Common use of Subcontracting Clause in Contracts

Subcontracting. A. Contractor shall not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor a. The AAA may, without further notice to DSHS; subcontract for those services specifically defined in the Area Plan submitted to and approved by DSHS, except subcontracts with for-profit entities must have prior DSHS approval. b. The AAA must obtain prior written approval from DSHS to subcontract for services not specifically defined in the approved Area Plan. c. Any subcontracts shall not subcontract be in writing and the AAA shall be responsible to ensure that all terms, conditions, assurances and certifications set forth in this Agreement are included in any and all client services Subcontracts unless an exception to including a particular term or any portion terms has been approved in advance by DSHS. d. Subcontractors are prohibited from subcontracting for direct client services without the prior written approval from the AAA. e. When the nature of the performance service the subcontractor is to provide requires a certification, license or approval, the AAA may only subcontract with such contractors that have and agree to maintain the appropriate license, certification or accrediting requirements/standards. f. In any contract or subcontract awarded to or by the AAA in which the authority to determine service recipient eligibility is delegated to the AAA or to a subcontractor, such contract or subcontract shall include a provision acceptable to DSHS that specifies how client eligibility will be determined and how service applicants and recipients will be informed of their right to a fair hearing in case of denial or termination of a service, or failure to act upon a request for services with reasonable promptness. g. If DSHS, the AAA, and a subcontractor of the AAA are found by a jury or trier of fact to be rendered hereunder without jointly and severally liable for damages rising from any act or omission from the express written approval of Con Xxxxxx as contract, then DSHS shall be responsible for its proportionate share, and the AAA shall be responsible for its proportionate share. Should the subcontractor be unable to satisfy its joint and several liability, DSHS and the AAA shall share in the subcontractor’s unsatisfied proportionate share in direct proportion to the tasks to respective percentage of their fault as found by the jury or trier of fact. Nothing in this term shall be subcontracted construed as creating a right or remedy of any kind or nature in any person or party other than DSHS and the Subcontractor; provided, however, that this limitation AAA. This term shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on event of a settlement by either DSHS or the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallAAA. h. Any subcontract shall designate subcontractor as AAA’s Business Associate, as soon defined by HIPAA, and shall include provisions as practicable after execution required by HIPAA for Business Associate contract. AAA shall ensure that all client records and other PHI in possession of subcontractor are returned to AAA at the termination or expiration of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingsubcontract. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. The Contractor agrees not to subcontract any of its services, unless as indicated in its proposal, without the prior written approval of the Department. Approval shall not be unreasonably withheld upon receipt of written request to subcontract. The Contractor may arrange for a portion/s of its responsibilities under this Agreement to be subcontracted to qualified, responsible subcontractors, subject to approval of the Department. If the Contractor determines to subcontract all or any a portion of the services, the subcontractors must be clearly identified and the nature and extent of its involvement in and/or proposed performance to under this Agreement must be rendered hereunder without fully explained by the express written approval of Con Xxxxxx as Contractor to the tasks to be subcontracted and Department. As part of this explanation, the Subcontractor; provided, however, that this limitation shall not apply subcontractor must submit to the purchase Department a completed Vendor Assurance of standard commercial supplies No Conflict of Interest or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallDetrimental Effect form, as soon as practicable after required by the Contractor prior to execution of this Agreement. The Contractor retains ultimate responsibility for all services performed under the Contract, notify Con Edison Agreement. All subcontracts shall be in writing of any Subcontractor proposed to be employed on the Work. Contractor and shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractorcontain provisions, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorare functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this Agreement including, but not limited to, naming Consolidated Edison Company the body of this Agreement, Appendix A – Standard Clauses for New YorkYork State Contracts, Inc.Appendix C – Invitation for Bids (IFB), Orange and Rockland Utilitiesrequired proof of workers compensation and disability insurance. Unless waived in writing by the Department, Inc. all subcontracts between the Contractor and Consolidated Edisonsubcontractors shall expressly name the State, Inc. through the Department, as the sole intended third party beneficiary of such subcontract. The Department reserves the right to review and Contractor approve or reject any subcontract, as additional insureds. Subcontracts well as any amendment to said subcontract(s), and this right shall provide for Contractor not make the same rights Department or the State a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against the Subcontractor as Con Edison or O&R has hereunder against Department. The Department reserves the right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this Section and any subcontract provisions contained in this Agreement. The Contractor enters into shall give the Department immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subcontractor or any portion which may affect the performance of the performance Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement. All subcontractors shall be required to complete and submit a Vendor Responsibility Questionnaire for subcontracts valued at $100,000 or more over the term of the contract, or a Contractor Information Checklist for subcontracts valued at less than $100,000 over the term of the contract, unless the subcontractor is an entity that is exempt from reporting by OSC (exempt entities can be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesfound online at xxxx://xxx.xxx.xxxxx.xx.xx/vendrep/resources_docreq_agency.htm).

Subcontracting. A. Contractor Nothing contained in this Agreement or otherwise, shall not subcontract all or create any portion contractual relation between EDCTC and any Subconsultants, and no subagreement shall relieve the Consultant of the performance its responsibilities and obligations hereunder. The Consultant agrees to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible to EDCTC for the acts and omissions of its Subcontractors Subconsultants and their agents and representatives of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Consultant. The Consultant 's obligation to pay its Subconsultants is an independent obligation from EDCTC's obligation to make payments to the Consultant. B. The Consultant shall perform the work contemplated with resources available within its own acts organization and omission. Should any no portion of the work shall be subcontracted without written authorization by EDCTC’s Contract Administrator, except that which is expressly identified in the Consultant’s approved Subcontractor fail Cost Proposal. C. Any subagreement entered into as a result of this Agreement, shall contain all the provisions stipulated in this entire Agreement to perform be applicable to Subconsultants unless otherwise noted. D. Consultant shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the satisfaction Consultant by EDCTC. E. Any substitution of Con EdisonSubconsultants must be approved in writing by EDCTC’s Contract Administrator in advance of assigning work to a substitute Subconsultant. F. Prompt Progress Payment Consultant shall pay to any subconsultant, Con Edison shall have not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the right to rescind its approval and to require respective amounts allowed Consultant on account of the Work subcontracted to be work performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the subconsultants, to the Work to contain provisions which require extent of each subconsultant’s interest therein. In the Subcontractor to provide the same insurance coverage as event that there is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting good faith dispute over all or any portion of the performance to be rendered hereunder amount due on a costprogress payment from Consultant or subconsultant to a subconsultant, Consultant or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-plus DBE subconsultants. G. Prompt Payment of Withheld Funds to Subconsultants EDCTC shall hold retainage from Consultant and shall make prompt and regular incremental acceptances of portions, as determined by EDCTC of the contract work and pay retainage to Consultant based on these acceptances. Consultant or T&M basis subconsultant shall return all monies withheld in an amount exceeding $5,000retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by EDCTC. Any delay or postponement of payment may take place only for good cause and with EDCTC’s prior written approval. Any violation of these provisions shall subject the violating Consultant or subconsultant to the penalties, immediately after Contractor enters into such subcontractsanctions, Contractor and other remedies specified in Section 3321 of the California Civil Code. This requirement shall send not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to Consultant or subconsultant in the event of a copy dispute involving late payment or nonpayment by Consultant; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants. Any violation of such these provisions shall subject the violating Consultant or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by Consultant, deficient subcontract to: Consolidated Edison Company of New Yorkperformance, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesor noncompliance by a subconsultant.

Subcontracting. A. Contractor shall not subcontract all or any portion The BUILDER is authorised to sub-contract part of the performance work to be rendered hereunder without third party sub-contractors who will carry out works in accordance with the express written approval quality standards and shipbuilding practices outlined above at Article I. 3. (a) of Con Xxxxxx as this CONTRACT, provided that the work is done in Korea and the BUILDER shall have first given notice in writing to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply BUYER. Without prejudice to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution generality of the Contractforegoing, notify Con Edison in writing the BUILDER shall remain fully liable for the due and complete performance of any Subcontractor proposed to be employed on all the Work. Contractor shall not be relieved of any obligations hereunder by reason BUILDER’s obligation under this CONTRACT notwithstanding the entering into of any such approved subcontracting. B. Contractorsub-contract as aforesaid. However, shallthe VESSEL shall always remain at the SHIPYARD unless the BUYER and the BUILDER agree otherwise. No sub-contract shall bind or purport to bind the BUYER, notwithstanding Con Xxxxxx's approvaland each sub-contract shall be the responsibility of the BUILDER and not contain any retention rights, liens or other such rights that may interfere at anytime with the transfer of unencumbered ownership and title of the VESSEL by the BUILDER to the BUYER. All sub-contractors howsoever employed or engaged are hereby declared and agreed to be as sub-contractors employed or engaged by the BUILDER and the BUILDER agrees that it is and shall remain fully responsible for and liable in respect of any sub-contractors and/or their acts or omissions and, without prejudice to the acts generality of the foregoing, the BUILDER shall ensure control over supervision and omissions scheduling of the all work done by any subcontractor. The BUILDER hereby agrees that if any of its Subcontractors employees, servants or agents or those of the sub-contractors appointed pursuant to this CONTRACT shall, in the reasonable opinion of the BUYER, not be carrying out properly their duties and their agents and representatives as responsibilities under or pursuant to the terms of this CONTRACT, the BUYER shall be entitled (by giving written notice to the BUILDER) to draw the same to the attention of the BUILDER and, if the BUYER considers it is for necessary, to request the BUILDER to replace such person(s) if the same are its own acts employees, servants or agents, or to use its best endeavours to replace such person(s) if the same are the employees, servants or agents of a sub-contractor. The BUILDER shall investigate any such request, and, if found justified, take appropriate action. Any such replacement shall be within such a time scale so as to ensure that the BUILDER continues to carry out all of its duties and omissionobligations under or pursuant to this CONTRACT. Should The BUYER’s inspection and final assembly of any approved Subcontractor fail subcontracted work shall be at the BUILDER’s SHIPYARD. The BUILDER will arrange for the BUYER to perform execute pre-production inspection of sub-contractors premises by providing reasonable advanced notice to inspect the satisfaction of Con Edison, Con Edison shall have facility. The BUYER retains the right to rescind its approval and to require inspect vetting records by BUILDER’s Quality Control Department confirming compliance with the Work subcontracted to be performed by Contractor or by another approved SubcontractorBUILDER’s quality standards. Nothing contained herein The BUYER’s rights hereunder shall create any contractual rights not in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also way be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is reduced in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy respect of such subcontract to: Consolidated Edison Company sub-contracted work and the BUYER shall not bear any additional costs in respect of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativessuch sub-contracted work.

