Common use of Key Individuals Clause in Contracts

Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Schedule 9 – Key Individuals and, in particular, will not, for the duration of the Design and Construction Works or the Highway Work, 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 the City such involvement would have a material adverse effect on the Design and Construction Works or the Highway Work. (b) The individuals who are critical to the performance of the Maintenance Services are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Maintenance Services in the capacity set out in Schedule 9 – Key Individuals and, in particular, will not, for the duration of the Maintenance 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 the City, such involvement would have a material adverse effect on the Maintenance Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 – Key Individuals, Project Co shall provide the City with relevant information on the proposed replacement and shall consult with 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 the City, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (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 Individuals be replaced, the City 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 provide the City with relevant information on the proposed replacement and shall consult with the City before finalizing the appointment of such replacement.

Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Design and Construction Works or the Highway WorkWorks, 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 the City WCH acting reasonably, such involvement would have a material adverse effect on the Design and Construction Works or the Highway WorkWorks. (b) The individuals who are critical to the performance of the Maintenance Project Co Services are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Maintenance Project Co Services in the capacity set out in Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Maintenance 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 the CityWCH, acting reasonably, such involvement would have a material adverse effect on the Maintenance Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 – - Key Individuals, Project Co shall provide the City WCH with relevant information on the proposed replacement and shall consult with the City WCH 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 the CityWCH, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If the City WCH determines, acting reasonably, that it is in the best interests of the City WCH that any individual identified in Schedule 9 – - Key Individuals be replaced, the City WCH 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 provide the City WCH with relevant information on the proposed replacement and shall consult with the City WCH 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 WCH, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Design and Construction Works or the Highway WorkWorks, 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 the City HHS acting reasonably, such involvement would have a material adverse effect on the Design and Construction Works or the Highway WorkWorks. (b) The individuals who are critical to the performance of the Maintenance Project Co Services are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Maintenance Project Co Services in the capacity set out in Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Maintenance 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 the CityHHS, acting reasonably, such involvement would have a material adverse effect on the Maintenance Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 – - Key Individuals, Project Co shall provide the City HHS with relevant information on the proposed replacement and shall consult with the City HHS 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 the CityHHS, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If the City HHS determines, acting reasonably, that it is in the best interests of the City HHS that any individual identified in Schedule 9 – - Key Individuals be replaced, the City HHS 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 provide the City HHS with relevant information on the proposed replacement and shall consult with the City HHS 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 HHS, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Design and Construction Works or the Highway WorkWorks, 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 the City IO, acting reasonably, such involvement would have a material adverse effect on the Design and Construction Works or the Highway WorkWorks. (b) The individuals who are critical to the performance of the Maintenance Project Co Services are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Maintenance Project Co Services in the capacity set out in Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Maintenance 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 the CityIO, acting reasonably, such involvement would have a material adverse effect on the Maintenance Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 – - Key Individuals, Project Co shall provide the City IO with relevant information on the proposed replacement and shall consult with the City IO 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 the CityIO, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If the City IO determines, acting reasonably, that it is in the best interests of the City IO that any individual identified in Schedule 9 – - Key Individuals be replaced, the City 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 provide the City IO with relevant information on the proposed replacement and shall consult with the City IO 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 IO, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work 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 Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Part A of Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Design and Construction Works or the Highway WorkWorks, 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 the City HMQ, acting reasonably, such involvement would have a material adverse effect on the Design and Construction Works or the Highway WorkWorks. (b) The Subject to the following sentence of this Section 10.4(b), the individuals who are critical to the performance of the Maintenance Project 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 IndividualsIndividuals are also critical to the performance of the Project Co Services and will be identified to HMQ 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 such persons identified in Part B of Schedule 9 – Key Individuals, and persons to be identified in Part C of Schedule 9 – Key Individuals remain involved in the Maintenance Project Co Services in the capacity set out in Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Maintenance 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 the CityHMQ, acting reasonably, such involvement would have a material adverse effect on the Maintenance Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 – - Key Individuals, Project Co shall provide the City HMQ with relevant information on the proposed replacement and shall consult with the City HMQ 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 the CityHMQ, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If the City HMQ determines, acting reasonably, that it is in the best interests of the City HMQ that any individual identified in Schedule 9 – - Key Individuals be replaced, the City HMQ 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 provide the City HMQ with relevant information on the proposed replacement and shall consult with the City HMQ 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 HMQ, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.

Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Design and Construction Works or the Highway WorkWorks, 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 the City MHCP, acting reasonably, such involvement would have a material adverse effect on the Design and Construction Works or the Highway WorkWorks. (b) The individuals who are critical to the performance of the Maintenance Project Co Services are identified in Schedule 9 – - Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Maintenance Project Co Services in the capacity set out in Schedule 9 – - Key Individuals and, in particular, will not, for the duration of the Maintenance 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 the CityMHCP, acting reasonably, such involvement would have a material adverse effect on the Maintenance Project Co Services. (c) If Project Co considers it necessary to replace any individual identified in Schedule 9 – - Key Individuals, Project Co shall provide the City MHCP with relevant information on the proposed replacement and shall consult with the City MHCP 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 the CityMHCP, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (d) If the City MHCP determines, acting reasonably, that it is in the best interests of the City MHCP that any individual identified in Schedule 9 – - Key Individuals be replaced, the City MHCP 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 provide the City MHCP with relevant information on the proposed replacement and shall consult with the City MHCP 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 MHCP, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.