Section 18.2Subcontractors. Operator’s Services may be performed by Operator acting in its own name, or by Operator subcontracting portions of such services to Subcontractors or other suppliers as such subcontracting is described in the Annual Operating Budget and Plan.
2.4.1.1. Approvals. As a part of the Work, Contractor shall provide all necessary services related to the bidding of Major Subcontracts by new or replacement Major Subcontractors, including the following: (a) preparing lists of prospective bidders; (b) preparing proposed forms of Subcontract and purchase orders; (c) establishing bid schedules; (d) advertising for bids and developing bidder interest in the Project; (e) furnishing information concerning the Project to prospective bidders; (f) conducting pre-bid conferences; (g) receiving bids and analyzing bids; (h) investigating the acceptability and responsibility of Subcontractors and advising Owner of such evaluations; (i) negotiating with Subcontractors concerning any matter related to the Project; and (j) such other services required by Owner with respect to the bidding process. Within forty-five (45) Days after the Effective Date, Contractor shall submit its procurement process to Owner for approval, which at a minimum shall include a requirement to obtain at least three (3) bids from three competitive bidders for each portion of the Work that is awarded to a Major Subcontractor to the extent commercially available, provided that no such procurement process is required for the Subcontractors listed in Attachment G. Contractor shall be responsible for Major Subcontractor bid solicitation, scope confirmation, and bid evaluation and shall keep all bids, scoping documents and evaluations in an organized format and available to Owner at any time. Contractor shall prepare, on a form acceptable to Owner, an Owner authorization sheet which summarizes Contractor’s proposed award to a Major Subcontractor. Contractor shall obtain Owner authorization prior to the award of any Major Subcontract (unless such Major Subcontract is with a Subcontractor listed in Attachment G, as such Subcontractors have already been approved), but such Owner approval shall not relieve Contractor of its responsibility of Subcontractors. Contractor shall also ensure that all Major Subcontractors include in their Subcontracts with Major Sub-subcontractors the requirements in this Section 2.4.1.1.
2.4.3. Other Additional Proposed Subcontractors and Sub-subcontractors. For any Subcontractor not covered by Section2.4.1, Contractor shall, within fifteen (15) Days prior to the selection of any such Subcontractor, notify Owner in writing of the selection of such Subcontractor and inform Owner generally what portion of the Work such Subcontractor is performing at the Site.
3.9 Clean-up. Contractor shall, to Owner’s satisfaction, at all times keep the Site free from all waste materials or rubbish caused by the activities of Contractor or any of its Subcontractors or Sub-subcontractors. Contractor shall clean up all such waste materials or rubbish at Owner’s request with reasonable notice as described further in Attachment A. As soon as practicable after the completion of all Punchlist items, Contractor shall with respect to such Work remove, all Construction Equipment and other items not constituting part of the Project and remove trash, debris, and scrap produced by Contractor which shall be properly disposed of in Owner supplied receptacles and all waste material and demolished equipment will be removed to the suitable lay down yard at the Site in accordance with all Permits and this Agreement. In the event of Contractor’s failure to comply with any of the foregoing, upon forty-eight (48) hours written notice to Contractor, Owner may accomplish the same; provided, however, that Contractor shall be liable for and pay to Owner (directly, by offset, or by collection on the Letter of Credit, at Owner’s sole discretion) all costs associated with such removal or restoration.
Subcontractors and Sub-subcontractors and disposal of such Hazardous Material from the Site by Contractor or its Subcontractors or Sub-subcontractors. Notwithstanding anything to the contrary in the foregoing, Contractor will have no liability or responsibility for any release, clean-up, remediation, transportation, or disposal of any Hazardous Materials existing at the Site that pre-date Contractor’s or its Subcontractors’ or Sub-subcontractors’ commencement of any Work at the Site (the “Pre-Existing Hazardous Materials”), and as between Owner and Contractor, Owner will retain all responsibility for Pre-Existing Hazardous Materials, except to the extent of Contractor’s or any Subcontractor’s or Sub-subcontractor’s negligent or otherwise wrongful handling, disturbance, transport, storage, disposal, aggravation or exacerbation of such Pre-Existing Hazardous Materials.
iii. Design and implement a strategy to respond to identified risks Findings of the supply chain risk assessment were, and continue to be, reported to senior management of the Company. Throughout the course of its risk mitigation efforts, the Company is continuing trade with current suppliers and subcontractors. For those responses that are identified as incomplete or as uncertain in terms of reliability, the Company is continuing to contact suppliers and subcontractors for information and to track their responses.
5. LOWER TIER SUBCONTRACTORS. Subcontractor shall not utilize any lower tier subcontractor Without first obtaining RPM's written consent. Subcontractor may request RPM's approval by completing and Submitting to RPM the Subcontractor's Request for Consent to Use Lower Tier Subcontractor and Certification {Available Upon Request). Nothing in this Agreement shall create any contractual relationship between RPM and any Lower tier subcontractor or any obligation on the part of RPM to pay or to see the payment of any monies due any Lower tier subcontractor.
(f) RPM and Subcontractor waive all rights against each other and any of their respective consultants, and subcontractors, agents and employees, for damages caused by perils to the extent covered by the proceeds of the Insurance provided herein, except such rights as they may hove to the insurance proceeds. The Subcontractor shall require by appropriate agreements, written where legally required for validity, similar waivers from its subcontractors. Subcontractor's insurance policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had on insurable interest in the property damaged.
