Common use of Engagement of Third Parties Clause in Contracts

Engagement of Third Parties. (a) All Work and/or Services shall be performed solely by O&M Contractor or by those Subcontractors that Owner may from time to time allow in its sole discretion by its prior written approval. No Owner approval shall relieve O&M Contractor of any of its obligations under this Agreement. O&M Contractor shall be responsible to Owner for Work performed by all of its Subcontractors to the same extent it is for activities performed by O&M Contractor’s employees. O&M Contractor shall remain liable for all acts, errors, omissions and negligence of all Subcontractors. O&M Contractor shall ensure that all of its agreements with its Subcontractors contain provisions which are in conformity with and no less stringent than the provisions of this Agreement between Owner and O&M Contractor. Lists of all Subcontractors, including expenditures with those Subcontractors, that qualify as such small or small disadvantaged businesses shall be supplied to Owner by O&M Contractor on a timely basis. (b) O&M Contractor shall select or permit to perform the Services only qualified, reputable, competent, and appropriately licensed Subcontractors with an established record of successful performance in their respective trades of the Services they are contracted to perform. (c) No contract between O&M Contractor and any of its Subcontractors relating to the Services or the Project shall be deemed to release O&M Contractor from any liability to Owner under, or arising by virtue of, this Agreement, and, with respect to any claim or other action brought by Owner against O&M Contractor under, or arising by virtue of, this Agreement, O&M Contractor shall be responsible for all acts or omissions of its Subcontractors relating to the Services or the Project, including any of the work, services, equipment, or other goods provided by its Subcontractors. (d) As between O&M Contractor and Owner, O&M Contractor acknowledges and agrees that it shall have the sole responsibility to pay its Subcontractors for any and all amounts due in connection with the Services and, without prejudice to Owner’s obligation to pay O&M Contractor the Fixed Fees and T&M Costs according to the terms of this Agreement, Owner shall have no liability to remit any payment to O&M Contractor for or in connection with any Services performed by any Subcontractors arising out of, related to or in conjunction with this Agreement. In addition, without limiting Owner’s other rights and protections under this Agreement, as between O&M Contractor and Owner, O&M Contractor shall be solely responsible for the payment of all O&M Contractor’s employees involved in the performance of the Services (i) wages or salaries; benefits such as vacation, sick leave, pension, holidays, medical, disability benefits, dental, and life insurance; workers’ compensation, unemployment insurance, and any and all other amounts required to be paid by Applicable Law or applicable labor agreements, and

Engagement of Third Parties. (a) All Work and/or Services shall be performed solely by O&M Contractor or by those Subcontractors that Owner may from time to time allow in its sole discretion by its prior written approval. No Owner approval shall relieve O&M Contractor of any of its obligations under this Agreement. O&M Contractor shall be responsible to Owner for Work performed by all of its Subcontractors to the same extent it is for activities performed by O&M Contractor’s employees. O&M Contractor shall remain liable for all acts, errors, omissions and negligence of all Subcontractors. O&M Contractor shall ensure that all of its agreements with its Subcontractors contain provisions which are in conformity with and no less stringent than the provisions of this Agreement between Owner and O&M Contractor. Lists of all Subcontractors, including expenditures with those Subcontractors, that qualify as such small or small disadvantaged businesses shall be supplied to Owner by O&M Contractor on a timely basis. (b) O&M Contractor shall select or permit to perform the Services only qualified, reputable, competent, and appropriately licensed Subcontractors with an established record of successful performance in their respective trades of the Services they are contracted to perform. (c) No contract between O&M Contractor and any of its Subcontractors relating to the Services or the Project shall be deemed to release O&M Contractor from any liability to Owner under, or arising by virtue of, this Agreement, and, with respect to any claim or other action brought by Owner against O&M Contractor under, or arising by virtue of, this Agreement, O&M Contractor shall be responsible for all acts or omissions of its Subcontractors relating to the Services or the Project, including any of the work, services, equipment, or other goods provided by its Subcontractors. (d) As between O&M Contractor and Owner, O&M Contractor acknowledges and agrees that it shall have the sole responsibility to pay its Subcontractors for any and all amounts due in connection with the Services and, without prejudice to Owner’s obligation to pay O&M Contractor the Fixed Fees and T&M Costs according to the terms of this Agreement, Owner shall have no liability to remit any payment to O&M Contractor for or in connection with any Services performed by any Subcontractors arising out of, related to or in conjunction with this Agreement. In addition, without limiting Owner’s other rights and protections under this Agreement, as between O&M Contractor and Owner, O&M Contractor shall be solely responsible for the payment of all O&M Contractor’s employees involved in the performance of the Services (i) wages or salaries; benefits such as vacation, sick leave, pension, holidays, medical, disability benefits, dental, and life insurance; workers’ compensation, unemployment insurance, and any and all other amounts required to be paid by Applicable Law or applicable labor agreements, and

