Common use of Key Individuals Clause in Contracts

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall not, for the duration of the Works, require or request any such person to be involved in any other project, if, in the reasonable opinion of Contracting Authority such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject to Project Co’s obligations to ensure that Key Individuals remain involved in the Works as set out in Section 12.4(a), if it becomes necessary for Project Co to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting Authority, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period of greater than 120 days from the date it became necessary for Project Co to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall not, for the duration of the Works, require or request any such person to be involved in any other project, if, in the reasonable opinion of Contracting Authority such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject to Project Co’s obligations to ensure that Key Individuals remain involved in the Works as set out in Section 12.4(a), if it becomes necessary for Project Co to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting Authority, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period of greater than 120 days from the date it became necessary for Project Co to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. (c) If Contracting Authority determines, acting reasonably, that it is in the best interests of Contracting Authority that any individual identified in Schedule 9 - Key Individuals be replaced, Contracting Authority shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days after receipt by Project Co of such Notice, Project Co shall provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall not, for the duration of the Works, require or request any such person to be involved in any other project, if, in the reasonable opinion of Contracting Authority such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject to Project Co’s obligations to ensure that Key Individuals remain involved in the Works as set out in Section 12.4(a), if it becomes necessary for Project Co to replace any individual identified in Schedule 9 - – Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements replacements, having regard to the qualifications set out in Schedule 9 – Key Individuals, as soon as practicable and provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting Authority, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In , having regard to the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period qualifications set out in Schedule 9 – Key Individuals. (c) If Contracting Authority determines, acting reasonably, that it is in the best interests of greater than 120 days from the date it became necessary for Project Co to replace Contracting Authority that any individual identified in Schedule 9 - – Key IndividualsIndividuals be replaced, Contracting Authority shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days after receipt by Project Co of such Notice, Project Co shall pay to provide Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages with relevant information on the proposed replacement and Construction Enforcement Regimeshall consult with Contracting Authority before finalizing the appointment of such replacement.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Part A of Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such the persons identified in Part A of Schedule 9 – Key Individuals remain involved in the Works in the capacity set out in Part A of Schedule 9 – Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project, project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of Contracting Authority Xxxxx acting reasonably, such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject to the following sentence of this Section 10.4(b), the individuals who are critical to the performance of the Project Co’s obligations Co Services are identified in Part B of Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that persons identified or to be identified in Part B of Schedule 9 – Key Individuals remain involved in the Works as Project Co Services in the capacity set out in Section 12.4(a)Schedule 9 – Key Individuals and, if it becomes necessary in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the opinion of Xxxxx, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - – Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority Osler with relevant information on the proposed replacement and shall consult with Contracting Authority Xxxxx before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - – Key Individuals without the prior written consent of Contracting AuthorityOsler, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In . (d) If Xxxxx determines, acting reasonably, that it is in the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period best interests of greater than 120 days from the date it became necessary for Project Co to replace Xxxxx that any individual identified in Schedule 9 - – Key IndividualsIndividuals be replaced, Xxxxx shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall pay to Contracting Authority liquidated damages as set out provide Osler with relevant information on the proposed replacement and shall consult with Xxxxx before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 21 9 – Liquidated Damages Key Individuals without the prior written consent of Osler, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and Construction Enforcement Regimeexperienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Part A of Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such the persons identified in Part A of Schedule 9 – Key Individuals remain involved in the Works in the capacity set out in Part A of Schedule 9 – - Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project, project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of Contracting Authority HRRH acting reasonably, such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject to the following sentence of this