Common use of CONTRACTOR’s Use of Subcontractors Clause in Contracts

CONTRACTOR’s Use of Subcontractors. a. CONTRACTOR may use Subcontractors in meeting its obligations hereunder provided that in each case CONTRACTOR shall remain fully liable for all work under the Contract. CONTRACTOR shall supervise and direct the Services and shall be solely responsible for all design, construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Services under this Contract. b. CONTRACTOR shall coordinate the activities of CONTRACTOR’s employees, Subcontractors, agents or suppliers with those of the DCAMM, its employees, and agents. CONTRACTOR shall not commit or permit any act which will interfere with the performance of the normal activities conducted by DCAMM or FACILITY or the employees, agents, visitors, licensees, and/or invitees on the Premises without prior written approval of DCAMM. c. CONTRACTOR shall pay or cause payments to be made for all labor performed or furnished and for all materials used or employed in carrying out this Contract. d. CONTRACTOR shall use the personnel Subcontractors identified in Schedule B-3: Project Team for the roles identified in Schedule B-3: Project Team. These personnel and Subcontractors may not be substituted without DCAMM’s prior written approval. CONTRACTOR shall make a request in writing to DCAMM to substitute any personnel or Subcontractor listed in Schedule B-3: Project Team; such request shall state with specificity the reasons for such substitution request and provide evidence reasonably satisfactory to DCAMM that the personnel or entity to be added as a Subcontractor is equally or better qualified to perform the required Services as the personnel or entity being substituted. Any substitution of personnel and/or Subcontractors listed on Schedule B-3: Project Team without prior DCAMM approval may be deemed a Material Event of Default by CONTRACTOR, at DCAMM’s sole discretion. e. DCAMM reserves the right to reject any Subcontractors, such right not to be unreasonably exercised. In the event that CONTRACTOR retains Subcontractors to perform any design, engineering, installation or other Services required under the Contract, CONTRACTOR shall provide DCAMM with a written description of the qualifications of each Subcontractor for DCAMM’s approval prior to proceeding with any Services, such approval not to be unreasonably withheld. f. DCAMM has the right to demand in writing that CONTRACTOR remove an employee or Subcontractor from the Project for reasons stated in writing.

CONTRACTOR’s Use of Subcontractors. a. CONTRACTOR may use Subcontractors in meeting its obligations hereunder provided that in each case CONTRACTOR shall remain fully liable for all work under the Contract. CONTRACTOR shall supervise and direct the Services and shall be solely responsible for all design, construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Services under this Contract. b. CONTRACTOR shall coordinate the activities of CONTRACTOR’s employees, Subcontractors, agents or suppliers with those of the DCAMM, its employees, and agents. CONTRACTOR shall not commit or permit any act which will interfere with the performance of the normal activities conducted by DCAMM or FACILITY or the employees, agents, visitors, licensees, and/or invitees on the Premises without prior written approval of DCAMM. c. CONTRACTOR shall pay or cause payments to be made for all labor performed or furnished and for all materials used or employed in carrying out this Contract. d. CONTRACTOR shall use the personnel and Subcontractors identified in Schedule B-3: Project Team for the roles identified in Schedule B-3: Project Team. These personnel and Subcontractors may not be substituted without DCAMM’s prior written approval. CONTRACTOR shall make a request in writing to DCAMM to substitute any personnel or Subcontractor listed in Schedule B-3: Project Team; such request shall state with specificity the reasons for such substitution request and provide evidence reasonably satisfactory to DCAMM that the personnel or entity to be added as a Subcontractor is equally or better qualified to perform the required Services as the personnel individual or entity being substituted. Any substitution of personnel and/or Subcontractors listed on Schedule B-3: Project Team without prior DCAMM approval may be deemed a Material Event of Default by CONTRACTOR, CONTRACTOR at DCAMM’s sole discretion. e. DCAMM reserves the right to reject any Subcontractors, such right not to be unreasonably exercised. In the event that CONTRACTOR retains Subcontractors to perform any design, engineering, installation or other Services required under the Contract, CONTRACTOR shall provide DCAMM with a written description of the qualifications of each Subcontractor for DCAMMCUSTOMER’s approval prior to proceeding with any Services, such approval not to be unreasonably withheld. f. DCAMM has the right to demand in writing that CONTRACTOR remove an employee or Subcontractor from the Project for reasons stated in writing.