5.1 O&M Employees; Subcontractors. Operator and its Affiliates shall identify, recruit, interview, and, subject to Owners approval, hire or engage the O&M Employees and any Subcontractors. Operator shall cause all O&M Employees to be, and ensure that all persons providing services through Subcontractors are, qualified (and if required, licensed) in the duties to which they are assigned. The working hours, rates of compensation, and all other matters relating to the engagement of the O&M Employees and any Subcontractors shall be determined in accordance with any Approved Budget.
14.1 Owners Insurance. Owner shall obtain, or cause to be obtained, and maintain such insurance for (i)physical loss or damage to the Facility and (ii)general liability insurance relating to the Facility as described in Schedule 2 to the extent that such insurance is available to Owner on commercially reasonable terms and conditions. Operator and lenders shall be named as an additional insured on each policy of insurance required herein. Promptly after having obtained such policy or policies, Owner shall provide Operator with copies of such policies. The insurance maintained by Owner shall contain a clause to the effect that the insurers have agreed to waive all rights of subrogation against Operator and its Subcontractors other than with respect to gross negligence or willful misconduct of Operator, to the extent separate policies are procured by Owner and Operator, or its Subcontractors. Owner shall provide notice to Operator within ten (10)days of it receiving any notice of cancelation, non-renewal or any material reduction in coverage or limits with respect to any policy required to be in place pursuant to Schedule 2. All policies obtained by Owner relating to the Facility (other than policies covering third party liability) shall be primary to any insurance taken out by Operator covering the same risks to the extent separate policies are procured by Owner and Operator. All policies obtained by Operator relating to the Facility and covering third party liability shall be non-contributory and primary to any insurance taken out by Owner covering the same risks to the extent separate policies are procured by Owner and Operator.
2.3 Subcontractors and Sub-subcontractors. Owner acknowledges and agrees that Contractor intends to have portions of the Work performed by Subcontractors pursuant to written Subcontracts between Contractor and such Subcontractors, and that such Subcontractors may have certain portions of the Work performed by Sub-subcontractors. All Subcontractors and Sub-subcontractors shall be reputable, qualified firms with an established record of successful performance in their respective trades performing identical or substantially similar work. All Subcontracts and Sub-subcontracts shall be consistent with the terms and provisions of this Agreement. NO SUBCONTRACTOR OR SUB-SUBCONTRACTOR IS INTENDED TO BE OR SHALL BE DEEMED A THIRD-PARTY BENEFICIARY OF THIS AGREEMENT. Contractor shall be fully responsible to Owner for the acts and omissions of Subcontractors and Sub-subcontractors and of Persons directly or indirectly employed by any of them, as Contractor is for the acts or omissions of Persons directly or indirectly employed by Contractor. The Work performed by any Subcontractor or Sub-subcontractor is subject to inspection by Owner, Lender and their representatives to the same extent as the Work of Contractor. All Subcontractors and Sub-subcontractors and their respective personnel are to be instructed by Contractor in the terms and requirements of Owner-approved safety and environmental protection policies and procedures and shall be expected to comply with such policies and procedures. In the event that any personnel do not adhere to such policies and procedures, such personnel shall be removed by Contractor. In no event shall Contractor be entitled to any Contractors Compensation or any adjustment in the Project Schedule as a result of compliance with such policies and procedures or any removal of personnel necessitated by non-compliance. Nothing contained herein shall (i)create any contractual relationship between any Subcontractor and Owner, or (ii)obligate Owner to pay or cause the payment of any amounts to any Subcontractor.
B. Additional Proposed Subcontractors. In the event that Contractor is considering the selection of a Subcontractor or Sub-subcontractor not listed on Attachment P that would qualify as a Major Subcontractor or Major Sub-subcontractor, Contractor shall (i)notify Owner of its proposed Major Subcontractor or Major Sub-subcontractor as soon as possible during the selection process and furnish to Owner all information reasonably requested by Owner with respect to Contractors selection criteria (including copies of bid packages furnished to prospective Major Subcontractors and Major Sub-subcontractors and the qualifications and responding bids of the proposed Major Subcontractors or Major Sub-subcontractors) , and (ii)notify Owner no less than one (1)Business Day prior to the execution of a Major Subcontract with a Major Subcontractor or Major Sub-subcontract with a Major Sub-subcontractor not listed on AttachmentP. Owner shall have the discretion, not to be unreasonably exercised, to reject any proposed Major Subcontractor or Major Sub-subcontractor not listed on AttachmentP for a Major Subcontract or Major Sub-subcontract in a timely manner. Contractor shall not enter into any Major Subcontract with a proposed Major Subcontractor or Major Sub-subcontract with a Major Sub-subcontractor that is rejected by Owner in accordance with the preceding sentence.
C. Other Additional Proposed Subcontractors and Sub-subcontractors. For any Subcontractor or Sub-subcontractor not covered by Sections2.4A or 2.4B, Contractor shall, within fifteen (15)Days prior to the selection of any such Subcontractor or Sub-subcontractor, notify Owner in writing of the selection of such Subcontractor or Sub-subcontractor and inform Owner generally what portion of the Work such Subcontractor or Sub-subcontractor is performing.