Subcontracting. A. The Contractor agrees not to subcontract any of its services, unless as indicated in its proposal, without the prior written approval of the Department. Approval shall not be unreasonably withheld upon receipt of written request to subcontract. The Contractor may arrange for a portion/s of its responsibilities under this Agreement to be subcontracted to qualified, responsible subcontractors, subject to approval of the Department. If the Contractor determines to subcontract all or any a portion of the services, the subcontractors must be clearly identified and the nature and extent of its involvement in and/or proposed performance to under this Agreement must be rendered hereunder without fully explained by the express written approval of Con Xxxxxx as Contractor to the tasks to be subcontracted and Department. As part of this explanation, the Subcontractor; provided, however, that this limitation shall not apply subcontractor must submit to the purchase Department a completed Vendor Assurance of standard commercial supplies No Conflict of Interest or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallDetrimental Effect form, as soon as practicable after required by the Contractor prior to execution of this Agreement. The Contractor retains ultimate responsibility for all services performed under the Contract, notify Con Edison Agreement. All subcontracts shall be in writing of any Subcontractor proposed to be employed on the Work. Contractor and shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractorcontain provisions, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorare functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this Agreement including, but not limited to, naming Consolidated Edison Company the body of this Agreement, Appendix A – Standard Clauses for New YorkYork State Contracts, Inc.Appendix C – Request for Proposals (RFP), Orange and Rockland Utilitiesrequired proof of workers compensation and disability insurance. Unless waived in writing by the Department, Inc. all subcontracts between the Contractor and Consolidated Edisonsubcontractors shall expressly name the State, Inc. through the Department, as the sole intended third party beneficiary of such subcontract. The Department reserves the right to review and Contractor approve or reject any subcontract, as additional insureds. Subcontracts well as any amendment to said subcontract(s), and this right shall provide for Contractor not make the same rights Department or the State a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against the Subcontractor as Con Edison or O&R has hereunder against Department. The Department reserves the right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this Section and any subcontract provisions contained in this Agreement. The Contractor enters into shall give the Department immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subcontractor or any portion which may affect the performance of the performance Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement. All subcontractors shall be required to complete and submit a Vendor Responsibility Questionnaire for subcontracts valued at $100,000 or more over the term of the contract, or a Contractor Information Checklist for subcontracts valued at less than $100,000 over the term of the contract, unless the subcontractor is an entity that is exempt from reporting by OSC (exempt entities can be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesfound online at xxxx://xxx.xxx.xxxxx.xx.xx/vendrep/resources_docreq_agency.htm).

Subcontracting. A. Contractor (a) The Concessionaire may appoint at its cost and risk, Contractors possessing the requisite skill, expertise, capacity and technical and financial qualifications, for the performance of any of its obligations under this Agreement, provided the Concessionaire shall not subcontract at all times be solely responsible and liable for any defect, deficiency or delay in the construction and erection of the structures/equipment or any portion part thereof and for the management, operation and maintenance of the performance to be rendered hereunder without Project in accordance with the express written approval provisions of Con Xxxxxx as this Agreement and provided further that this does not result in the assignment of any of the rights vested with the Concessionaire under this Agreement to the tasks Contractors. The Concessionaire shall ensure that any of its obligations, which are relevant to the scope of work of a Contractor pursuant to this Agreement, are incorporated in the terms and conditions under which such Contractor is retained. (b) The Concessionaire shall supervise, monitor and control the activities of Contractors under their respective Project Contracts as may be subcontracted necessary. (c) For the avoidance of doubt, it is hereby clarified that notwithstanding the appointment of a Contractor by the Concessionaire for any of the aforesaid purposes, the Concessionaire shall be liable for the performance of its duties and for the discharge of all its obligations and responsibilities which it shall have towards the Authority under this Agreement and the Subcontractor; provided, however, that this limitation shall not apply to the purchase appointment of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution Contractor(s) for any of the Contractaforesaid purposes shall neither release nor exonerate the Concessionaire from its obligations hereunder, notify Con Edison in writing including full and timely compliance with the terms of any Subcontractor proposed to be employed on the Workthis Agreement. Contractor The Concessionaire does hereby also agree and acknowledge that it shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully remain responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted obligations performed or to be performed by the Contractors/ subcontractors to the same extent as if such obligations were to be always performed by the Concessionaire and shall at all times be solely responsible for any defect, deficiency or delay by the Contractor or by another approved Subcontractor. Nothing contained herein in the implementation of the Project/execution of Works. (d) The Concessionaire further undertakes and covenants that it shall create be solely responsible for all payments to be made to the Contractors and shall indemnify the Authority and keep it indemnified and harmless from and against any contractual rights and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses that the ADCL may incur, insofar as such losses directly arise out of, in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable way relate to, or result from the non- performance by the Concessionaire of its obligations to the Work Contractors including non-payment of any monies to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesContractors.

Subcontracting. A. The Contractor agrees not to subcontract any of its services, unless as indicated in its proposal, without the prior written approval of OVS. Approval shall not be unreasonably withheld upon receipt of written request to subcontract. The Contractor may arrange for a portion/s of its responsibilities under this Agreement to be subcontracted to qualified, responsible subcontractors, subject to approval of OVS. If the Contractor determines to subcontract all or any a portion of the performance to services, the subcontractors must be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted clearly identified and the Subcontractor; providednature and extent of its involvement in and/or proposed performance under this Agreement must be fully explained by the Contractor to OVS. As part of this explanation, however, that this limitation shall not apply the subcontractor must submit to the purchase OVS a completed Vendor Assurance of standard commercial supplies No Conflict of Interest or raw materialsDetrimental Effect form (Att. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall1), as soon as practicable after required by the Contractor prior to execution of this Agreement. The Contractor retains ultimate responsibility for all services performed under the Contract, notify Con Edison Agreement. All subcontracts shall be in writing of any Subcontractor proposed to be employed on the Work. Contractor and shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractorcontain provisions, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorare functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this Agreement including, but not limited to, naming Consolidated Edison Company the body of this Agreement, Appendix A – Standard Clauses for New YorkYork State Contracts and the Itemized Budget (Appendix B). Unless waived in writing by OVS, Inc.all subcontracts between the Contractor and subcontractors shall expressly name the State, Orange through OVS, as the sole intended third party beneficiary of such subcontract and Rockland Utilities, Inc. shall clearly describe the goods or services to be provided and Consolidated Edison, Inc. and Contractor as additional insuredsthe total cost of such goods or services. Subcontracts for services only shall provide for Contractor separately state the same rights rate of compensation on a per-hour or per-day basis. OVS reserves the right to review and approve or reject any subcontract, as well as any amendment to said subcontract(s), and this right shall not make OVS or the State a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against OVS. OVS reserves the Subcontractor as Con Edison or O&R has hereunder against right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this subdivision and any subcontract provisions contained in this Agreement. The Contractor enters into shall give OVS immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subcontractor or any portion which may affect the performance of the Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement. If at any time during performance under this Agreement total compensation to a subcontractor exceeds or is expected to exceed $100,000, that subcontractor shall be rendered hereunder on required to submit and certify a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesVendor Responsibility Questionnaire.

Subcontracting. A. Contractor shall not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison Xxx Xxxxxx in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison Xxx Xxxxxx or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor The Consultant agrees not to subcontract any of its services, unless as indicated in its proposal, without the prior written approval of the State. Approval shall not be unreasonably withheld upon receipt of written request to subcontract. The CONSULTANT may arrange for a portion(s) of its responsibilities under this AGREEMENT to be subcontracted to qualified, responsible subconsultants/subcontractors, subject to approval of the STATE. If the CONSULTANT determines to subcontract all or any a portion of the services, the subconsultants/subcontractors must be clearly identified and the nature and extent of its involvement in and/or proposed performance to under this AGREEMENT must be rendered hereunder without fully explained by the express written approval of Con Xxxxxx as CONSULTANT to the tasks to be subcontracted and STATE. As part of this explanation, the Subcontractor; provided, however, that this limitation shall not apply subconsultant/subcontractor must submit to the purchase STATE a completed Vendor Assurance of standard commercial supplies No Conflict of Interest or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallDetrimental Effect form, as soon as practicable after required by the CONSULTANT prior to execution of this AGREEMENT. The CONSULTANT retains ultimate responsibility for all services performed under the Contract, notify Con Edison AGREEMENT. All subcontracts shall be in writing of any Subcontractor proposed to be employed on the Work. Contractor and shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractorcontain provisions, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorare functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this AGREEMENT including, but not limited to, naming Consolidated Edison Company the body of this AGREEMENT, “Documents Forming this Agreement”, Appendix A – Standard Clauses for New YorkYork State Contracts and the advertisement for proposals. Unless waived in writing by the STATE, Inc.all subcontracts between the CONSULTANT and subconsultants/subcontractors shall expressly name the STATE, Orange through the Department of Transportation, as the sole intended third party beneficiary of such subcontract. The STATE reserves the right to review and Rockland Utilitiesapprove or reject any subcontract, Inc. as well as any amendment to said subcontract(s), and Consolidated Edisonthis right shall not make the STATE a party to any subcontract or create any right, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor claim, or interest in the same rights subconsultant/subcontractor or proposed subconsultant/subcontractor against the Subcontractor as Con Edison or O&R has hereunder against Contractor STATE. The STATE reserves the right, at any time during the term of the AGREEMENT, to verify that the written subcontract between the CONSULTANT and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subconsultants/subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this Section and Contractor enters into any subcontract provisions contained in this AGREEMENT. The CONSULTANT shall give the STATE immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subconsultant/subcontractor or any portion which may affect the performance of the CONSULTANT’s duties under the AGREEMENT. Any subcontract shall not relieve the CONSULTANT in any way of any responsibility, duty and/or obligation of the AGREEMENT. If at any time during performance under this AGREEMENT total compensation to a subconsultant/subcontractor exceeds or is expected to exceed $100,000, that subconsultant/subcontractor shall be rendered hereunder on required to submit and certify a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesVendor Responsibility Questionnaire.