Section 10.4(b), the individuals who are critical to the performance of the Project Co’s obligations Co Services are identified in Part B of Schedule 9 – Key Individuals. The individuals who will fill the positions listed in Part C of Schedule 9 – Key Individuals are also critical to the performance of the Project Co Services, and will be identified to HRRH not less than 18 months and 15 days prior to the Scheduled Substantial Completion Date. Project Co shall use commercially reasonable efforts to ensure that persons identified or to be identified in Part B and Part C of Schedule 9 – Key Individuals remain involved in the Works as Project Co Services in the capacity set out in Section 12.4(a)Schedule 9 - Key Individuals, if it becomes necessary as applicable, and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the opinion of HRRH, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority HRRH with relevant information on the proposed replacement and shall consult with Contracting Authority HRRH before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting AuthorityHRRH, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In . (d) If HRRH determines, acting reasonably, that it is in the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period best interests of greater than 120 days from the date it became necessary for Project Co to replace HRRH that any individual identified in Schedule 9 - Key IndividualsIndividuals be replaced, HRRH shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall pay to Contracting Authority liquidated damages as set out provide HRRH with relevant information on the proposed replacement and shall consult with HRRH before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 21 – Liquidated Damages 9 - Key Individuals without the prior written consent of HRRH, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and Construction Enforcement Regimeexperienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – Key Individuals. Project DB Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project DB Co or a Project DB Co Party). Project DB Co or a Project DB Co Party shall not, for the duration of the Works, require or request any such person to be involved in any other project, if, in the reasonable opinion of Contracting Authority the City such involvement would have a material adverse effect on the Works. If Project DB Co fails to comply with this Section 12.4(a), Project DB Co shall pay to Contracting Authority the City the liquidated damages as set out amount, if any, ascribed for such Key Individual in Schedule 21 9 – Liquidated Damages and Construction Enforcement RegimeKey Individuals. For clarity, Project DB Co and the Project DB Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as Individual, to the extent such denial is permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project DB Co or a Project DB Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authoritythe City, acting reasonably (Project DB Co shall provide to Contracting Authority the City any further documentation as may be reasonably requested by Contracting Authority the City to assess any reason beyond the control of Project DB Co). (b) Subject to Project DB Co’s obligations to ensure that Key Individuals remain involved in the Works as set out in Section 12.4(a), if it becomes necessary for Project DB Co to replace any individual identified in Schedule 9 - Key Individuals, Project DB Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority the City with relevant information on the proposed replacement and shall consult with Contracting Authority the City before finalizing the appointment of such replacement. Project DB Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting Authoritythe City, which consent shall not be withheld or delayed where Project DB Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In For those Key Individual’s in respect of whom liquidated damages amounts are ascribed in Schedule 9 – Key Individuals, in the event Project DB Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period of greater than 120 60 days from the date it became necessary for Project DB Co to replace any such Key Individual, DB Co shall pay to the City the liquidated damages ascribed in Schedule 9 – Key Individuals. The Parties agree that the liquidated damages set out in this Section 12.4(b) are not a penalty but represent a genuine and reasonable pre-estimate of the damages that the City will suffer as a result of DB Co’s failure to provide the applicable Key Individual. (c) If the City determines, acting reasonably, that it is in the best interests of the City that any individual identified in Schedule 9 - Key IndividualsIndividuals be replaced, Project the City shall notify DB Co (including a detailed explanation of the reasons for such determination), and, within 60 days after receipt by DB Co of such Notice, DB Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages provide the City with relevant information on the proposed replacement and Construction Enforcement Regimeshall consult with the City before finalizing the appointment of such replacement.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Part A of Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such the persons identified in Part A of Schedule 9 - Key Individuals remain involved in the Works in the capacity set out in Part A of Schedule 9 – - Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project, project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of Contracting Authority NHS, such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject to the following sentence of this Section 10.4(b), the individuals who are critical to the performance of the Project Co’s obligations Co Services are identified in Part B of Schedule 9 - Key Individuals. The individuals who will fill the positions listed in Part C of Schedule 9 - Key Individuals are also critical to the performance of the Project Co Services, and will be identified to NHS not less than 18 months and 15 days prior to the Scheduled Substantial Completion Date. Project Co shall