3.5 Clean-up. Contractor shall, to Owners satisfaction, at all times keep the Site free from all waste materials or rubbish caused by the activities of Contractor or any of its Subcontractors or Sub-subcontractors. Without limitation of the foregoing, Contractor shall clean up all such waste materials or rubbish at Owners request with reasonable notice. As soon as practicable after the completion of all Punchlist items, Contractor shall with respect to such Work remove all Construction Equipment and other items not constituting part of the Facility and remove all waste material and rubbish from the Site and restore the Site in accordance with all Permits and this Agreement. In the event of Contractors failure to comply with any of the foregoing, Owner may accomplish the same; provided, however, that Contractor shall be liable for and pay to Owner (directly or by offset, at Owners sole discretion) all costs associated with such removal and/or restoration.
SuddenandAccidental(GL/Umbrella)Limits: US$ 20,000,000 each incident US$ 20,000,000 aggregate (8)Contractors Equipment Floater.Contractor shall maintain or self-insure, and shall cause all Subcontractors and Sub-subcontractors to maintain, equipment insurance covering all Construction Equipment (whether owned, rented, or borrowed) of Contractor, its Subcontractors or Sub-subcontractors.It is understood that this coverage shall not be included under an Owners builders risk policy.
6.2 Subcontractors. Owner shall reimburse Contractor as a Reimbursable Cost for the actual invoiced cost to Contractor (without Contractor Fee, Corporate Overhead or markup and net of any trade or volume discounts or rebates to Contractor) and paid by Contractor to Approved Subcontractors engaged in accordance with Sections 2.3 and 2.4 of the Agreement. If any part of the Work is performed by any Subcontractor that is an Affiliate of Contractor, then Owner shall pay Contractor as if the personnel of the Affiliate were Reimbursable Personnel of Contractor, on the basis of Hourly Rates, and not as a reimbursable cost for Subcontractors. All hourly rates chargeable by any Subcontractor shall be Approved.
B. Additional Proposed Subcontractors. In the event that Contractor is considering the selection of a Subcontractor or Sub-subcontractor not listed on Attachment P that would qualify as a Major Subcontractor or Major Sub-subcontractor, Contractor shall (i)notify Owner of its proposed Major Subcontractor or Major Sub-subcontractor as soon as possible during the selection process and furnish to Owner all information reasonably requested by Owner with respect to Contractors selection criteria (including copies of bid packages furnished to prospective Major Subcontractors and Major Sub-subcontractors and the qualifications and responding bids of the proposed Major Subcontractors or Major Sub-subcontractors), and (ii)notify Owner no less than thirty (30)Days prior to the execution of a Major Subcontract with a Major Subcontractor or Major Sub-subcontract with a Major Sub-subcontractor not listed on Attachment P. Owner shall have the discretion, not to be unreasonably exercised, to reject any proposed Major Subcontractor or Major Sub-subcontractor not listed on Attachment P for a Major Subcontract or Major Sub-subcontract. Contractor shall not enter into any Major Subcontract with a proposed Major Subcontractor or Major Sub-subcontract with a Major Sub-subcontractor that is rejected by Owner in accordance with the preceding sentence. Owner shall undertake in good faith to review the information provided by Contractor pursuant to this Section 2.4B expeditiously and shall notify Contractor of its decision to accept or reject a proposed Major Subcontractor or Major Sub-subcontractor as soon as practicable after such decision is made. Failure of Owner to accept a proposed Major Subcontractor or Major Sub-subcontractor within thirty (30)Days shall be deemed to be a rejection of such Major Subcontractor or Major Sub-subcontractor.
Contractor may be required at times to reschedule proposed work due to conflict with crafts and/or subcontractors. Reschedule or change of schedule due to conflict with crafts and/or subcontractors shall not warrant Contractor a change order if Contractor suffers no downtime.
Contractor will coordinate and manage all 3rd party subcontract activities for all sites. The Contractor will provide a direct point of contact and agreed means of communication to the subcontractors. The Contractor will confirm with the various subcontractors when installation and or service will be required.
6.3 Subcontractors. Owner shall reimburse Contractor as a Reimbursable Cost the actual invoiced cost to Contractor for Work performed by Subcontractors, plus Corporate Overhead and Contractor Fee, and net of any trade or volume discounts or rebates to Contractor. Invoices will be paid by Contractor to approved Subcontractors engaged in accordance with Sections 2.3 and 2.4 of the Agreement.
Safety Fence 6.3 Subcontractors. Owner shall reimburse Contractor as a Reimbursable Cost for the actual invoiced cost to Contractor and paid by Contractor to Approved Subcontractors engaged in accordance with Sections 2.3 and 2.4 of the Agreement, net of any trade or volume discounts or rebates to Contractor, plus Contractor Fee and Corporate Overhead on such costs. If any part of the Work is performed by any Subcontractor that is an Affiliate of Contractor, then Owner shall, at Owners option, (i)pay Contractor as if the personnel of the Affiliate were Reimbursable Personnel of Contractor, on the basis of Hourly Rates, and not as a reimbursable cost for Subcontractors (with all hourly rates chargeable by any Subcontractor Approved), or (ii)subject to Owners review and Approval, allow Contractor to execute a fixed-price contract for which Contractor shall be reimbursed for payments made in accordance with the terms of such approved fixed-price contract but Contractor shall not be entitled to assess Contractor Fee, Corporate Overhead, or other Allowable Costs or any other markup on any amounts set forth therein. For purposes of subsection (ii)above, the Parties agree that Contractors Affiliates Buffalo Gap I&E and Rocky Mountain Industrial Insulation are approved for fixed-price contracts of $4,994,032 and $679,136, respectively.