Subcontracting. A. Contractor (a) Except as otherwise provided in this Article, Seller shall not subcontract all nor sublet any work nor make any purchases without prior approval pursuant to Subarticle (c) and any such Subcontracts, sublets or purchases made without such approval shall not bind nor obligate Buyer in any portion manner. (b) Seller shall submit any request to subcontract, sublet or make any purchase to Buyer by written notice for prior approval. The Notice shall include the part number, model number, or description of service that will be listed with the performance Subcontractor and/or supplier. Buyer may, upon receipt of a Notice, approve the request. If Buyer does not notify Seller of its refusal to be rendered hereunder without approve the express request within thirty (30) days, Seller may assume that such approval has been granted. (c) Without the prior written approval of Con Xxxxxx Xxxxx, Seller may: i. subcontract or sublet work to any one Subcontractor to a value not exceeding $500,000 in the aggregate. ii. make off the shelf purchases and purchases of such standard articles and materials as are ordinarily manufactured or produced by xxxxx and manufacturers in the normal course of business; and iii. authorize its first and subsequent tier Subcontractors to subcontract, sublet or make purchases as permitted in Section (c) above. (d) Except as otherwise provided in this article, Seller shall follow Seller’s competitive process for the tasks subcontract or the sublet of any work of any kind or to be subcontracted make any purchase in connection with this contract. (e) Buyer or Government reserves the right to audit both Seller’s procedures and the Subcontractor; providedapplication of said procedures at any time to ensure that Seller maintains the fairness and integrity of its selection process. Seller shall, howeverupon request, that this limitation shall not apply provide Buyer or Canadian Government with access to all relevant documentation to allow for reasonable assessment of the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily selection procedures used in the industry on procurement relative to this contract within twenty (20) days of such request. (f) Seller recognizes that Buyer or Canadian Government Representatives, from time to time, may wish to meet with Subcontractors or suppliers. Any meetings between Buyer or Government Representatives or its authorized representatives and the work subcontractedSeller or the Seller’s suppliers shall be arranged through the Seller. Buyer may however, provided Con Xxxxxx has first approved arrange such a meeting should the proposed Subcontractor. Contractor shall, as soon as practicable after execution Seller refuse or neglect to arrange any such meeting following notice from Buyer or Government representatives. (g) Seller shall bind its suppliers to all those relevant terms of the ContractContract in order that they shall always be able to satisfactorily perform their obligations in such subcontracts, notify Con Edison sublets or purchases in writing a manner fully consistent with the due fulfillment of the terms of this contract by Seller. Deviations from the terms of this contract, including any termination rights in this contract, shall be at Seller’s entire risk. (h) Notwithstanding any other terms of this contract, Seller shall always be fully responsible and liable for any matters or things done or provided by any Subcontractor proposed or supplier pursuant to be employed on this contract. (i) No act nor omission of Seller, whether occurring before or after the Work. Contractor Effective Date of this contract, shall have the effect of rendering any monies payable by Buyer under this contract to any person, firm or corporation, other than the Seller, unless Buyer consents thereto in writing. (j) Subcontracts which contain security requirements or requiring access to SENSITIVE (Designated/Classified) information or assets shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for awarded without the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion prior written consent of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy Industrial Security Division of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives“PWGSC”.

Subcontracting. A. Contractor Subrecipient must perform all duties contemplated by this Subrecipient Agreement. None of Subrecipient’s duties or actions pursuant to this Subrecipient Agreement may be subcontracted, nor shall not subcontract all this Subrecipient Agreement be assigned, or any portion subcontracts made by Subrecipient, without the prior express written authorization of LCDJFS. B. Before subcontracting, Subrecipient shall disclose in writing to LCDJFS, the individual or entity Subrecipient proposes to subcontract with along with a brief summary of what work the proposed subcontractor shall be performing. LCDJFS shall have until the fifth (5TH) working day after receiving the disclosure to notify the Subrecipient (by telephone and written confirmation, e-mail or surface mail) of its approval or disapproval of the performance to be rendered hereunder without the express written approval proposed subcontractor. If LCDJFS disapproves of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provideda proposed subcontractor, however, that this limitation shall Subrecipient will not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize engage the services of specialty Subcontractors if they are customarily used the proposed subcontractor for work under this Agreement. In the event Subrecipient does not receive LCDJFS’ approval or disapproval by the end of the fifth (5TH) working day, the proposed subcontractor shall be deemed to be approved. C. All subcontracts shall be in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, same form as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts this Agreement and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform subject to the satisfaction of Con Edisonsame terms, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorconditions, and comply with the other requirements relating to insurance as are required of Contractor hereundercovenants, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange the direct monitoring and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion evaluation of the performance subcontract by LCDJFS and other applicable entities. No subcontracts shall in any case release Subrecipient from liability under this Agreement. Subrecipient is solely responsible for making direct payment to the subcontractor for subcontracted services. D. Subrecipient shall be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send responsible for submitting a copy of each subcontract to LCDJFS within thirty (30) days of the effective date of this Agreement or, if later, within thirty (30) days of contracting with a subcontractor. Subrecipient and subcontractor agree to make any and all amendments to the subcontract that may be required by LCDJFS. E. Subrecipients are required to follow all federal, state and local procurement rules regarding the purchase of equipment, subcontracting and program materials, including making efforts to utilize small and minority-owned businesses, women’s business enterprises and labor surplus area firms when they are potential resources for supplies, equipment and services. LCDJFS will provide any reasonably necessary training to the subcontractors regarding such subcontract to: Consolidated Edison Company rules. Procurement rules for Health and Human Services are located in Code of New YorkFederal Regulations 45 CFR 75.327 and procurement rules for Ohio Job and Family Services are located in Ohio Administrative Code 5101:9-4-07 and 5101:9-4-07. 01. Any subcontracts made by Subrecipient to a unit of local government, Inc. 0 Xxxxxx Xxxxx New Yorkuniversity, N.Y. 10003 Attention: Purchasing Department Section Managerhospital, Technology other nonprofit, or commercial organization will be made in accordance with 45 CFR 75, as applicable, and Strategic Initiativeswill impose upon any subcontractor(s) the requirements of 45 CFR 75 as applicable, as well as federal, state and local law.

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the O&M Period, with the prior written consent of the Jal Xxxxx. (b) The Concessionaire shall not subcontract all provide a copy of each proposed Subcontract, along with details of the relevant Subcontractor, to the Jal Xxxxx for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 8.3(b) above, the Jal Xxxxx shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any portion Subcontractor and the corresponding Subcontract by the Jal Xxxxx shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the O&M Period; (ii) the Subcontract is on terms consistent with this Agreement; (iii) the Subcontract contains provisions that provide, at the Jal Nigam's option, for the Subcontract to be novated or assigned to the Jal Xxxxx or its nominee without any further consent or the approval from the Concessionaire or the Subcontractor or entitle the Jal Xxxxx or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of the Jal Xxxxx shall always be subject to the substitution rights of the Lenders under this Agreement or the Substitution Agreement; and (iv) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractors. (e) If the Jal Xxxxx does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by the express written approval Jal Xxxxx. (f) Within 7 days of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to the Jal Xxxxx for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New Yorkthe Jal Xxxxx and the process set out in this Clause 8.3 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by the Jal Xxxxx, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Agreement for all work and services subcontracted under this Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Agreement. All references in this Agreement to any act, Technology and Strategic Initiativesdefault, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors.

Subcontracting. A. Contractor Acucela shall not subcontract all or any portion part of the performance to be rendered hereunder without Development activities without, in each instance, obtaining the express prior written approval of Con Xxxxxx as to the tasks to be subcontracted and the SubcontractorOtsuka; provided, however, that this limitation Development activities may be conducted by CROs selected by the JDC as and to the extent approved by the JDC and Otsuka’s prior written approval of any other subcontractor may be evidenced in the minutes of any JDC meeting or in any Development Plan; and provided further that if Otsuka, through the exercise of its final decision-making authority on the JDC, requires Acucela to conduct activities of a materially different nature than those that Acucela had previously agreed to perform, or that had been allocated to Acucela pursuant to a previous Development Plan agreed to by Acucela, and if Acucela is not reasonably able to perform itself such materially different activities, then Otsuka shall not apply unreasonably withhold, condition or delay its approval of a subcontractor to perform such materially different activities. Notwithstanding Otsuka’s or the JDC’s approval of a subcontractor, Acucela’s right to subcontract, including to an approved CRO, shall be subject to the purchase following: (a) none of standard commercial supplies Otsuka’s rights hereunder shall be diminished or raw materials. Contractor may utilize otherwise adversely affected as a result of such subcontracting, (b) the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor subcontractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind further subcontract Development work unless agreed upon in writing by Otsuka (or, in the case of approved CROs, the JDC), (c) Acucela shall be responsible and liable for the performance by any subcontractor of, or failure of any subcontractor to comply with, and Acucela guarantees the compliance by each subcontractor with, all relevant restrictions, limitations and obligations in this Agreement, and (d) such permitted subcontracting shall not relieve Acucela of any liability or obligation under this Agreement, except to the extent satisfactorily performed by such subcontractor. In addition, Acucela shall use Commercially Reasonable Efforts to negotiate each agreement with each such permitted subcontractor (“Development Subcontractor Agreement”) to provide that: (i) such subcontractor shall assign to Otsuka, and all employees of such subcontractor shall be under written obligation to assign to Otsuka, in each case without any additional compensation, all inventions and intellectual property made by such subcontractor and such subcontractor’s employees in the course of performing Development activities, (ii) such subcontractor shall be bound by obligations of confidentiality and non-use that are no less stringent than those undertaken by the Parties pursuant to this Agreement, (iii) during the term of the Development Subcontractor Agreement and thereafter (up to * after completion of Development) such subcontractor shall allow Otsuka or its approval designee to audit such subcontractor’s sites and clinical trial sites used in Development and all data, results, records, notebooks and other information resulting from such clinical trials or other services conducted by such subcontractor (including the right to require inspect and copy such records and notebooks) once annually (or more often if any such annual audit reveals a failure by such subcontractor to comply with GLP, GCP or any other Applicable Laws or if Otsuka reasonably believes that such a failure to comply exists) in the Work subcontracted location(s) where such data, records and information are maintained by such subcontractor, upon reasonable notice and during such subcontractor’s regular business hours and under obligations of confidence, for the purposes of verifying such subcontractor’s compliance with GLP, GCP and other Applicable Laws; and (iv) Otsuka is a third party beneficiary of the Development Subcontractor Agreement. Each Development Subcontractor Agreement shall be reviewed and approved by Otsuka prior to Acucela’s or the subcontractor’s execution thereof, and Otsuka shall not be obligated to approve any Development Subcontractor Agreement that does not contain provisions consistent with clauses (i) through (iv) in the preceding sentence; provided, however, that if Acucela has complied with its obligation to use Commercially Reasonable Efforts as set forth in the preceding sentence and Otsuka fails or declines to approve a Development Subcontractor Agreement, and Acucela is not reasonably able to perform itself the applicable activities intended to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any subcontracted pursuant to such Development Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable Agreement, delays that may be attributable to the Work failure to contain provisions which require the approve such Development Subcontractor Agreement shall not be construed as delays attributable to provide the same insurance coverage as is required of ContractorAcucela, and comply with shall not give rise to any right of termination by Otsuka pursuant to Section 13.4(a). Acucela shall use Commercially Reasonable Efforts to monitor and enforce the other requirements relating to insurance as are required terms of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the each Development Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesAgreement.