CONTRACTOR’s Use of Subcontractors. a. CONTRACTOR may use Subcontractors in meeting its obligations hereunder provided that in each case CONTRACTOR shall remain fully liable for all work under the Contract. CONTRACTOR shall supervise and direct the Services and shall be solely responsible for all design, construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Services under this Contract. b. CONTRACTOR shall coordinate the activities of CONTRACTOR’s employees, Subcontractors, agents or suppliers with those of the DCAMM, its employees, and agents. CONTRACTOR shall not commit or permit any act which will interfere with the performance of the normal activities conducted by DCAMM or FACILITY or the employees, agents, visitors, licensees, and/or invitees on the Premises without prior written approval of DCAMM. CONTRACTOR shall be responsible to DCAMM for the acts and omissions of CONTRACTOR’s employees, agents and Subcontractors of all tiers, and their agents and respective contractors’ employees, and other persons performing portions of the Services or supplying materials therefor. c. CONTRACTOR shall pay or cause payments to be made for all labor performed or furnished and for all materials used or employed in carrying out this Contract. d. CONTRACTOR shall use the personnel and Subcontractors identified in Schedule B-3: Project Team for the roles identified in Schedule B-3: Project Team. These personnel and Subcontractors may not be substituted without DCAMM’s prior written approval. CONTRACTOR shall make a request in writing to DCAMM to substitute any personnel or Subcontractor listed in Schedule B-3: Project Team; such request shall state with specificity the reasons for such substitution request and provide evidence reasonably satisfactory to DCAMM that the personnel or entity to be added as a Subcontractor is equally or better qualified to perform the required Services as the personnel individual or entity being substituted. Any substitution of personnel and/or Subcontractors listed on Schedule B-3: Project Team without prior DCAMM approval may be deemed a Material Event of Default default by CONTRACTOR, CONTRACTOR under Section 51: Termination at DCAMM’s sole discretion. e. DCAMM reserves the right to reject any Subcontractors, such right not to be unreasonably exercised. In the event that CONTRACTOR retains Subcontractors to perform any design, engineering, installation or other Services required under the Contract, CONTRACTOR shall provide DCAMM with a written description of the qualifications of each Subcontractor for DCAMMCUSTOMER’s approval prior to proceeding with any Services, such approval not to be unreasonably withheld. f. DCAMM has the right to demand in writing that CONTRACTOR remove an employee or Subcontractor from the Project for reasons stated in writing. g. CONTRACTOR shall direct that all persons coming onto the Premises are free of drugs and alcohol. CONTRACTOR shall dismiss from the Project any individual employed by CONTRACTOR or any Subcontractor or suppliers who is found by the CONTRACTOR, DCAMM, or the user agency of the Premises to be in violation of this provision or in any other way incompetent, guilty of misconduct, or detrimental to the Project. h. Each Subcontractor contract with CONTRACTOR shall provide that in the event of termination of the Contract for any reason, DCAMM shall have the right (but shall have no obligation) to assume and/or accept assignment of and further assign to a general contractor, construction manager, design-builder, or other third party who is qualified and has sufficient resources to complete Services, the right of CONTRACTOR under the Subcontractor’ contract with CONTRACTOR. In the event of such assumption or assignment by DCAMM, the Subcontractor shall have no claim against DCAMM or such third part for work performed by such Subcontractor or other matters arising prior to termination of the Contract, and DCAMM or such third part, as the case may be, shall be liable only for obligations to the Subcontractor arising after such assumption or assignment. No Subcontractor’s contract with CONTRACTOR and nothing contained therein or in this Contract shall be construed to create any contractual relationship between any Subcontractor and DCAMM.