3.9Clean-up.Contractor shall keep the Site free from all waste materials or rubbish caused by the activities of Contractor or any of its Subcontractors or Sub-subcontractors.As soon as practicable after the completion of all Punchlist items, Contractor shall remove, at its own cost, all Construction Equipment and other items not constituting part of the Facility (other than as required by Contractor to fulfil its obligations under Section 12.3A) and remove all waste material and rubbish brought on to or generated by Contractor from the Site and restore the Site in accordance with this Agreement.In the event of Contractor’s failure to comply with any of the foregoing, Owner may accomplish the same; provided, however, that Contractor shall be liable for and pay to Owner (directly, by offset, or by collection on the Letter of Credit, at Owner’s sole option) all reasonable costs associated with such removal and/or restoration, including costs associated with permitting, transportation and disposal at an authorized location.
B.Additional Contractor Texas Sales and Use Tax Responsibilities. For Texas Sales and Use Tax purposes, Contractor shall be considered a retailer of all Equipment incorporated into the Work. Contractor shall issue a valid Texas Sales and Use Tax resale exemption certificate for such Equipment to its Subcontractors, and Contractor shall not pay, consistent with such exemption certificate, any sales and use tax on such Equipment to Subcontractors.Notwithstanding the foregoing, Contractor shall remain responsible for the payment of all Taxes on account of the Work, including Texas Sales and Use Tax on any purchase, lease or rental of construction equipment and on any other purchases related to Work other than the Equipment.
The Project quality plan shall identify a program of quality audits to be performed. Owner will be given notification of the scope and date of planned quality audits specified in the Project quality plan to enable Owner’s participation in non-commercial quality audits as an observer. The quality auditing will cover key Contractor Project activities, including the activities of Major Subcontractors and Major Sub-subcontractors. If a noncompliance is identified during a quality audit, Contractor shall inform Owner on the corrective action to be taken, report status updates, and inform when the corrective action is closed out, as part of monthly progress reporting. Where the Contractor performs ad-hoc non-commercial internal quality audits without invitation to the Owner, then any corrective actions and follow-up will be shared with Owner, as part of monthly progress reporting.
Schedule B-2 provides a representative listing of the requirements for Equipment Subcontractor documentation and descriptions of the contents of such documentation to be provided by Equipment Subcontractors.Contractor shall distribute to Owner the Equipment Subcontractor documentation in Schedule B-2 in accordance with the timing defined by Schedule B-2. For purposes of this Attachment B, “Equipment Subcontractor” shall mean any Subcontractor or Sub-subcontractor that manufactures or supplies Equipment.
Owner shall procure for Contractor, its Subcontractors and its Sub-subcontractors an additional insured endorsement under this policy.A waiver of subrogation will be provided in the policy in favor of Contractor, Subcontractors and its Sub-subcontractors.The additional insured endorsement shall be in effect, at a minimum, prior to RLFC of Train 1 through Substantial Completion of Train 2.
Subcontractor construction execution performance shall be monitored through regular progress meetings between Contractor and Subcontractors. Subcontractor quality audits shall be performed by Subcontractors. Contractor may conduct quality audits on Subcontractors work in accordance with the Contractor’s internal quality audit schedule to evaluate their quality plan implementation.
Owner shall procure for Contractor, its Subcontractors and its Sub-subcontractors an additional insured endorsement under this policy.A waiver of subrogation will be provided in the policy in favor of Contractor, Subcontractors and its Sub-subcontractors.The additional insured endorsement shall be in effect, at a minimum, prior to RLFC.
(b) Contractor further agrees to pay all taxes, charges and fees levied or assessed on Contractor by any Governmental Authority in connection with or incident to the performance of the Work or this Contract, including but not limited to unemployment insurance, withholding taxes, social security taxes, old age benefits and other social security benefits and taxes upon wages of Contractor, its agents, employees and representatives. Contractor agrees to reimburse Company on demand for all such taxes, fees, licenses and charges that Company may be required or deem it necessary to pay on account of the agents, employees and representative of Contractor or its subcontractors. Notwithstanding anything in this Section12(b), Company shall pay all applicable sales tax to Contractor, and Contractor shall remit the same to the correct authority.
(a) Contractor shall be responsible for the safety of the agents, employees and representatives of Contractor or its subcontractors, and for the invitees and guests of Contractor or its subcontractors. Company shall provide Contractor with any information related to the activities at a Site and to any safety rules applicable to a Site and will provide Contractor with training materials for safety that it provides to its agents, employees and representatives or to any invitees and guests of Contractor or its subcontractors at the Site.
Subcontractor shall mean a Person who has a direct contract with Contractor to perform any of the Work (including, equipment leases and Material purchase agreements) as well as Suppliers, distributors, manufacturers, distributors and sub-subcontractors of Subcontractors. A reference to Subcontractor includes the above-referenced parties at any tier.