Subcontracting. A. Contractor (a) The Concessionaire may appoint at its cost and risk, Contractors possessing the requisite skill, expertise, capacity and technical and financial qualifications, for the performance of any of its obligations under this Agreement, provided the Concessionaire shall not subcontract at all times be solely responsible and liable for any defect, deficiency or delay in the construction and erection of the structures/equipment or any portion part thereof and for the management, operation and maintenance of the performance to be rendered hereunder without Project in accordance with the express written approval provisions of Con Xxxxxx as this Agreement and provided further that this does not result in the assignment of any of the rights vested with the Concessionaire under this Agreement to the tasks Contractors. The Concessionaire shall ensure that any of its obligations, which are relevant to the scope of work of a Contractor pursuant to this Agreement, are incorporated in the terms and conditions under which such Contractor is retained. (b) The Concessionaire shall supervise, monitor and control the activities of Contractors under their respective Project Contracts as may be subcontracted necessary. (c) For the avoidance of doubt, it is hereby clarified that notwithstanding the appointment of a Contractor by the Concessionaire for any of the aforesaid purposes, the Concessionaire shall be liable for the performance of its duties and for the discharge of all its obligations and responsibilities which it shall have towards the Authority under this Agreement and the Subcontractor; provided, however, that this limitation shall not apply to the purchase appointment of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution Contractor(s) for any of the Contractaforesaid purposes shall neither release nor exonerate the Concessionaire from its obligations hereunder, notify Con Edison in writing including full and timely compliance with the terms of any Subcontractor proposed to be employed on the Workthis Agreement. Contractor The Concessionaire does hereby also agree and acknowledge that it shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully remain responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted obligations performed or to be performed by the Contractors/ subcontractors to the same extent as if such obligations were to be always performed by the Concessionaire and shall at all times be solely responsible for any defect, deficiency or delay by the Contractor or by another approved Subcontractor. Nothing contained herein in the implementation of the Project/execution of Works. (d) The Concessionaire further undertakes and covenants that it shall create be solely responsible for all payments to be made to the Contractors and shall indemnify the Authority and keep it indemnified and harmless from and against any contractual rights and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses that the ADCL may incur, insofar as such losses directly arise out of, in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable way relate to, or result from the non-performance by the Concessionaire of its obligations to the Work Contractors including non- payment of any monies to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesContractors.

Subcontracting. A. Contractor 22.1 Provider may not subcontract any part of the Scope of Supply unless previously approved by Company in writing (which approval shall not subcontract all be unreasonably conditioned, withheld or any delayed). 22.2 In the event Company approves that a portion of the performance to Scope of Supply be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved it is stipulated that Provider shall be solely responsible towards the proposed SubcontractorCompany for engaging, managing, supervising and paying any such subcontractors, and Provider shall defend and indemnify Company from any claims brought by such subcontractor against the Company. Contractor shallAny use of subcontractors to execute part of its activities does not exclude or limit the obligations and burdens contractually assumed by the Contractor, as soon as practicable after who shall remain liable towards Company for the execution of the Contract, notify Con Edison in writing of any Subcontractor proposed as well as for paying compensation to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingthird parties injured during its execution. B. Contractor22.3 Provider shall require that any of the Scope of Supply performed by subcontractors be received, inspected and otherwise furnished in accordance with this Contract, and Provider shall be solely liable for all acts, omissions, liabilities and Scope of Supply (including defects therein) of its subcontractors. 22.4 Any subcontracts must be consistent with the terms and provisions of the Contract, and at a minimum, all subcontracts shall: a. require the subcontractors to comply with applicable laws; b. provide that Company has the right of inspection as provided in the Contract; c. require such subcontractors to abide by the safety and security provisions of the Contract and HSE Terms (Annex 4); d. provide guarantees and warranties with respect to its portion of the Scope of Supply; e. stipulate that the subcontractor is not deemed a third-party beneficiary of this Contract; and f. name Company as an intended third-party beneficiary and include a provision to allow the assignment of that agreement to Company, notwithstanding Con Xxxxxx's approvalfollowing a default by Provider or termination or expiration of this Contract. 22.5 The Provider is obligated to include in any and all contracts with his subcontractors a similar clause, be as fully responsible by which they agree to comply with the requirements of the present contract related to: a. Clause 31 (Code of Ethics, etc.) b. Health, Safety and Environmental Terms (Annex 4); c. Clause for the acts and omissions transmission of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform the subcontract to the satisfaction Company in case of Con Edisontermination/default of the Main Contractor. Upon receipt of bill of lading signed off, Con Edison the Provider shall have deliver to the Company the proof documentation about workers payment and tax fulfilment. Following the outcomes of the checks, the Company reserves the right to rescind its approval adopt the most appropriate action in accordance with law and contract. 22.6 The Company may require to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor Provider to provide a Declaration about his subcontractors’ payment, undersigned by Provider and his subcontractors. The Declaration refers to previous sub-contractors payment period. 22.7 The Company reserves the same insurance coverage as is required of Contractor, and comply with right to block payments in case the other requirements relating to insurance as are required of Contractor hereunder, including, but Provider does not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor submit the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesDeclaration.

Subcontracting. A. Contractor LONZA, in fulfilling the role of a general contractor, shall have responsibility to engage and manage all Subcontractors to perform the Pre-Build Activities pursuant to written subcontract agreements or material purchase orders, as applicable (each, a “Subcontract”). LONZA shall be responsible for ensuring that all Subcontractors comply with the terms and conditions of this Agreement and shall remain responsible to CLIENT for all activities of Subcontractors to the same extent as if such activities had been undertaken by LONZA itself. Without limiting the foregoing, LONZA shall ensure that all Subcontracts, so far as practicable, contain terms and conditions consistent with this Agreement, including Sections C.1 through C.7 of this Exhibit 9.4.1 to the extent applicable to Subcontractors. LONZA shall hold all Subcontractors, including all persons directly or indirectly employed by them, responsible for any damages due to breach of contract, negligence, willful misconduct or intentional wrongful omission and shall use reasonable diligent efforts to recover such damages. Nothing contained in this Agreement shall create a contractual relationship between CLIENT and such Subcontractors. LONZA shall keep the CLIENT, via the JPBC, reasonably informed from time to time regarding the negotiation of, and progress toward entering into, the various Subcontracts, and LONZA shall reasonably consult with CLIENT, via the JPBC, regarding the financial and other material terms of any Subcontract that are outside of the scope of a bid approved by the JPBC for such Subcontract, and the financial and other material terms of any Subcontract that was not the subject of a bid approved by the JPBC. LONZA shall not subcontract all enter into any Subcontract which imposes obligations directly on CLIENT, or any portion of the performance to be rendered hereunder which contains terms that are not consistent with this Agreement, without the express prior written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingCLIENT. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor a. The AAA may, without further notice to DSHS, subcontract for those services specifically defined in the Area Plan submitted to and approved by DSHS, except subcontracts with for-profit entities must have prior DSHS approval. b. The AAA must obtain prior written approval from DSHS to subcontract for services not specifically defined in the approved Area Plan. c. Any subcontracts shall not subcontract be in writing and the AAA shall be responsible to ensure that all terms, conditions, assurances and certifications set forth in this Agreement are included in any and all client services Subcontracts unless an exception to including a particular term or any portion terms has been approved in advance by DSHS. d. Subcontractors are prohibited from subcontracting for direct client services without the prior written approval from DSHS. e. When the nature of the performance service the subcontractor is to provide requires a certification, license or approval, the AAA may only subcontract with such contractors that have and agree to maintain the appropriate license, certification or accrediting requirements/standards. f. In any contract or subcontract awarded to or by the AAA in which the authority to determine service recipient eligibility is delegated to the AAA or to a subcontractor, such contract or subcontract shall include a provision acceptable to DSHS that specifies how client eligibility will be determined and how service applicants and recipients will be informed of their right to a fair hearing in case of denial or termination of a service, or failure to act upon a request for services with reasonable promptness. g. If DSHS, the AAA, and a subcontractor of the AAA are found by a jury or trier of fact to be rendered hereunder without jointly and severally liable for damages arising from any act or omission from the express written approval of Con Xxxxxx as contract, then DSHS shall be responsible for its proportionate share, and the AAA shall be responsible for its proportionate share. Should the subcontractor be unable to satisfy its joint and several liability, DSHS and the AAA shall share in the subcontractor’s unsatisfied proportionate share in direct proportion to the tasks to respective percentage of their fault as found by the jury or trier of fact. Nothing in this term shall be subcontracted construed as creating a right or remedy of any kind or nature in any person or party other than DSHS and the Subcontractor; provided, however, that this limitation AAA. This term shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on event of a settlement by either DSHS or the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallAAA. h. Any subcontract shall designate subcontractor as AAA’s Business Associate, as soon defined by HIPAA, and shall include provisions as practicable after execution required by HIPAA for Business Associate contract. AAA shall ensure that all client records and other PHI in possession of subcontractor are returned to AAA at the termination or expiration of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingsubcontract. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor shall 9.1 You must not assign the benefit and obligations nor subcontract all the Services under this Agreement without our prior written consent. Any such consent may be given subject to whatever conditions we or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingDonor consider appropriate. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as 9.2 You agree that at all times you shall remain fully responsible for the acts performance of your obligations and omissions that of its Subcontractors your Personnel and any subcontractors under this Agreement. 9.3 When subcontracting work under this Agreement you shall ensure that all relevant obligations under this Agreement are passed onto the subcontractor. Notwithstanding this requirement you agree that you remain at all times liable for the performance or non- performance of a subcontractor engaged by you. 9.4 Any subcontract entered into by you for the performance of any part of the Goods/Services must contain a clause under which the subcontractor assumes your obligations (including all obligations under Australian Law and development policies), and gives all the warranties you give, under this Contract to the extent they are relevant to the Goods/Services the subcontractor is subcontracted to perform. 9.5 Any subcontract issued by you under this Agreement must include the right of DT Global or the Donor, in the event of the Donor issuing a notice of substitution under the Deed of Novation to further novate the subcontract to another contractor. 9.6 When subcontracting work under this Agreement, you must ensure that any Subcontractor engaged during the term of this contract (or their agents and representatives Related Entities) is not: (a) listed on a World Bank List or a Relevant List, (b) subject to any proceedings or an informal process which could lead to listing on a World Bank List or listing on a Relevant List; (c) temporarily suspended from tendering for World Bank or other donors of development funds contracts, pending the outcome of a sanctions process; (d) the subject of an investigation (whether formal or informal) by the World Bank or another donor of development funding; and (e) Named by the Director of Workplace Gender Equality in a report to the responsible Minister as it is for its own acts and omissionan employer currently not complying with the reporting requirements of the Workplace Gender Equality Act 2012 (Cth). 9.7 If you have engaged a subcontractor in contravention of Clause 9.6, you must immediately on becoming aware or being notified of the breach, terminate the subcontract. Should any approved Subcontractor fail Any costs incurred by you in relation to termination shall be borne by you. 9.8 You must maintain up-to-date records of the names of all subcontractors engaged by you to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion part of the performance Services. If requested by us, you: (a) must, within five (5) working days, provide to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send us a copy of such subcontract to: Consolidated Edison Company the records of New Yorksubcontractors’ names, Inc. 0 Xxxxxx Xxxxx New Yorkin the format specified by us; (b) agree that we or the Donor may disclose publicly the names of any of your subcontractors; (c) must ensure that the subcontractor agrees that we or the Donor may disclose the subcontractor's name publicly; and (d) must provide to us or the Donor, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology a copy of any proposed or executed subcontract. (e) Any subcontracting procurement opportunities under this Subcontractor agreement must adhere to DFAT’s AusConnect guidance and Strategic Initiativesmay need to be advertised on the AusConnect Portal (xxxxx://xxxxxxxxxx.xxxx.xxx.xx).