CONTRACTOR’s Use of Subcontractors. a. CONTRACTOR may use (a) All Subcontractors in meeting its obligations hereunder provided that in each case CONTRACTOR shall remain fully liable for all work under the Contract. CONTRACTOR shall supervise and direct the Services and shall be solely responsible for all design, construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Services under this Contract. b. CONTRACTOR shall coordinate the activities of CONTRACTOR’s employees, Subcontractors, agents or suppliers with those of the DCAMM, its employees, and agents. CONTRACTOR shall not commit or permit any act to which will interfere with the performance of the normal activities conducted by DCAMM or FACILITY or the employees, agents, visitors, licensees, and/or invitees on the Premises without prior written approval of DCAMM. c. CONTRACTOR shall pay or cause payments to be made for all labor performed or furnished and for all materials used or employed in carrying out this Contract. d. CONTRACTOR shall use the personnel Subcontractors identified in Schedule B-3: Project Team for the roles identified in Schedule B-3: Project Team. These personnel and Subcontractors may not be substituted without DCAMM’s prior written approval. CONTRACTOR shall make a request Contractor discloses AIL Confidential Information must agree in writing to DCAMM be bound to substitute the non-disclosure, confidentiality and invention assignment provisions contained herein. (b) As provided in Subsection (a) of this Section and to the extent AIL may agree otherwise in writing, Contractor shall not subcontract any personnel of its obligations under this Agreement, which shall include the replacement of any previously approved Subcontractor, if the value of the subcontract is *** or more (such subcontract or replacement subcontract, the "Material Subcontract" and the subcontractor proposed to perform same, the "Material Subcontractor"), except as follows: (i) Prior to entering into a Material Subcontract, Contractor shall give AIL not less than thirty (30) days' prior written notice specifying the Services affected, a description of the scope and material terms (other than price) of such Material Subcontract, and the identity and qualifications of the proposed Material Subcontractor. If AIL reasonably objects to the use of a proposed Material Subcontractor, the Parties shall discuss AIL's concerns and Contractor will either use a different Material Subcontractor listed or provide AIL a detailed rationale in Schedule B-3: Project Team; writing as to why it will use the proposed Material Subcontractor. (ii) Contractor shall disclose to the Subcontractor all the terms and conditions of the Agreement that may impact the Subcontractor, and the Subcontractor will be required to comply with the obligations imposed by those terms and conditions. (iii) AIL also shall have the right during the Term to revoke its prior approval of a Material Subcontractor and direct Contractor to replace such request shall state with specificity Subcontractor or take such other action as may be mutually agreed by the reasons for such substitution request and provide evidence reasonably satisfactory Parties, if the Subcontractor's performance results in an uncured material breach of this Agreement. Notwithstanding the foregoing, AIL does not have the unilateral right to DCAMM that the personnel or entity to be added revoke Contractor's use of any Material Subcontractor as a Subcontractor is equally or better qualified to perform the required Services as the personnel or entity being substituted. Any substitution of personnel and/or Subcontractors listed on Schedule B-3: Project Team without prior DCAMM approval may be deemed a Material Event of Default by CONTRACTOR, at DCAMM’s sole discretionhereunder. e. DCAMM reserves (iv) Without limiting the generality of Contractor obligations set forth in Section 12.6, Contractor shall remain responsible for obligations performed by Subcontractors to the same extent as if such obligations were performed by Contractor employees. Contractor shall be AIL's sole point of contact regarding the Gateway Terminals and Services, including with respect to payment Contractor shall not disclose Confidential Information of AIL or Joint Confidential Information to a Subcontractor unless and until such Subcontractor has agreed in writing to protect the confidentiality of such information in a manner substantially equivalent to that required of Contractor under this Agreement, and in all respects, only on a "need-to-know" basis. (c) To the extent commercially reasonable, Contractor shall include in each contract with a Subcontractor the right to reject any Subcontractors, assign such right not contract to be unreasonably exercised. In the event that CONTRACTOR retains Subcontractors AIL if AIL terminates this Agreement for breach pursuant to perform any design, engineering, installation or other Services required under the Contract, CONTRACTOR shall provide DCAMM with a written description of the qualifications of each Subcontractor for DCAMM’s approval prior to proceeding with any Services, such approval not to be unreasonably withheldSection 22.1(a) below. f. DCAMM has the right to demand in writing that CONTRACTOR remove an employee or Subcontractor from the Project for reasons stated in writing.