3.12.4 Contractor shall promote and endeavor to maintain a workable and cooperative relationship among Subcontractors. Contractor shall take all steps necessary and appropriate to enforce the Subcontracts as needed to perform the Work to be performed thereunder.
3.12.6 Subject to the terms of this Section3.12.6, it is Contractors obligation, without recovering as a Cost of the Work or being entitled to an adjustment to the Incentive Benchmark, to take all commercially reasonable steps available to prevent any persons performing the Work from engaging in any disruptive activities such as strikes, picketing, slowdowns, job actions or work stoppages of any nature or ceasing to work due to picketing or other such activities, which steps shall include, without limitation, (a)execution of an appropriate project agreement with appropriate trade unions prohibiting all such activities on or about the Site, (b)working with any trade unions to avoid any labor interruptions or delays, (c)establishing a neutral or reserved gate in the event of a picket or strike, (d)engaging temporary replacement labor to overcome any picket or strike, and (e)taking all steps to prevent a Subcontractor or its employees from taking labor action (including striking, picketing or otherwise causing labor disharmony) during the performance of the Work, including enforcing the terms of Subcontracts against Subcontractors. Strikes and pickets by employees of Contractor or Subcontractors in sympathy with other striking or picketing unions shall not be permitted by Contractor. With respect to subsection (d)above, Contractor may seek recourse from the Allocation pursuant to Section2.1(b) of Schedule F. Nothing in this Section3.12.6 deprives Contractor of its rights with respect to the occurrence of an event described in clause (xi)of the definition of Force Majeure.
5.3.6.3 If the impact of the event of Force Majeure is likely to continue for sixty (60)Days, MSG may direct Contractor and its Subcontractors to demobilize from the Site and MSG shall pay [*****] of the reasonable and actual costs of demobilization of Contractor and its Subcontractors. Contractor shall be responsible for the other [*****] of such costs.
Contractor shall maintain, and shall cause any of Contractors subcontractors to maintain, a true and correct set of records pertaining to services performed in compliance with any Order and all transactions related thereto, and retain all such records for a period of not less than two (2)years after completion of services performed. Company may, at its expense, require Contractor, or any of Contractors subcontractors, at any time within said two year period to furnish sufficient evidence, with documentary support, to enable Company to verify the correctness and accuracy of payments to Contractor or such subcontractors. Within the time limit herein established, Company may, following written notice to Contractor or such subcontractor, examine the non-confidential, non-privileged accounts, invoices, tickets and other documents exclusively related to services performed hereunder, or pursuant to any other Order previously executed between the parties hereto, in order to verify the accuracy and compliance with this provision. Companys right to inspect records concerning Work does not waive, alter or otherwise affect the obligations of Company regarding payment as set forth above. Company shall have no right to audit the books of Contractor either as to (i)the components of Contractors rates/prices, (ii)rates/prices charged to Contractors other customers, or (iii)rates/prices vendors charge to Contractor unless the vendor charges are reimbursable items under the Order.
Section 2.13 Subcontractors. Servicer agrees that if it employs Subcontractors pursuant to the terms of this Origination Agreement, Servicer will advise Lender accordingly and will ensure the compliance of all Subcontractors with the terms of this Origination Agreement (including but not limited to ensuring compliance by such Subcontractors with the confidentiality, audit, and insurance (at customary levels for a business of the nature of the Subcontractor) requirements set forth in this Origination Agreement).
Section 7.14 Indemnification. Notwithstanding any other provision of this Origination Agreement, for separate additional consideration, the receipt and sufficiency of which are hereby acknowledged, to the fullest extent permitted by law, each Party (the “Indemnifying Party”), hereby agrees to indemnify and hold harmless the other Party, its affiliates, officers, directors, managers, employees and agents (collectively referred to herein as the “Indemnified Parties”) and defend at the Indemnifying Party’s cost, which will be promptly paid upon demand, from and against any and all losses, liabilities, claims, demands, damages, and all costs and expenses relating to such losses, liabilities, claims, demands and damages (including, without limitation, out-of-pocket costs of investigation; costs of litigation; court costs; penalties; fines; taxes; charges; fees; settlements; licensing fees; judgments; discovery costs; consultants’, experts’, and witnesses’ fees and expenses; interest; and reasonable attorney fees and expenses, specifically including any fines or penalties imposed on Lender by a federal or state bank regulatory agency, the United States Department of Justice, State Regulators, State Attorney Generals, the Federal Trade Commission or the Consumer Financial Protection Bureau) of every, kind, nature and description sustained or incurred by the Indemnified Parties, or any of them, that arise out of or relate to any Default, misrepresentation, breach, nonperformance or the inaccuracy of any representation, warranty, covenant or other obligation by the Indemnifying Party made, owed or contained in this Origination Agreement or in any schedule, certificate or other document executed by the Indemnified Parties in connection with this Origination Agreement, the Servicing Agreement, the Program Agreements or the transactions contemplated herein, and the Indemnifying Party’s acts in performing its obligations herein or any act or omission of any Subcontractors. The Indemnified Party shall have the right to choose counsel which shall not be rejected by the Indemnifying Party unless the choice of counsel is unreasonable. Without the Indemnified Party’s consent, the Indemnifying Party will not settle any claim or demand unless such settlement includes a release of the Indemnified Party and does not contain any admission of wrongdoing.