Subcontracting. A. The Contractor agrees not to subcontract any of its services, unless as indicated in its proposal, without the prior written approval of the Department. Approval shall not be unreasonably withheld upon receipt of written request to subcontract. The Contractor may arrange for a portion/s of its responsibilities under this Contract to be subcontracted to qualified, responsible subcontractors, subject to prior approval of the Department. If the Contractor decides to subcontract all or any a portion of the services, the subcontractors must be clearly identified and the nature and extent of its involvement in and/or proposed performance to under this contract must be rendered hereunder without fully explained by the express written approval of Con Xxxxxx as Contractor to the tasks to be subcontracted and Department. As part of this explanation, the Subcontractor; provided, however, that this limitation shall not apply subcontractor must submit to the purchase Department a completed Vendor Assurance of standard commercial supplies No Conflict of Interest or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallDetrimental Effect form, as soon as practicable after required by the Contractor prior to execution of this contract. The Contractor retains ultimate responsibility for all services performed under the Contract, notify Con Edison contract. All subcontracts shall be in writing of any Subcontractor proposed to be employed on the Work. Contractor and shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractorcontain provisions, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorare functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this contract including, but not limited to, naming Consolidated Edison Company the body of this contract, Appendix A – Standard Clauses for New YorkYork State Contracts, Inc.Appendix B – Standard Clauses for All New York State Department of Environmental Conservation Contracts, Orange Appendix C - Standard Clauses for Ethics in all New York State Department of Environmental Conservation Contracts, and Rockland Utilitiesthe Solicitation Document. Unless waived in writing by the Department, Inc. all subcontracts between the Contractor and Consolidated Edisonsubcontractors shall expressly name the State, Inc. through the Department, as the sole intended third party beneficiary of such subcontract. The Department reserves the right to review and Contractor approve or reject any subcontract, as additional insureds. Subcontracts well as any amendment to said subcontract(s), and this right shall provide for Contractor not make the same rights Department or the State a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against the Subcontractor as Con Edison or O&R has hereunder against Department. The Department reserves the right, at any time during the term of the contract, to verify that the written subcontract between the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this Section and any subcontract provisions contained in this contract. The Contractor enters into shall give the Department immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subcontractor or any portion which may affect the performance of the Contractor’s duties under the contract. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the contract. If at any time during performance under this contract total compensation to a subcontractor exceeds or is expected to exceed $100,000, or as otherwise requested by the Department that subcontractor shall be rendered hereunder on required to submit and certify a cost-plus Vendor Responsibility Questionnaire. The Firm offering to provide services pursuant to this Procurement/Contract, as a contractor, joint venture contractor, subcontractor, or T&M basis consultant, attests that its performance of the services outlined in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send this Procurement/Contract does not and will not create a copy conflict of such subcontract to: Consolidated Edison Company interest with nor position the Firm to breach any other contract currently in force with the State of New York. Furthermore, Inc. 0 Xxxxxx Xxxxx New Yorkthe Firm attests that it will not act in any manner that is detrimental to any State project on which the Firm is rendering services. Specifically, N.Y. 10003 Attention: Purchasing Department Section Managerthe Firm attests that: 1. The fulfillment of obligations by the Firm, Technology as proposed in the response, does not violate any existing contracts or agreements between the Firm and Strategic Initiativesthe State; 2. The fulfillment of obligations by the Firm, as proposed in the response, does not and will not create any conflict of interest, or perception thereof, with any current role or responsibility that the Firm has with regard to any existing contracts or agreements between the Firm and the State; 3. The fulfillment of obligations by the Firm, as proposed in the response, does not and will not compromise the Firm’s ability to carry out its obligations under any existing contracts between the Firm and the State; 4. The fulfillment of any other contractual obligations that the Firm has with the State will not affect or influence its ability to perform under any contract with the State resulting from this Procurement; 5. During the negotiation and execution of any contract resulting from this Procurement, the Firm will not knowingly take any action or make any decision which creates a potential for conflict of interest or might cause a detrimental impact to the State as a whole including, but not limited to, any action or decision to divert resources from one State project to another; 6. In fulfilling obligations under each of its State contracts, including any contract which results from this Procurement, the Firm will act in accordance with the terms of each of its State contracts and will not knowingly take any action or make any decision which might cause a detrimental impact to the State as a whole including, but not limited to, any action or decision to divert resources from one State project to another; 7. No former officer or employee of the State who is now employed by the Firm, nor any former officer or employee of the Firm who is now employed by the State, has played a role with regard to the administration of this contract procurement in a manner that may violate section 73(8)(a) of the State Ethics Law; and 8. The Firm has not and shall not offer to any employee, member or director of the State any gift, whether in the form of money, service, loan, travel, entertainment, hospitality, thing or promise, or in any other form, under circumstances in which it could reasonably be inferred that the gift was intended to influence said employee, member or director, or could reasonably be expected to influence said employee, member or director, in the performance of the official duty of said employee, member or director or was intended as a reward for any official action on the part of said employee, member or director.

Subcontracting. A. Contractor shall not 9.1 Intermediary may subcontract all performance of the Interventions (or any portion of part thereof) and enter into a Service Agreement with a Service Provider, either as a supplement to or substitute for the performance to be rendered hereunder without Service Agreement only with the express prior, written approval of Con Xxxxxx NYSDOL (and USDOL approval if required under the Grant) and with respect to direct services provided to released offenders, with the approval of DOCCS and OSC, provided that in each such case, NYSDOL, OSC and DOCCS approval will not be unreasonably withheld or delayed. NYSDOL acknowledges that Intermediary will enter into a Service Agreement with Service Provider and any other Service Providers so approved to provide support, in the form attached hereto as Exhibit A, with such changes as are agreed between Intermediary and Service Provider and have been approved in writing by NYSDOL (which approval will not be unreasonably withheld, delayed or conditioned). In all cases where Intermediary wishes to subcontract its performance of the Interventions, Intermediary must confirm to NYSDOL in writing that the proposed subcontractor is able and willing to be bound by the terms of this Agreement in the same manner as Intermediary and provide NYSDOL with a copy of the proposed subcontract or such other detailed subcontract information requested by NYSDOL. Intermediary will obtain from its subcontractor and provide to NYSDOL all information that NYSDOL reasonably deems relevant to a determination as to whether the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply subcontractor is a responsible contractor. Any costs incurred by Intermediary in giving effect to the purchase provisions of standard commercial supplies or raw materialsthis Article IX will be borne by Intermediary. Contractor may utilize the services Subcontracting any part of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing this Agreement will not relieve Intermediary of any Subcontractor proposed to of its obligations or duties under this Agreement. Intermediary will be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully and will remain responsible for the acts and omissions of its Subcontractors and their agents and representatives subcontractors as it is for its own though such acts and omissionomissions were those of Intermediary. Should In the event that a new Intermediary replaces SFI pursuant to Section 11.3(c)(i), all outstanding Service Provider agreements with SFI will be assigned to and assumed by the New Intermediary. In the event of an Early Outcome Process pursuant to Section 11.3(c)(ii), such agreements will be assigned to and assumed by Managing Member. In either case of assignment and assumption, following such assignment and assumption, SFI will have no further liability hereunder except pursuant to Article X and Section 17.9, provided, however, that notwithstanding the survival of any approved Subcontractor fail to perform to the satisfaction of Con Edisonsuch provisions, Con Edison shall SFI will have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor no liability for (i) any acts, omissions or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion breaches of the performance to be rendered hereunder on a cost-plus replacement Intermediary or T&M basis in an amount exceeding $5,000, immediately (ii) indemnification obligation under Article XIV for facts or circumstances arising after Contractor enters into such subcontract, Contractor shall send a copy the date of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology assignment and Strategic Initiativesassumption.