use commercially reasonable efforts to ensure that persons identified or to be identified in Part B and Part C of Schedule 9 - Key Individuals remain involved in the Works as Project Co Services in the capacity set out in Section 12.4(a)Part B or Part C of Schedule 9 - Key Individuals, if it becomes necessary as applicable, and, in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of NHS, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority NHS with relevant information on the proposed replacement and shall consult with Contracting Authority NHS before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting AuthorityNHS, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In . (d) If NHS determines, acting reasonably, that it is in the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period best interests of greater than 120 days from the date it became necessary for Project Co to replace NHS that any individual identified in Schedule 9 - Key IndividualsIndividuals be replaced, NHS shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall pay to Contracting Authority liquidated damages as set out provide NHS with relevant information on the proposed replacement and shall consult with NHS before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 21 – Liquidated Damages 9 - Key Individuals without the prior written consent of NHS, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and Construction Enforcement Regimeexperienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – - Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party)) for the whole of, but not subsequent to the Construction Period. Project Co or a Project Co Party shall not, for the duration of the Works, require or request any such person to be involved in any other project, if, in the reasonable opinion of Contracting Authority the City such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a10.4(a), Project Co shall pay to Contracting Authority the City the liquidated damages as amount, if any, ascribed for such Key Individual in Schedule 9 – Key Individuals. The Parties agree that the liquidated damages set out in Schedule 21 9 – Liquidated Damages Key Individuals are not a penalty but represent a genuine and Construction Enforcement Regimereasonable pre- estimate of the damages that the City will suffer as a result of Project Co’s failure to provide the applicable Key Individual. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a10.4(a), shall include the denial of promotions or relocations of a Key Individual as Individual, to the extent such denial is permitted by the Applicable Law. For the purposes of this Section 12.4(a)section, only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, ; short term disability, ; or long term disability or any other reason in the opinion of Contracting Authoritythe City, acting reasonably (Project Co shall provide to Contracting Authority the City any further documentation as may be reasonably requested by Contracting Authority the City to assess any reason beyond the control of Project Co). (b) The individuals who are critical to the performance of the Maintenance and Rehabilitation Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons are involved in the Maintenance and Rehabilitation Services in the capacity set out in Schedule 9 - Key Individuals at the outset of the Maintenance Period (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co shall ensure that such Key Individuals are replaced over the duration of the Maintenance Period in a planned and orderly fashion and in consultation with the City and with explicit identification of each Key Individual’s length of time as a Key Individual during the Maintenance Period. Once a Key Individual has been identified and approved by the City as part of the planned and orderly replacement of Key Individuals pursuant to this Section 10.4(b), Project Co or a Project Co Party shall not, for the planned period of the Maintenance and Rehabilitation Services, require or request any such person to be involved in any other project if, in the reasonable opinion of the City, such involvement would have a material adverse effect on the Maintenance and Rehabilitation Services. For the purposes of this section, only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death; short term disability; or long term disability or any other reason determined in the opinion of the City, acting reasonably (Project Co shall provide to the City any further documentation as may be reasonably requested by the City to assess any reason beyond the control of Project Co). (c) Subject to Project Co’s obligations to ensure that Key Individuals remain involved in the Works and in the Maintenance and Rehabilitation Services as set out in Section 12.4(aSections 10.4(a) and 10.4(b), if it becomes necessary for Project Co to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority the City with relevant information on the proposed replacement and shall consult with Contracting Authority the City before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting Authoritythe City, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a10.4(a), 10.4(b) and 12.4(c10.4(d) and the proposed replacement is suitably qualified and experienced. In For those Key Individual’s in respect of whom liquidated damages amounts are ascribed in Schedule 9 – Key Individuals, in the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period of greater than 120 60 days from the date it became necessary for Project Co to replace any such Key Individual, Project Co shall pay to the City the liquidated damages ascribed in Schedule 9 – Key Individuals. The Parties agree that the liquidated damages set out in this 10.4(c) are not a penalty but represent a genuine and reasonable pre-estimate of the damages that the City will suffer as a result of Project Co’s failure to provide the applicable Key Individual. (d) If the City determines, acting reasonably, that it is in the best interests of the City that any individual identified in Schedule 9 - Key IndividualsIndividuals be replaced, the City shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 60 days after receipt by Project Co of such Notice, Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages provide the City with relevant information on the proposed replacement and Construction Enforcement Regimeshall consult with the City before finalizing the appointment of such replacement.