Section 2.06 Subcontractors. Servicer agrees that if it employs Subcontractors pursuant to the terms of this Servicing Agreement, Servicer will advise Lender accordingly and will ensure the compliance of all Subcontractors with the terms of this Servicing Agreement (including but not limited to ensuring compliance by such Subcontractors with the confidentiality, audit, and insurance (at customary levels for a business of the nature of the Subcontractor) requirements set forth in this Servicing Agreement). If Servicer is utilizing Subcontractors to provide services pursuant to this Servicing Agreement, then Servicer acknowledges that it has overall accountability for all services that its Subcontractors provide to Servicer in the fulfillment of this contract. Servicer represents and warrants that, prior to the execution of this Servicing Agreement, it has provided Lender with a copy and/or summary of its policies, procedures and/or processes for engaging and monitoring its Subcontractors and assessing its Subcontractors’ financial condition to fulfill any of Servicer’s contractual obligations to provide services pursuant to this Servicing Agreement (its “Assessment Program”). Servicer further represents and warrants that it will provide Lender with a copy of its Assessment Program any time a material change is made or upon request. Servicer’s failure to comply with this subsection (ii) shall be deemed a breach of this Servicing Agreement and grounds for termination for cause by Lender pursuant to Section 4.01(b) hereof (in accordance with the terms thereof).
more than minimal interruption in the event of a disaster, casualty, and/or any other contingency contemplated by such business continuity plan. Servicer’s business continuity plan shall identify Servicer’s key Subcontractors, if any, and shall account for temporary and permanent failures by those Subcontractors. Servicer agrees to the following: (i) Lender may audit Servicer’s business continuity plans; (ii) upon Lender’s reasonable request, Servicer shall make available to Lender for the purpose of responding to questions concerning Servicer’s business continuity plan, one or more Servicer representatives who are knowledgeable about Servicer’s business continuity plan, the manner in which it is tested, and the manner in which it would be implemented in the event of a disaster or other material interruption of Servicer’s businesses; and (iii) Servicer shall provide to Lender upon Lender’s reasonable request, the results of its most recent business continuity plan test within thirty (30) days following Lender’s request. Servicer shall use its best efforts to resume performance under this Servicing Agreement as soon as possible after any disaster or other material interruption of Servicer’s business; provided, that no such disaster, casualty, or other contingency shall operate to limit, diminish, abrogate, or delay the exercise of any rights or remedies of Lender in the event of any failure of Servicer to perform this Servicing Agreement in accordance with the terms, provisions, and conditions hereof. Servicer’s failure to maintain in place and periodically test a business continuity plan that meets the requirements set forth in this Section 2.10 shall constitute a breach of the representations, warranties and covenants of Article V of this Servicing Agreement.
14.No Subcontractors. Greensky will not assign or subcontract any of its obligations under this Agreement to any third party without the express written consent of Comdata.
Consultant shall expressly advise the Assistants of the terms of this Agreement and shall require each Assistant to abide by the confidentiality requirements of this Agreement. Consultant may recommend that the Company engage with third party contractors, subcontractors and/or consultants (hereinafter referred to as Subcontractors). The use of such Subcontractors shall be approved in advance and in writing by the Company, such approval not to be unreasonably withheld. Consultant shall pay for the fees of the Subcontractors. However, Company agrees to reimburse all such fees for the Subcontractors, within thirty (30)days of receipt of an invoice for such fees. Consultant and/or its Assistants will review and oversee work done by Subcontractors. In the event that the Company permits Consultant to use the services of one or more Subcontractors, Consultant shall be liable for any breach of the provisions of this Agreement by its Subcontractors. In no event shall Consultant, or any Assistant, Subcontractor, partner, agent, employee of Consultant, perform any portion of the Services outside the United States of America, except upon the request or with the prior approval of the Company.
4.2Unless otherwise specified, Company may use Subcontractors to conduct some or all elements of a Work Order, provided that, Company must notify Client of the name of such Subcontractors and must obtain consent from the Client in advance of its use of Subcontractors. Company must also state the details (such as name, email, phone number) of any such Subcontractor used and, to the extent available, attach the relevant contract between such Subcontractor in the Work Order.
Subcontractors. For the avoidance of doubt, a subcontractor who is retained in connection with the provision of Accolades Service Management Services, set forth on ExhibitC. shall not be subject to this Section3.1.11; provided, however, that regardless of whether such subcontractors have been retained for the purpose of providing medical services to Members or not, Accolade shall be responsible for its own subcontractors in connection with the performance of Services and shall ensure that Accolades contracts with such subcontractors require such subcontractors to comply with applicable law at all times while performing any part of the Services. For Accolades subcontractors who are practicing medicine, Accolade shall require evidence of proper licensing and adequate insurance on an annual basis, and shall share such evidence with Comcast upon request.
8.1.5 Accolade shall indemnify, defend and hold Comcast harmless from any allegation, claim, suit, action or proceeding against Comcast or any of its Affiliates, officers, directors, members, employees, contractors and/or agents, arising from any violation of this Section8.1 by Accolade or its subcontractors. Failure of Accolade or its subcontractors to comply with this Section8.1 may [***]. In the event of [***].