Subcontracting. A. Contractor Nothing contained in this AGREEMENT or otherwise, shall not subcontract all or create any portion contractual relation between the VCTC and any Subcontractors, and no subagreement shall relieve the CONTRACTOR of the performance its responsibilities and obligations hereunder. The CONTRACTOR agrees to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible to the VCTC for the acts and omissions of its Subcontractors and their agents and representatives of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONTRACTOR. The CONTRACTOR's obligation to pay its Subcontractors is an independent obligation from the VCTC's obligation to make payments to the CONTRACTOR. B. The CONTRACTOR shall perform the work contemplated with resources available within its own acts organization and omission. Should any no portion of the work shall be subcontracted without written authorization by the VCTC Contract Administrator, except that which is expressly identified in the CONTRACTOR’s approved Subcontractor fail Cost Proposal. C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to perform be applicable to Subcontractors unless otherwise noted. D. CONTRACTOR shall pay its Subcontractors within Fifteen (15) calendar days from receipt of each payment made to the satisfaction CONTRACTOR by the VCTC. E. Any substitution of Con EdisonSubcontractors must be approved in writing by the VCTC Contract Administrator in advance of assigning work to a substitute Subcontractor. F. Prompt Progress Payment CONTRACTOR or Subcontractor shall pay to any Subcontractor, Con Edison shall have not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the right to rescind its approval and to require respective amounts allowed CONTRACTOR on account of the Work subcontracted to be work performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the Subcontractors, to the Work to contain provisions which require extent of each subcontractor’s interest therein. In the Subcontractor to provide the same insurance coverage as event that there is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting good faith dispute over all or any portion of the performance to be rendered hereunder amount due on a costprogress payment from CONTRACTOR or Subcontractor to a Subcontractor, CONTRACTOR or Subcontractor may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the Subcontractor, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to the prevailing party’s attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-plus DBE subcontractors. G. Prompt Payment of Withheld Funds to Subcontractors VCTC may hold retainage from CONTRACTOR and shall make prompt and regular incremental acceptances of portions, as determined by the VCTC, of the contract work, and pay retainage to CONTRACTOR based on these acceptances. No retainage will be held by the VCTC from progress payments due to CONTRACTOR. CONTRACTORS and Subcontractors are prohibited from holding retainage from Subcontractors. Any delay or T&M basis postponement of payment may take place only for good cause and with the VCTC’s prior written approval. Any violation of these provisions shall subject the violating CONTRACTOR or Subcontractor to the penalties, sanctions, and other remedies specified in an amount exceeding $5,000Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, immediately after Contractor enters into such subcontractadministrative or judicial remedies, Contractor otherwise available to CONTRACTOR or Subcontractor in the event of a dispute involving late payment or nonpayment by CONTRACTOR, deficient Subcontractor performance and/or noncompliance by a Subcontractor. This clause applies to both DBE and non-DBE Subcontractors. H. Any violation of these provisions shall send subject the violating CONTRACTOR or Subcontractor to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONTRACTOR or subcontractor in the event of a copy of such dispute involving late payment or nonpayment by CONTRACTOR, deficient subcontract to: Consolidated Edison Company of New Yorkperformance, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesor noncompliance by a subcontractor.

Subcontracting. A. Contractor shall not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New YorkXxx Xxxx, N.Y. 10003 X.X. 00000 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor shall Seller and Buyer agree that Seller may not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty any Subcontractors if they are customarily used without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Xxxxx has agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the industry on services of the work subcontractedApproved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved Subcontractor, provided Con Xxxxxx has first approved then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Contractor shallBuyer shall have the right, as soon as practicable after execution acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the Contractrelevant equipment due to capacity constraints, notify Con Edison Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in writing Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor proposed to under this Clause 4.2 shall only be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts portion of Seller’s obligations so approved by Xxxxx. No subcontract with an Approved Subcontractor shall bind or purport to bind Buyer, but each such subcontract shall contain a provision permitting its assignment to Buyer, Owner or the Lenders upon Buyer’s or Seller’s written request. Seller acknowledges and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison agrees that Buyer shall have the right to rescind consent to and approve the supplier of each major component of equipment comprising the Liquefaction Train System, [***] (each a “Major Component”), and confirms the strategy to use the same Approved Subcontractor identified on Appendix G for each item, as identified by its approval and to require specific Tag Number, for all Liquefaction Trains. To assist Xxxxx in the Work subcontracted to be performed by Contractor selection of Major Components, for each potential vendor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor supplier of a Major Component, Seller agrees to provide Buyer with access to: (a) the same insurance coverage identity of the potential vendor or supplier; (b) the delivery and schedule terms for the Major Component; (c) in the case of the Cold Boxes and heat exchangers, the price negotiated by Seller for such Major Components; and (d) all technical and performance information for each Major Component requested by Xxxxx. To the extent a Major Component supplier is changed based on a Buyer directive and, as a result of such change in Major Component supplier, Seller incurs a documented incremental increase in the price of the Major Component or delay in the delivery of the Major Component that adversely affects the Delivery Date, Seller shall be entitled to a Change Order for an equitable adjustment in the Contract Price and the Project Schedule for the applicable Liquefaction Train System. Seller further acknowledges that it shall notify Buyer before subcontracting with any Major Subcontractor (excluding for the avoidance of doubt any Approved Subcontractor) supplying materials or fabrication services in connection with the performance of the Agreement that is required located in Asia. Buyer shall have the right to reject any such Major Subcontractor so long as a reasonably comparable subcontractor located outside of ContractorAsia is identified as capable of performing the relevant scope of supply, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but in such event Seller shall not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters enter into a subcontract with the Asia-based entity. If Buyer has rejected such proposed Major Subcontractor and the comparable subcontractor located outside of Asia that was identified as capable of performing the relevant scope of supply is not acceptable, in Seller’s reasonable determination, for price, quality or schedule reasons (with Seller having validated for Buyer its determination as to such comparable subcontractor), then, unless such comparable subcontractor is an Approved Subcontractor, Seller shall be entitled to a Subcontractor Change Order for any resulting incremental and documented increase in the Contract Price or adjustment to whom Contractor is subcontracting all or any portion the Project Schedule, in each case as a result of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy Xxxxx’s rejection of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesproposed Major Subcontractor.

Subcontracting. A. Contractor shall Seller and Buyer agree that Seller may not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty any Subcontractors if they are customarily used without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Xxxxx has agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the industry on services of the work subcontractedApproved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved Subcontractor, provided Con Xxxxxx has first approved then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Contractor shallBuyer shall have the right, as soon as practicable after execution acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the Contractrelevant equipment due to capacity constraints, notify Con Edison Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in writing Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor proposed to under this Clause 4.2 shall only be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts portion of Seller’s obligations so approved by Xxxxx. No subcontract with an Approved Subcontractor shall bind or purport to bind Buyer, but each such subcontract shall contain a provision permitting its assignment to Buyer, Owner or the Lenders upon Buyer’s or Seller’s written request. Seller acknowledges and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison agrees that Buyer shall have the right to rescind consent to and approve the supplier of each major component of equipment comprising the Liquefaction Train System, [***] (each a “Major Component”), and confirms the strategy to use the same Approved Subcontractor identified on Appendix G for each item, as identified by its approval specific Tag Number, for all Liquefaction Trains. To assist Xxxxx in the selection of Major Components, for each potential vendor or supplier of a Major Component, Seller agrees to provide Buyer with access to: (a) the identity of the potential vendor or supplier; (b) the delivery and schedule terms for the Major Component; (c) in the case of the Cold Boxes and heat exchangers, the price negotiated by Seller for such Major Components; and (d) all technical and performance information for each Major Component requested by Xxxxx. To the extent a Major Component supplier is changed based on a Buyer directive and, as a result of such change in Major Component supplier, Seller incurs a documented incremental increase in the price of the Major Component or delay in the delivery of the Major Component that adversely affects the Delivery Date, Seller shall be entitled to require a Change Order for an equitable adjustment in the Work subcontracted Contract Price and the Project Schedule for the applicable Liquefaction Train System. To the extent that Seller obtains a discount or reduced purchase price from the supplier of Cold Boxes, Seller agrees to be performed by Contractor pass such discount or by another approved Subcontractor. Nothing contained herein shall create any contractual rights savings on to Buyer through a reduction in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the Contract Price, except to the Work extent such discount or reduced purchase price results from a material change in the terms and conditions between Seller and such supplier of Cold Boxes that is adverse to contain provisions which require Seller. No such discount or material change shall result in a reduction in the quality or capability of performance of the Liquefaction Train System. Seller further acknowledges that it shall notify Buyer before subcontracting with any Major Subcontractor (excluding for the avoidance of doubt any Approved Subcontractor) supplying materials or fabrication services in connection with the performance of this Agreement that is located in Asia. Buyer shall have the right to provide reject any such Major Subcontractor so long as a reasonably comparable subcontractor located outside of Asia is identified as capable of performing the same insurance coverage as is required relevant scope of Contractorsupply, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but in such event Seller shall not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters enter into a subcontract with the Asia-based entity. If Buyer has rejected such proposed Major Subcontractor and the comparable subcontractor located outside of Asia that was identified as capable of performing the relevant scope of supply is not acceptable, in Seller’s reasonable determination, for price, quality or schedule reasons (with Seller having validated for Buyer its determination as to such comparable subcontractor), then, unless such comparable subcontractor is an Approved Subcontractor, Seller shall be entitled to a Subcontractor Change Order for any resulting incremental and documented increase in the Contract Price or adjustment to whom Contractor is subcontracting all or any portion the Project Schedule, in each case as a result of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy Xxxxx’s rejection of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesproposed Major Subcontractor.

Subcontracting. A. 20.1 The Contractor shall not assign or subcontract all or any portion of the performance to be rendered hereunder this Contract without the express written approval consent of Con Xxxxxx as Verdant. Said consent must be sought in writing by the Contractor not less than fifteen (15) days prior to the tasks date of any proposed assignment. 20.2 Any subcontracted entity performing work under this Contract is subject to be subcontracted all the provisions and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution requirements of the Contract, notify Con Edison in writing of . Subcontracted entities are accountable to Contractor regarding fiscal record keeping and Project activities. Contractor must enter into a formal subcontract agreement with any Subcontractor proposed subcontractor and such agreement must specify what services are to be employed on provided, to whom and over what time, the Workline item breakdown of each cost associated with the subcontract, reimbursement provisions, and language which addresses compliance with all applicable regulations related to this funding source. A copy of each sub-contract agreement must be submitted to Verdant within thirty (30) days of the proposed subcontracted activities. A subcontract is not required for procurement of goods and one-time or infrequent services. Contractor shall not be relieved of should contact Verdant with any obligations hereunder by reason of any such approved subcontractingquestions related to this term. B. Contractor, 20.3 The following language must be included in all subcontracts: Subcontractor acknowledges that the contract for subcontractor’s services relates to a contract between the Contractor and Verdant Health Commission. Subcontractor shall, notwithstanding Con Xxxxxx's approvalat its sole cost and expense, be as fully responsible for protect, defend, indemnify, and hold harmless Verdant Health Commission, its commissioners, officers, employees, and agents, from any and all demands, liabilities, causes of action, costs and expenses (including attorneys’ fees), claims, judgments, or awards of damages, arising out of or in any way resulting from the acts and or omissions of the subcontractor, its Subcontractors and their agents and representatives directors, officers, employees, or agents, relating in any way to the subcontractor’s performance as it is for its own acts and omission. Should any approved Subcontractor fail to perform relates to the satisfaction contracted matter. These indemnification obligations shall survive the termination of Con Edison, Con Edison the contract. Subcontractor expressly agree and understand that the Verdant Health Commission is a third-party beneficiary to the contract between Contractor and subcontractor and shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor bring an action against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide enforce the same insurance coverage as is required provisions of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis paragraph.