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – - Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project, project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of Contracting Authority CAMH, such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject The individuals who are critical to the performance of the Project Co’s obligations Co Services are identified in Schedule 9 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that Key Individuals such persons remain involved in the Works as Project Co Services in the capacity set out in Section 12.4(a)Schedule 9 - Key Individuals and, if it becomes necessary in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of CAMH, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority CAMH with relevant information on the proposed replacement and shall consult with Contracting Authority CAMH before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting AuthorityCAMH, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In . (d) If CAMH determines, acting reasonably, that it is in the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period best interests of greater than 120 days from the date it became necessary for Project Co to replace CAMH that any individual identified in Schedule 9 - Key IndividualsIndividuals be replaced, CAMH shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall pay to Contracting Authority liquidated damages as set out provide CAMH with relevant information on the proposed replacement and shall consult with CAMH before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 21 – Liquidated Damages 9 - Key Individuals without the prior written consent of CAMH, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and Construction Enforcement Regimeexperienced.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall not, for the duration of the Works, require or request any such person to be involved in any other project, if, in the reasonable opinion of Contracting Authority such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject to Project Co’s obligations to ensure that Key Individuals remain involved in the Works as set out in Section 12.4(a), if it becomes necessary for Project Co to replace any individual identified in Schedule 9 - – Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements replacements, having regard to the qualifications set out in Schedule 9 – Key Individuals, as soon as practicable and provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting Authority, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In , having regard to the event qualifications set out in Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period Agreement, including Schedule 9 – Key Individuals. (c) If Contracting Authority determines, acting reasonably, that it is in the best interests of greater than 120 days from the date it became necessary for Project Co to replace Contracting Authority that any individual identified in Schedule 9 - – Key IndividualsIndividuals be replaced, Contracting Authority shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days after receipt by Project Co of such Notice, Project Co shall pay to provide Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages with relevant information on the proposed replacement and Construction Enforcement Regimeshall consult with Contracting Authority before finalizing the appointment of such replacement.

Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – 7 - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – 7 - Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project, project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of Contracting Authority IO, acting reasonably, such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co). (b) Subject Project Co shall identify the individuals who are critical to the performance of the Project Co’s obligations Co Services in Schedule 7 - Key Individuals no later than 8 months prior to the TIC Scheduled Completion Date. Project Co shall use commercially reasonable efforts to ensure that Key Individuals such persons remain involved in the Works as Project Co Services in the capacity set out in Section 12.4(a)Schedule 7 - Key Individuals and, if it becomes necessary in particular, will not, for the duration of the Project Co Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the opinion of IO, acting reasonably, such involvement would have a material adverse effect on the Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 7 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority IO with relevant information on the proposed replacement and shall consult with Contracting Authority IO before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 7 - Key Individuals without the prior written consent of Contracting AuthorityIO, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In . (d) If IO determines, acting reasonably, that it is in the event Project Co fails to nominate a competent suitably qualified and experienced permanent replacement or replacements for a period best interests of greater than 120 days from the date it became necessary for Project Co to replace IO that any individual identified in Schedule 9 7 - Key IndividualsIndividuals be replaced, IO shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall pay to Contracting Authority liquidated damages as set out provide IO with relevant information on the proposed replacement and shall consult with IO before finalizing the appointment of such replacement. Project Co shall not replace of any of the individuals identified in Schedule 21 – Liquidated Damages 7 - Key Individuals without the prior written consent of IO, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and Construction Enforcement Regimeexperienced.