2.6Verastem Retained Rights. Notwithstanding the exclusive nature of the License, Verastem expressly retains the rights to use the Verastem IP in the Field in the Territory to the extent necessary to perform its obligations under this Agreement and to Develop and Manufacture Licensed Compound and Licensed Products in the Territory (solely for Commercialization of Licensed Products outside the Territory), in each case whether directly or through its Affiliates, Third Party Licensees or Subcontractors. For clarity, and without limiting the foregoing, Verastem retains the exclusive right to practice, license and otherwise Exploit the Verastem IP outside the scope of the License (e.g., outside the Field or outside the Territory).
to Licensee all intellectual property made, discovered, developed or otherwise created by such Subcontractor in the course of performing such subcontracted work, which intellectual property will be owned in accordance with Section 11.1. Licensee shall cause its Subcontractors to implement and maintain inventor reward and remuneration policies and agreements, as required by Applicable Law, sufficient to supersede any inventor claim that such inventor is entitled to any reward or remuneration for any such intellectual property. Licensee shall remain directly responsible for any obligations under this Agreement that have been delegated or subcontracted to any Subcontractor and shall be directly responsible for the performance of its Subcontractors. Any breach of the terms or conditions of this Agreement by any Subcontractor of Licensee shall be deemed a direct breach by Licensee of such terms or conditions.
Contractor will comply with all laws and regulations applicable to Contractor in performing Contractors obligations under this Agreement and will cooperate, to the extent reasonably necessary, with Gogo, at no cost or charge to Gogo or United, for Gogo and Gogo subcontractors to comply with all laws and regulations applicable to Gogo and its subcontractors. Contractor will also provide Gogo or its subcontractors, at no cost or charge to Gogo or United, with access to the Equipped Aircraft and provide such assistance as Gogo reasonably requests to obtain and maintain any legally required certification of the Wi-Fi Equipment and Gogo Services at all times during the Term.
7.6. Control over employees and subcontractors. LESSOR shall submit to LESSEE, whenever requested, within seven (7) days as from the notice sent to LESSOR, (i) the list of its employees and/or SUBCONTRACTORS; as well as (ii) copies of the Debt Clearance Certificate issued by the Brazilian Social-Security Authority (CND-INSS), of the Guarantee Fund for Length of Service Regularity Certificate (CRF-FGTS) and of the Labor Debt Clearance Certificate (CNDT) - labor debts regarding employees and SUBCONTRACTORS in relation to the services, under penalty of suspension of payment of the Monthly Lease Price up to regularization of the situation at the discretion of LESSEE.
10.6. Documentation of subcontractors. In addition, GY BRASIL shall require from each subcontractor: (i) insurance policies relevant to the activity performed by the respective subcontractor, covering regularity, quality of activities and general and third party civil liability, as well as: (ii) proof of payment of wages, labor benefits, taxes, and social security contributions, in accordance with the CLIENT’s regulations. GY BRASIL will present to the CLIENT, whenever requested, a copy of the documents mentioned in this Section 10.6.
10.8. Control over employees and subcontractors. GY BRASIL must present to the CLIENT, whenever requested, within seven (7) days from the notice sent to GY BRASIL, (i) the list of employees and/or subcontractors; as well as (ii copies of the Clearance Certificate by the National Social Security Institute (CND-INSS), the Regularity Certificate of the Severance Pay Fund (CRF-FGTS) and the Clearance Certificate of Labor Debts (CNDT) - labor debts related to employees and subcontractors in relation to services, under penalty of suspension of payment of the Monthly Service Amount until the situation is settled at the discretion of the CLIENT.
2.12.5.6Contractor shall be solely responsible for collecting, handling, storing and removing from the Project Site and areas adjacent thereto, and for properly disposing of, in compliance with this Agreement, all Applicable Laws and all Permits, materials that were brought onto the Project Site by Contractor, its Personnel, vendors, or Subcontractors. If a Release of Hazardous Materials brought onto the Project Site by Contractor or its employees, or Subcontractors, occurs on the Project Site that triggers a requirement under Applicable Laws to remediate such Release, and Contractor fails or refuses to remediate such Release or prepare a reasonable plan of remediation for such Release, then Owner may, at its discretion and after three (3) Business Days prior notice to Contractor, perform such remediation as it deems necessary or adequate. All reasonable costs and expenses of such remediation shall be for the account of Contractor, and Contractor shall promptly reimburse such amounts to Owner, except that all costs associated with any Release not from Hazardous Materials brought onto the Project Site by Contractor or any Subcontractor shall be borne by Owner. The Parties agree that Contractor simply discovering Pre-Existing Hazardous Materials is not a Release.