Subcontracting. A. Contractor must perform all duties contemplated by this Contractor Agreement. None of Contractor’s duties or actions pursuant to this Contractor Agreement may be subcontracted, nor shall not subcontract all this Contractor Agreement be assigned, or any portion subcontracts made by Contractor, without the prior express written authorization of LCDJFS. B. Before subcontracting, Contractor shall disclose in writing to LCDJFS, the individual or entity Contractor proposes to subcontract with along with a brief summary of what work the proposed subcontractor shall be performing. LCDJFS shall have until the fifth (5TH) working day after receiving the disclosure to notify the Contractor (by telephone and written confirmation, e-mail or surface mail) of its approval or disapproval of the performance to be rendered hereunder without the express written approval proposed subcontractor. If LCDJFS disapproves of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provideda proposed subcontractor, however, that this limitation shall Contractor will not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize engage the services of specialty Subcontractors if they are customarily used the proposed subcontractor for work under this Agreement. In the event Contractor does not receive LCDJFS’ approval or disapproval by the end of the fifth (5TH) working day, the proposed subcontractor shall be deemed to be approved. C. All subcontracts shall be in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, same form as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts this Agreement and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform subject to the satisfaction of Con Edisonsame terms, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorconditions, and comply with the other requirements relating to insurance as are required of Contractor hereundercovenants, including, but not limited to, naming Consolidated Edison Company the direct monitoring and evaluation of New York, Inc., Orange the subcontract by LCDJFS and Rockland Utilities, Inc. and Consolidated Edison, Inc. and other applicable entities. No subcontracts shall in any case release Contractor as additional insuredsfrom liability under this Agreement. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of solely responsible for making direct payment to the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, subcontractor for subcontracted services. D. Contractor shall send be responsible for submitting a copy of each subcontract to LCDJFS within thirty (30) days of the effective date of this Agreement or, if implemented later, within thirty (30) days of contracting with a subcontractor. Contractor and subcontractor agree to make any and all amendments to the subcontract that may be required by LCDJFS. E. Contractors are required to follow all federal, state and local procurement rules regarding the purchase of equipment, subcontracting and program materials, including making efforts to utilize small and minority-owned businesses, women’s business enterprises and labor surplus area firms when they are potential resources for supplies, equipment and services. LCDJFS will provide any reasonably necessary training to the subcontractors regarding such subcontract to: Consolidated Edison Company rules. Procurement rules for Health and Human Services are located in Code of New YorkFederal Regulations 45 CFR 75.327 and procurement rules for Ohio Job and Family Services are located in Ohio Administrative Code 5101:9-4-07 and 5101:9-4-07. 01. Any subcontracts made by Contractor to a unit of local government, Inc. 0 Xxxxxx Xxxxx New Yorkuniversity, N.Y. 10003 Attention: Purchasing Department Section Managerhospital, Technology other nonprofit, or commercial organization will be made in accordance with 45 CFR 75, as applicable, and Strategic Initiativeswill impose upon any subcontractor(s) the requirements of 45 CFR 75, as applicable, as well as federal, state and local law.

Subcontracting. A. The Contractor shall agrees not to subcontract all or any portion of the performance to be rendered hereunder its services, unless as indicated in its proposal, without the express prior written approval of Con Xxxxxx as the Department. Approval shall not be unreasonably withheld upon receipt of written request to the tasks subcontract. The Contractor may arrange for a portion/s of its responsibilities under this Agreement to be subcontracted to qualified, responsible subcontractors, subject to approval of the Department. If the Contractor determines to subcontract a portion of its responsibilities, the subcontractors must be clearly identified and the Subcontractor; provided, however, that nature and extent of its involvement in and/or proposed performance under this limitation shall not apply Agreement must be fully explained by the Contractor to the purchase Department. As part of standard commercial supplies this explanation, the subcontractor must submit to the Department a completed Vendor Assurance of No Conflict of Interest or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallDetrimental Effect form, as soon as practicable after required by the Contractor prior to execution of this Agreement. The Contractor retains ultimate responsibility for all services performed under the Contract, notify Con Edison Agreement. All subcontracts shall be in writing of any Subcontractor proposed to be employed on the Work. Contractor and shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractorcontain provisions, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorare functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this Agreement including, but not limited to, naming Consolidated Edison Company the body of this Agreement, Appendix A – Standard Clauses for New YorkYork State Contracts, Inc.Appendix C – Invitation for Bids (IFB), Orange and Rockland Utilitiesrequired proof of workers compensation and disability insurance. Unless waived in writing by the Department, Inc. all subcontracts between the Contractor and Consolidated Edisonsubcontractors shall expressly name the State, Inc. through the Department, as the sole intended third party beneficiary of such subcontract. The Department reserves the right to review and Contractor approve or reject any subcontract, as additional insureds. Subcontracts well as any amendment to said subcontract(s), and this right shall provide for Contractor not make the same rights Department or the State a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against the Subcontractor as Con Edison or O&R has hereunder against Department. The Department reserves the right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this Section and any subcontract provisions contained in this Agreement. The Contractor enters into shall give the Department immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subcontractor or any portion which may affect the performance of the performance Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement. All subcontractors shall be required to complete and submit a Vendor Responsibility Questionnaire for subcontracts valued at $100,000 or more over the term of the contract, or a Contractor Information Checklist for subcontracts valued at less than $100,000 over the term of the contract, unless the subcontractor is an entity that is exempt from reporting by OSC (exempt entities can be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesfound online at xxxx://xxx.xxx.xxxxx.xx.xx/vendrep/resources_docreq_agency.htm).

Subcontracting. A. Contractor shall (a) Except as and to the extent ACI may agree otherwise in writing, Vendor may subcontract its obligations under this Agreement only in accordance with the following: (i) Except as set forth below, Vendor may not delegate or subcontract all or any portion of the performance its responsibilities under this Agreement (including to be rendered hereunder Affiliates) without the express prior written approval of Con Xxxxxx as ACI, which ACI may withhold in its sole discretion. Prior to entering into a subcontract with a third party, Vendor shall give ACI not less than ten (10) Business Days’ prior written notice specifying the components of the Services affected, the scope of the proposed subcontract, and the identity and qualifications of the proposed subcontractor. Notwithstanding the foregoing or any other provision in this Agreement to the tasks to be subcontracted and the Subcontractor; providedcontrary, howeverVendor may, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on ordinary course of business and without notice to ACI, subcontract for any third-party service and/or product that (1) is not material to any function constituting a Confidential Master Services Agreement part of the work subcontractedServices, and (2) does not result in a material change in the way Vendor conducts its business, provided Con Xxxxxx has first approved such subcontract does not adversely affect ACI, whether in performance of or Charges for the proposed SubcontractorServices or otherwise. Contractor shall, as soon as practicable after execution Without limitation of the Contractprovisions set forth in Section 5.3, notify Con Edison if ACI expresses concerns to Vendor about a subcontract covered by this Section 10.7(a)(i), Vendor shall discuss such concerns with ACI and work in writing of any Subcontractor proposed good faith to be employed resolve ACI’s concerns on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractinga mutually acceptable basis. B. Contractor(ii) ACI may request that Vendor use a particular subcontractor in certain limited circumstances in which case Vendor will attempt to use such proposed subcontractor unless Vendor persuades ACI that the use of such subcontractor would impair Vendor’s ability to satisfy the Service Levels or such use would cause a Vendor to breach an agreement. For purposes of clarity, shall, notwithstanding Con Xxxxxx's approval, Vendor Charges shall be as fully responsible for equitably adjusted should the acts and omissions use of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail such ACI requested subcontractor cause Vendors costs to perform to the satisfaction of Con Edison, Con Edison increase. (iii) ACI shall have the right to rescind revoke its prior approval of a subcontractor and direct Vendor to require replace such subcontractor if the Work subcontracted subcontractor’s performance is materially deficient, or there have been material misrepresentations by or concerning the subcontractor, or a subcontractor which at the time approved is a majority owned Affiliate of Vendor ceases to be such an Affiliate. (b) Vendor shall remain responsible for obligations, services and functions performed by Contractor subcontractors to the same extent as if such obligations, services and functions were performed by Vendor employees (including requiring subcontractors to adhere to the standards applicable to Vendor and the policies and procedures then in effect, whether promulgated by ACI or Vendor) and for purposes of this Agreement such work shall be deemed Services performed by another approved SubcontractorVendor. Nothing contained herein Vendor shall create be ACI’s sole point of contact regarding the Services performed by Vendor’s subcontractors, including with respect to payment. It is understood and agreed that, as between the Parties, Vendor shall be solely liable for all costs and payment obligations owed by Vendor to its subcontractors and third parties in connection with the Services. (c) In addition to any contractual rights other restrictions in any Subcontractor against Con Xxxxxx. Contractor this Agreement regarding confidentiality, Vendor shall not disclose ACI Confidential Information to a subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Vendor under this Agreement, and then only on a need-to-know basis. (d) To the extent subcontractors, agents, representatives or other entities perform the Services, Vendor shall cause all subcontracts applicable such entities to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the obligations and restrictions associated with the services, functions and responsibilities performed by such subcontractors, agents, representatives and other requirements entities that are applicable to Vendor under this Agreement In addition, Vendor shall include in its subcontracts, as “flow-down” provisions, provisions substantially similar to the provisions of this Agreement relating to insurance compliance with Applicable Laws; audit; confidentiality, security and Intellectual Property Rights of ACI; and each other provision which is necessary to assure that Vendor will fulfill its obligations under this Agreement. In addition, all documents (e.g., contracts) between Vendor and its subcontractors or other third parties relating to creative services shall contain a provision whereby the subcontractor transfers intellectual property rights to customer-developed materials to Vendor or Vendor’s customers. (e) Vendor will, at ACI’s request, enforce the subcontracts as are required necessary to cause the subcontracted obligations to be fulfilled on Vendor’s behalf in accordance with this Agreement. (f) Vendor shall exercise prudence and good business judgment in the selection and monitoring of Contractor hereunderperformance of subcontractors. In the event of loss resulting from such failure of Confidential Master Services Agreement performance by any subcontractor, includingthe burden shall be on Vendor to show that it complied with the aforesaid standard of selection and monitoring of the subcontractor. (g) ACI may request at any time, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts Vendor shall provide for Contractor within thirty (30) calendar days of such request, a listing of all Vendor employees, agents and subcontractors who are then performing Services under this Agreement, such listing to include basic information about each person including name, job title and basic job function with respect to the same rights against the Subcontractor Services. (h) Subcontractors as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion which ACI has, as of the performance to be rendered hereunder on a cost-plus or T&M basis Effective Date, given the approvals required by this Section 10.7 are identified in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesSchedule N (Approved Subcontractors).

