AMD 1996 Annual Report Download - page 109

obtaining COMPANY'S written approval as to the kind and extent of
the Construction Work to be included in the purchase order or subcontract; the
type of purchase order or subcontract and payment schedule; the person to be
favored with the Construction Work; and the amount or amounts to be paid under
each purchase order or subcontract. COMPANY'S approval shall be granted or
denied within ten (10) working days after receipt of the purchase order or
subcontract. If COMPANY fails to approve or disapprove within said period of
ten (10) working days, CONTRACTOR shall have the right to give COMPANY'S
Representative 24-hours notice of COMPANY'S failure in accordance with Section
--------
14.4.4. CONTRACTOR will require and insure that all vendors and
- -------
subcontractors, and their subcontractors, comply with and participate in, all
schedule reporting, performance reporting, cost reporting and dispute resolution
requirements of this Agreement. All subcontracts and purchase orders shall
contain provisions requiring the subcontractors and vendors, upon receipt of
COMPANY'S written demand, or the written demand of any lender providing part or
all of the financing for the Facility, to perform their obligations under such
subcontracts and purchase orders for COMPANY or for such lender, if COMPANY or
such lender takes over the work or terminates the Contract, as hereinafter
provided. CONTRACTOR shall provide to COMPANY or such lender and shall update,
at least monthly, a list of all subcontractors and vendors involved in the
Project.
9.2.2 CONTRACTOR BIDDING ON SUBCONTRACTED WORK. If CONTRACTOR
----------------------------------------
desires to perform any part of the Construction Work (including without
limitation supplying any materials) on a cost plus fee basis, CONTRACTOR shall
do so and the provisions of this Agreement shall apply thereto. If CONTRACTOR
desires to perform any part of the Construction Work (including without
limitation supplying any materials) on a lump sum basis, CONTRACTOR may submit a
bid to COMPANY but only upon the following conditions: (i) all other persons
bidding on such part of the Construction Work shall be informed that CONTRACTOR
will also be bidding; and (ii) COMPANY alone shall select the bidder who shall
perform such part of the Construction Work. If COMPANY selects a bidder other
than CONTRACTOR, CONTRACTOR shall enter into a subcontract or purchase order
with such bidder and shall manage that part of the Construction Work as if
CONTRACTOR had not participated in such bidding. If COMPANY selects CONTRACTOR,
CONTRACTOR shall perform such part of the Construction Work in accordance with
CONTRACTOR'S bid and, to the extent not inconsistent with CONTRACTOR'S bid, in
accordance with the Contract. All warranties and guarantees contained herein
shall apply to such work, whether or not performed by CONTRACTOR.
9.3 NATURE OF COMPANY'S APPROVAL. COMPANY'S approval of any purchase
----------------------------
order or subcontract shall be construed to apply only to the items mentioned in
Sections 9.1 and 9.2 above, unless otherwise expressly stated in such approval,
- ------------ ---
and such approval shall not be construed to alter, amend, or waive any provision
of the Contract.
9.4 CONTRACTOR RESPONSIBLE FOR SUBCONTRACTORS. CONTRACTOR shall be fully
-----------------------------------------
responsible to COMPANY for the acts and omissions (including without limitation
negligence) of its vendors and subcontractors and of persons either directly or
indirectly employed by them. Nothing contained in the Contract Documents shall
create any contractual relation between any subcontractor or vendor and COMPANY.
9.5 COST-PLUS SUBCONTRACTS. Subcontracts and purchase orders may be
----------------------
compensated on a "cost reimbursable" basis only with the prior written consent
of COMPANY. COMPANY may grant or deny its consent based upon COMPANY'S business
judgment exercised in good faith. COMPANY shall grant or deny its consent
within a reasonable period of time.
23
Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997