Engagement of Third Parties. (a) All Work and/or Services shall be performed solely by The O&M Contractor may engage such Persons (including the O&M Contractor’s Affiliates) as it deems advisable for the purpose of performing or by those Subcontractors carrying out any of its obligations under this Agreement (such Persons, the “Subcontractors”); provided, however, that Owner may from time to time allow in its sole discretion by its prior written approval. No Owner approval other than as set forth herein (i) no such engagement shall relieve the O&M Contractor of any of its obligations under this Agreement. O&M Contractor shall be responsible to Owner for Work performed by all of its Subcontractors to the same extent it is for activities performed by O&M Contractor’s employees. O&M Contractor shall remain liable for all acts, errors, omissions and negligence of all Subcontractors. O&M Contractor shall ensure that all of its agreements with its Subcontractors contain provisions which are in conformity with and no less stringent than the provisions of this Agreement between Owner and O&M Contractor. Lists of all Subcontractors, including expenditures with those Subcontractors, that qualify as such small or small disadvantaged businesses shall be supplied to Owner by O&M Contractor on a timely basis. (b) O&M Contractor shall select or permit to perform the Services only qualified, reputable, competent, and appropriately licensed Subcontractors with an established record of successful performance in their respective trades of the Services they are contracted to perform. (c) No contract between O&M Contractor and any of its Subcontractors relating to the Services or the Project shall be deemed to release O&M Contractor from any liability to Owner under, or arising by virtue of, this Agreement, and, with respect to any claim or other action brought by Owner against O&M Contractor under, or arising by virtue of, this Agreement, O&M Contractor shall be responsible for all acts or omissions of its Subcontractors relating to the Services or the Project, including any of the work, services, equipment, or other goods provided by its Subcontractors. (d) As between O&M Contractor and Owner, O&M Contractor acknowledges and agrees that it shall have the sole responsibility to pay its Subcontractors for any and all amounts due in connection with the Services and, without prejudice to Owner’s obligation to pay O&M Contractor the Fixed Fees and T&M Costs according to the terms of this Agreement, Owner shall have no liability to remit any payment to O&M Contractor for or in connection with any Services performed by any Subcontractors arising out of, related to or in conjunction with this Agreement. In addition, without limiting Owner’s other rights and protections liabilities under this Agreement, as between including without limitation those set forth in Article 11, (ii) the O&M Contractor’s use of Subcontractors shall not modify or increase the Fixed Fee payable to the O&M Contractor hereunder and (iii) the engagement of any proposed Subcontractor that is not listed on Schedule 2.3(i) hereto shall be subject to the Owner’s prior written approval, not to be unreasonably withheld or delayed, if the annual amount payable to such Subcontractor under the relevant subcontract exceeds fifty thousand dollars ($50,000). As between the Owner and the O&M Contractor, the O&M Contractor shall be solely responsible for the payment acts and omissions of all Subcontractors taken or omitted to be taken by such Subcontractor in its capacity as a subcontractor hereunder. O&M Contractor shall monitor the performance of any Subcontractors and each such Subcontractors’ compliance with the terms of its subcontract. In no case shall the Owner be deemed to have contractual privity with any Subcontractor solely as a result of the engagement by the O&M Contractor of such Subcontractor for the provision of services to be performed hereunder. The O&M Contractor shall, without limiting the O&M Contractor’s employees involved obligations or liability to the Owner, in connection with any subcontract that exceeds fifty thousand dollars ($50,000) in value require each such Subcontractor to include in its respective subcontract (a) provisions incorporating the performance Prudent Operator Standard, (b) provisions obligating the Subcontractor to defend, indemnify and hold harmless any Owner Indemnified Party in accordance with the provisions of Article 9 for events arising out of or otherwise in connection with the Services Subcontractor in its capacity as a subcontractor hereunder or its provision of materials or equipment in connection therewith and (ic) wages or salaries; benefits insurance requirements meeting the standards set forth in Schedule 2.3(iii) hereto. At the Owner’s request, the O&M Contractor shall deliver to Owner copies of all subcontracts containing such as vacationrepresentations, sick leavewarranties, pension, holidays, medical, disability benefits, dental, guarantees and life insurance; workers’ compensation, unemployment insurance, and any and all other amounts required to be paid by Applicable Law or applicable labor agreements, andobligations.