3.1.1Subcontracts. Owner acknowledges that Contractor intends that portions of the Work shall be accomplished by Subcontractors pursuant to certain written Subcontracts between Contractor and such Subcontractors. Owner hereby approves Contractor’s engagement of the Turbine Supplier. Contractor agrees to provide Owner with the list of potential Subcontractors it is considering for performing aspects of the Work upon the reasonable request by Owner. Owner agrees to the use and engagement of Subcontractors by Contractor, provided, that Contractor may not enter in to any contract with a Major Subcontractor unless the Major Subcontractor has been approved by Owner in accordance with Section 3.2. Contractor shall require and shall cause all Work performed by Subcontractors to be in accordance with the Requirements of this Agreement. No Subcontractor is intended to be nor shall be deemed a third party beneficiary of this Agreement. Contractor agrees that it shall be fully responsible to Owner for the acts and omissions of Subcontractors and of Persons directly or indirectly employed by them, as it is for the acts or omissions of Persons directly employed by Contractor. Nothing contained herein shall obligate Owner to pay any Subcontractor and Contractor shall be solely responsible for paying each Subcontractor and any other Person to whom any amount is due from Contractor in connection with the Project.
Section 3.2Major Subcontracts. Appended to this Agreement as Exhibit3.2 is a list of approved Subcontractors. In the event that Contractor is considering the selection of a Subcontractor not listed in Exhibit3.2 for a Major Subcontract, Contractor shall (i)notify Owner of the proposed Major Subcontractor(s) at the earliest practical point in its selection process and furnish to Owner all information reasonably requested by Owner with respect to Contractor’s selection criteria (including copies of bid packages furnished to prospective Major Subcontractors and the qualifications of proposed Major Subcontractors) and (ii)notify Owner no less than ten (10) Business Days prior to the proposed date of execution of a Major Subcontract. Owner shall have the right to reject for good cause any proposed Major Subcontractor; provided, that such good caused is based on and limited to the technical capacity, performance history or financial condition of such prospective Major Subcontractor. Contractor shall not enter into any Major Subcontract with a proposed Major Subcontractor rejected by Owner. Owner shall undertake in good faith to review the information provided by Contractor expeditiously and shall notify Contractor of any such rejection as soon as practicable after such decision is made. If at the end of the ten (10) Business Days after receipt of such information by Owner, Contractor has not received notice of Owner’s rejection of the proposed Major Subcontractor, Contractor shall have the right to execute such agreement with the proposed Major Subcontractor and such Major Subcontractor shall be deemed added to the list of approved Subcontractors in Exhibit3.2. Owner’s approval not to be unreasonably withheld.
14.1 Supplier shall at its own expense secure and continuously maintain, and shall require its Subcontractors to secure and continuously maintain, throughout the Term, the following insurance with companies qualified to do business in the jurisdiction in which the Services will be performed and rating A-Vll or better in the current Bests Insurance Reports published by A. M. Best Company and shall, within thirty (30)calendar days of the Effective Date and prior to commencing work, furnish to Bank of America certificates and required endorsements evidencing such insurance. Bank of America shall be named as an Additional Insured to the coverages described in Sections 14.1.3, 14.1.4 and 14.1.5 below for the purpose of protecting Bank of America from any expense and/or liability arising out of, alleged to arise out of, related to, or connected with the Services provided by Supplier and/or its Subcontractors. The certificates shall state the amount of all deductibles and self-insured retentions and shall contain evidence that the policy or policies shall not be canceled or materially altered without at least thirty (30)calendar days prior written notice to Bank of America. Supplier and its Subcontractors shall pay any and all costs which are incurred by Bank of America as a result of any such deductibles or self-insured retentions to the extent that Bank of America is named as an Additional Insured, and to the same extent as if the policies contained no deductibles or self-insured retention. The insurance coverages and limits required to be maintained by Supplier and its Subcontractors shall be primary and non-contributory to insurance coverage, if any, maintained by Bank of America. Supplier and its Subcontractors and their underwriters shall waive subrogation against Bank of America and shall cause their insurer(s) to waive subrogation against Bank of America.
15.17 To the extent Supplier will store, process, transmit or otherwise access or possess cardholder data in connection with the Services provided under this Agreement, Supplier understands and acknowledges its obligation to secure cardholder data and to adhere to the Payment Card Industry Data Security Standard (PCI DSS) for the protection of cardholder data throughout the Term of this Agreement and any Renewal Terms. The PCI DSS may be found at www.pcisecuritystandards.org. Supplier further understands it is responsible for the security of cardholder data in the possession or control of any Subcontractors it engages to perform under this Agreement. Such Subcontractors must be identified to and approved by Bank of America in writing prior to sharing cardholder data with the Subcontractor. In support of this obligation, Supplier shall provide appropriate documentation to demonstrate compliance with applicable PCI DSS requirements by Supplier and all identified Subcontractors. Failure to discharge this obligation may be considered by Bank of America to be a Termination Event under subsection (a)of the Section entitled Termination.
27.16 Supplier understands and acknowledges its obligation to adhere to the Payment Card Industry Data Security Standards (PCI DSS) for the protection of cardholder data throughout the Term of the contract and any Renewal Terms. The PCI DSS may be found at www.pcisecuritystandards.org. Supplier further understands that it is responsible for the security of cardholder data In its possession or control or in the possession or control of any Subcontractors that it engages to perform under this contract. Such Subcontractors must be identified to and approved by Bank of America in writing prior to sharing cardholder data with the Subcontractor. In support of this obligation, Supplier shall provide appropriate documentation to demonstrate compliance with PCI DSS standards by Supplier and all identified Subcontractors. Failure to discharge this obligation may be considered by Bank of America to be a Termination Event under (a)of subsection 5.2.