CONTRACTOR’s Use of Subcontractors. a. CONTRACTOR may use Subcontractors in meeting its obligations hereunder provided that in each case CONTRACTOR shall remain fully liable for all work under the Contract. CONTRACTOR shall supervise and direct the Services and shall be solely responsible for all design, construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Services under this Contract. b. CONTRACTOR shall coordinate the activities of CONTRACTOR’s employees, Subcontractors, agents or suppliers with those of the DCAMM, its employees, and agents. CONTRACTOR shall not commit or permit any act which will interfere with the performance of the normal activities conducted by DCAMM or FACILITY or the employees, agents, visitors, licensees, and/or invitees on the Premises without prior written approval of DCAMM. CONTRACTOR shall be responsible to DCAMM for the acts and omissions of CONTRACTOR’s employees, agents and Subcontractors of all tiers, and their agents and respective contractors’ employees, and other persons performing portions of the Services or supplying materials therefor. c. CONTRACTOR shall pay or cause payments to be made for all labor performed or furnished and for all materials used or employed in carrying out this Contract. d. CONTRACTOR shall use the personnel Subcontractors identified in Schedule B-3: Project Team for the roles identified in Schedule B-3: Project Team. These personnel and Subcontractors may not be substituted without DCAMM’s prior written approval. CONTRACTOR shall make a request in writing to DCAMM to substitute any personnel or Subcontractor listed in Schedule B-3: Project Team; such request shall state with specificity the reasons for such substitution request and provide evidence reasonably satisfactory to DCAMM that the personnel or entity to be added as a Subcontractor is equally or better qualified to perform the required Services as the personnel or entity being substituted. Any substitution of personnel and/or Subcontractors listed on Schedule B-3: Project Team without prior DCAMM approval may be deemed a Material Event of Default default by CONTRACTORCONTRACTOR under Section 51: Termination, at DCAMM’s sole discretion. e. DCAMM reserves the right to reject any Subcontractors, such right not to be unreasonably exercised. In the event that CONTRACTOR retains Subcontractors to perform any design, engineering, installation or other Services required under the Contract, CONTRACTOR shall provide DCAMM with a written description of the qualifications of each Subcontractor for DCAMM’s approval prior to proceeding with any Services, such approval not to be unreasonably withheld. f. DCAMM has the right to demand in writing that CONTRACTOR remove an employee or Subcontractor from the Project for reasons stated in writing. g. CONTRACTOR shall direct that all persons coming onto the Premises are free of drugs and alcohol. CONTRACTOR shall dismiss from the Project any individual employed by CONTRACTOR or any Subcontractor or suppliers who is found by the CONTRACTOR, DCAMM, or the user agency of the Premises to be in violation of this provision or in any other way incompetent, guilty of misconduct, or detrimental to the Project. h. Each Subcontractor contract with CONTRACTOR shall provide that in the event of termination of the Contract for any reason, DCAMM shall have the right (but shall have no obligation) to assume and/or accept assignment of and further assign to a general contractor, construction manager, design-builder, or other third party who is qualified and has sufficient resources to complete the Services, the right of CONTRACTOR under the Subcontractor’ contract with CONTRACTOR. In the event of such assumption or assignment by DCAMM, the Subcontractor shall have no claim against DCAMM or such third part for work performed by such Subcontractor or other matters arising prior to termination of the Contract, and DCAMM or such third part, as the case may be, shall be liable only for obligations to the Subcontractor arising after such assumption or assignment. No Subcontractor’s contract with CONTRACTOR and nothing contained therein or in this Contract shall be construed to create any contractual relationship between any Subcontractor and DCAMM.