Common use of Subcontracting of Services Clause in Contracts

Subcontracting of Services. (a) The management and coordination of the Work and the operation and maintenance of the HOT Lanes shall, at all times from the Closing Date and continuing during the OSSA Term, be under the direction of the Operating Company, which may perform its management services relating to Work, traffic management, ordinary maintenance and repair, and other responsibilities under this Agreement through use of its own personnel, materials and equipment, or by subcontracting to Persons with the expertise, qualifications, experience, competence, skills and know-how to perform the responsibilities being subcontracted in accordance with all applicable Laws, all Regulatory Approvals and the terms, conditions and standards set forth in this Agreement. Notwithstanding its use of a subcontractor, the Operating Company remains ultimately responsible for the management and coordination of the Work and the operation and maintenance of the HOT Lanes during the OSSA Term in accordance with this Agreement. Any subcontractor shall at all times be subject to the direction and control of the Operating Company and, to the extent specified herein, the Concessionaire, and any delegation to a subcontractor does not relieve the Operating Company of any obligations, duties or liability hereunder. (b) To the extent that the Operating Company intends to subcontract all or substantially all of its obligations and responsibilities under the Agreement to a subcontractor, the Operating Company shall not engage or appoint such subcontractor unless the Concessionaire and the Department have approved such subcontractor. The Operating Company shall immediately notify the Concessionaire and the Department upon the termination or resignation of such subcontractor. Any agreement between the Operating Company and such subcontractor shall by its terms terminate without penalty at the election of the Department upon three Business Days’ notice to such subcontractor upon the termination of this Agreement. No subcontractor shall have any interest in or rights under this Agreement or the Project.

Subcontracting of Services. (a) The management and coordination of the Work and the operation and maintenance of the HOT Lanes shall, at all times from the Closing Date Financial Close and continuing during the OSSA Term, be under the direction of the Operating Company, which may perform its management services relating to Work, traffic management, ordinary maintenance and repair, and other responsibilities under this Agreement through use of its own personnel, materials and equipment, or by subcontracting to Persons with the expertise, qualifications, experience, competence, skills and know-how to perform the responsibilities being subcontracted in accordance with all applicable LawsLaw, all Regulatory Approvals Governmental Approvals, the CA and the terms, conditions and standards set forth in this Agreement. As required by Section 24.02(j) of the CA, the Operating Company covenants that it will not subcontract any part of the Work to a subcontractor who is not prequalified with the Department in accordance with the Department’s Rules Governing Prequalification Privileges (as such term is used in the CA), unless otherwise indicated in the CA; provided, that this restriction does not apply to contract specialty items, consultants, manufacturers, suppliers, haulers or snow removal service providers. Notwithstanding its use of a subcontractor, the Operating Company remains ultimately responsible for the management and coordination of the Work and the operation and maintenance of the HOT Lanes during the OSSA Term in accordance with this Agreement. Any subcontractor shall at all times be subject to the direction and control of the Operating Company and, to the extent specified herein, the Concessionaire, and any delegation to a subcontractor does not relieve the Operating Company of any obligations, duties or liability hereunder. (b) To the extent that the Operating Company intends to subcontract all or substantially all of its obligations and responsibilities under the this Agreement to a subcontractor, the Operating Company shall not engage or appoint such subcontractor unless the Concessionaire and the Department have approved such subcontractor. The Operating Company shall immediately notify the Concessionaire and the Department upon the termination or resignation of such subcontractor. Any agreement between the Operating Company and such subcontractor shall by its terms terminate without penalty at the election of the Department upon three five (5) Business Days’ notice to such subcontractor the Operating Company upon the termination of this Agreement. No subcontractor shall have any interest in or rights under this Agreement or the Project.