to terminate the employment of the Sub-Contractor for the said work and cancel this contract and to enter upon the premises and take possession, for the purpose of completing the work comprehended under this contract, of all materials, tools and appliances thereon, and to employ any other person or persons to finish the work and to provide the materials therefor. In case of such cancellation of contract or discontinuance of the employment, the Sub-Contractor shall not be entitled to receive any further payment under this contract until the said work shall be wholly finished, at which time, if the unpaid balance of the amount to be paid under this contract shall exceed the expense incurred by the Contractor in finishing the work, such excess shall be paid by the Contractor to the Sub-Contractor; but if such expense shall exceed such unpaid balance, the Sub-Contractor shall pay the difference to the Contractor.

SIXTH.—Provided the Sub-Contractor be not in default in any of the provisions herein, and in order to expedite the final completion of the building, or general or special work thereon, the Contractor requests the SubContractor to work overtime, it is agreed that the Sub-Contractor shall work said overtime, and it is understood that the Contractor will reimburse the Sub-Contractor for the extra wages paid by the Sub-Contractor for productive labor for such overtime plus liability and compensation insurance thereon, said extra wages to be based upon the established Union rates above the regular Union rates for straight time until said extra wages and liability and compensation insurance theron shall amount to the sum of .DOLLARS, and should said extra wages and said insurance thereon exceed the sum of.. .. DOLLARS the Contractor will reimburse the Sub-Contractor therefor as above, plus 10% on the amount said extra wages and insurance exceeds the sum of said...

DOLLARS. Time slips covering said overtime must be checked and approved by the Contractor's authorized agent at the building. If however, the SubContractor be behind in the work herein contemplated or, in the opinion of the Contractor, delays the progress of the work necessary to complete the building, then if requested by the Contractor, the Sub-Contractor shall use such overtime as may be necessary to keep abreast with the general progress of the work, and the cost and expense incurred by the use of said overtime shall be borne entirely by the Sub-Contractor.

SEVENTH.-Should the Contractor, during the execution of this contract, require the Sub-Contractor to perform any additional work at the building (except overtime as provided in Clause Sixth hereof), upon the basis of cost of labor and material, this Sub-Contractor agrees to and shall execute such extra work and the Contractor will pay the Sub-Contractor there for :(1) The actual net cost to the Sub-Contractor of labor in accordance with the established Union rates.

(2)

The actual cost to the Sub-Contractor of all material, less all savings, discounts, drawbacks, etc.