Specifications

DFCM FORM 7b 042413

CONTRACTOR'S AGREEMENT

PAGE NO. 4

ARTICLE 11. DFCM'S RIGHT TO WITHHOLD CERTAIN AMOUNT AND MAKE USE

THEREOF. The DFCM may withhold from payment to the Contractor such amount as, in DFCM's

judgment, may be necessary to pay just claims against the Contractor or Subcontractor at any tier for

labor and services rendered and materials furnished in and about the Work. The DFCM may apply such

withheld amounts for the payment of such claims in DFCM's discretion. In so doing, the DFCM shall be

deemed the agent of Contractor and payment so made by the DFCM shall be considered as payment

made under this Contractor's Agreement by the DFCM to the Contractor. DFCM shall not be liable to

the Contractor for any such payment made in good faith. Such withholdings and payments may be made

without prior approval of the Contractor and may be also be prior to any determination as a result of any

dispute, PRE, Claim or litigation.

ARTICLE 12. INDEMNIFICATION. The Contractor shall comply with the indemnification

provisions of the General Conditions.

ARTICLE 13. SUCCESSORS AND ASSIGNMENT OF CONTRACT. The DFCM and

Contractor, respectively bind themselves, their partners, successors, assigns and legal representatives to

the other party to this Agreement, and to partners, successors, assigns and legal representatives of such

other party with respect to all covenants, provisions, rights and responsibilities of this Contractor’s

Agreement. The Contractor shall not assign this Contractor’s Agreement without the prior written

consent of the DFCM, nor shall the Contractor assign any moneys due or to become due as well as any

rights under this Contractor’s Agreement, without prior written consent of the DFCM.

ARTICLE 14. RELATIONSHIP OF THE PARTIES. The Contractor accepts the relationship of

trust and confidence established by this Contractor's Agreement and covenants with the DFCM to

cooperate with the DFCM and A/E and use the Contractor's best skill, efforts and judgment in furthering

the interest of the DFCM; to furnish efficient business administration and supervision; to make best

efforts to furnish at all times an adequate supply of workers and materials; and to perform the Work in

the best and most expeditious and economic manner consistent with the interests of the DFCM.

ARTICLE 15. AUTHORITY TO EXECUTE AND PERFORM AGREEMENT. Contractor

and DFCM each represent that the execution of this Contractor's Agreement and the performance

thereunder is within their respective duly authorized powers.

ARTICLE 16. ATTORNEY FEES AND COSTS. Except as otherwise provided in the dispute

resolution provisions of the General Conditions, the prevailing party shall be entitled to reasonable

attorney fees and costs incurred in any action in the District Court and/or appellate body to enforce this

Contractor's Agreement or recover damages or any other action as a result of a breach thereof.

Bid DA14027DFCM

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