Subcontracting. A. Contractor 20.1 Tempus shall not subcontract any Activities or obligations under this Agreement or a Task Order to a third party without GSK’s prior written consent, which such consent may be expressly documented in the applicable Task Order. 20.2 In the event that Tempus obtains GSK’s consent pursuant to Section 20.1, Tempus shall: i) give GSK at least [***] prior notice of its intention to subcontract any Activities or obligations to a third party; ii) provide GSK with all or any portion relevant details of the third party and subcontract reasonably requested by GSK; iii) obtain and deliver to GSK upon request appropriate assignments and documents necessary to transfer all Intellectual Property Rights to GSK from any Tempus Subcontractor assisting Tempus in the creation of materials, including without limitation, Results and Deliverables; iv) require that a third party approved as an Approved Subcontractor execute a written subcontract which incorporates all relevant obligations of Tempus under this Agreement; and v) procure and remain completely responsible for ensuring the satisfactory performance of all subcontracted Activities and material obligations, and liable for the performance of such Activities as between GSK and Tempus. 20.3 Any such subcontracting arrangement entered into between Tempus and any Approved Subcontractor shall clearly state roles and delegated tasks and the nature of the work that will be undertaken by the Approved Subcontractor with respect to the Activities to be rendered hereunder without performed. Tempus shall ensure that the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason terms of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for contract with an Approved Subcontractor do not conflict with (a) the acts and omissions requirements of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts Study Protocol where applicable to the Work Activities, (b) work instructions and specifications provided by GSK and agreed to contain provisions which require by Xxxxxx and/or (c) the Subcontractor terms of this Agreement. 20.4 In performance of the Activities, Xxxxxx will not use any Personnel employed by a Third Party, or subject to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract any agreement with a Subcontractor to whom Contractor is subcontracting all Third Party, that would grant such Third Party rights under the inventions or any portion discoveries of such Personnel and will not conduct activities using space or equipment owned by a Third Party, in each case, which would cause the performance GSK Arising IP or GSK Background IP to be rendered hereunder on a cost-plus or T&M basis subject to any rights in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy favor of such subcontract to: Consolidated Edison Company of New Yorka Third Party, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesunless otherwise approved by GSK.

Subcontracting. A. Contractor Subrecipient must perform all duties contemplated by this Subrecipient Agreement. None of Subrecipient’s duties or actions pursuant to this Subrecipient Agreement may be subcontracted, nor shall not subcontract all this Subrecipient Agreement be assigned, or any portion subcontracts made by Subrecipient, without the prior express written authorization of LCDJFS. B. Before subcontracting, Subrecipient shall disclose in writing to LCDJFS, the individual or entity Subrecipient proposes to subcontract with along with a brief summary of what work the proposed subcontractor shall be performing. LCDJFS shall have until the fifth (5TH) working day after receiving the disclosure to notify the Subrecipient (by telephone and written confirmation, e-mail or surface mail) of its approval or disapproval of the performance to be rendered hereunder without the express written approval proposed subcontractor. If LCDJFS disapproves of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provideda proposed subcontractor, however, that this limitation shall Subrecipient will not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize engage the services of specialty Subcontractors if they are customarily used the proposed subcontractor for work under this Agreement. In the event Subrecipient does not receive LCDJFS’ approval or disapproval by the end of the fifth (5TH) working day, the proposed subcontractor shall be deemed to be approved. C. All subcontracts shall be in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, same form as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts this Agreement and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform subject to the satisfaction of Con Edisonsame terms, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorconditions, and comply with the other requirements relating to insurance as are required of Contractor hereundercovenants, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange the direct monitoring and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion evaluation of the performance subcontract by LCDJFS and other applicable entities. No subcontracts shall in any case release Subrecipient from liability under this Agreement. Subrecipient is solely responsible for making direct payment to the subcontractor for subcontracted services. D. Subrecipient shall be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send responsible for submitting a copy of each subcontract to LCDJFS within thirty (30) days of the effective date of this Agreement or, if later, within thirty (30) days of contracting with a subcontractor. Subrecipient and subcontractor agree to make any and all amendments to the subcontract that may be required by LCDJFS. E. Subrecipients are required to follow all federal, state and local procurement rules regarding the purchase of equipment, subcontracting and program materials, including making efforts to utilize small and minority-owned businesses, women’s business enterprises and labor surplus area firms when they are potential resources for supplies, equipment and services. LCDJFS will provide any reasonably necessary training to the subcontractors regarding such subcontract to: Consolidated Edison Company rules. Procurement rules for Health and Human Services are located in Code of New YorkFederal Regulations 45 CFR 75.327 and procurement rules for Ohio Job and Family Services are located in Ohio Administrative Code 5101:9-4-07 and 5101:9-4-07.01. Any subcontracts made by Subrecipient to a unit of local government, Inc. 0 Xxxxxx Xxxxx New Yorkuniversity, N.Y. 10003 Attention: Purchasing Department Section Managerhospital, Technology other nonprofit, or commercial organization will be made in accordance with 45 CFR 75, as applicable, and Strategic Initiativeswill impose upon any subcontractor(s) the requirements of 45 CFR 75 as applicable, as well as federal, state and local law.

Subcontracting. A. Contractor shall not Provider may subcontract all or any portion of for the performance of Covered Services under this Agreement with a Subcontractor acceptable to be rendered hereunder without the express written approval SelectCare. Provider represents and warrants that its subcontracts with Subcontractor are sufficient to give Provider authority to contract on behalf of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed such Subcontractor. Contractor shall, as soon as practicable after Provider shall furnish SelectCare with copies of such subcontracts within ten (10) days of execution of the Contract, notify Con Edison in writing this Agreement and within ten (10) days of execution of any Subcontractor proposed to be employed on the Worksubsequent subcontracts by Provider. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a A subcontract with a Subcontractor shall be consistent with the terms and conditions of this Agreement and include an express agreement by Subcontractor (i) to whom Contractor perform the obligations of Provider and Participating Providers under this Agreement; (ii) that following payment by SelectCare to Provider in accordance with the terms and conditions of this Agreement, Provider is subcontracting all solely responsible, and SelectCare has no responsibility or liability, for any portion amounts owed to a Subcontractor for Covered Services provided to Members by such Subcontractor; and (iii) SelectCare has no responsibility or liability as a result of the nonpayment or other breach by Provider under its subcontract with Subcontractor. Provider agrees to oversee Subcontractor’s performance of its obligations under such subcontract and to be rendered hereunder on a cost-plus accountable to SelectCare and Members for the negligent performance or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy nonperformance of any obligation under such subcontract torelated to the provision of health care services to Members. Each Subcontractor must meet SelectCare’s credentialing requirements as a condition precedent to Subcontractor’s status as a Participating Provider under this Agreement. Provider shall terminate a particular Subcontractor immediately upon the request of SelectCare in the event of: Consolidated Edison Company of New York(a) Subcontractor’s failure to comply with SelectCare’s policies, Inc. 0 Xxxxxx Xxxxx New Yorkrules, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesor regulations; or (b) upon ninety (90) days prior notice without cause.

Subcontracting. A. Contractor 1. The requirements of this Agreement may not be subcontracted by CONSULTANT without the advance approval of COUNTY. Any attempt by CONSULTANT to subcontract without the prior consent of COUNTY may be deemed a material breach of this Agreement. 2. If CONSULTANT desires to subcontract, CONSULTANT shall not subcontract all or any portion provide the following information promptly at the COUNTY’s request: a. A description of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or the Subcontractor; b. A draft copy of the proposed subcontract; and c. Other pertinent information and/or certifications requested by another approved SubcontractorCOUNTY. 3. Nothing contained herein CONSULTANT shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable indemnify and hold COUNTY harmless with respect to the Work to contain provisions which require the Subcontractor to provide activities of each and every subconsultant/subcontractor in the same insurance coverage manner and to the same degree as is if such subconsultant/subcontractor(s) were the CONSUTLANT'S employees. 4. CONSULTANT shall remain fully responsible for all performances required of Contractorit under this Agreement, including those that CONSULTANT has determined to subcontract, notwithstanding COUNTY’s approval of CONSULTANTS’s proposed subcontract. 5. COUNTY’s consent to subcontract shall not waive the COUNTY’s right to prior and continuing approval of any and all personnel, including subconsultant/subcontractor employees, providing services under this Agreement. CONSULTANT is responsible to notify its subconsultants/subcontractors of this COUNTY right. 6. The County’s Project Manager is authorized to act for and on behalf of the COUNTY with respect to approval of any subcontract and subconsultant/subcontractor employees. After approval of the subcontract by the COUNTY, CONSULTANT shall forward a fully executed subcontract to COUNTY for their files. 7. CONSULTANT shall be solely liable and responsible for all payments or other compensation to all subconsultants/subcontractors and their officers, employees, agents, and comply with the other requirements relating to insurance as are required of Contractor successors in interest arising through services performed hereunder, includingnotwithstanding the COUNTY’s consent to subcontract. 8. CONSULTANT shall obtain certificates of insurance, but not limited to, naming Consolidated Edison Company which establish that the subconsultant/subcontractor maintains all the programs of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insuredsinsurance required by COUNTY from each approved subconsultant/subcontractor. Subcontracts COUNSULTANT shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that ensure delivery of all such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract documents to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesLos Angeles County Sheriff’s

Subcontracting. A. Contractor shall Spectrum may meet its obligations to supply the Licensed Product to Allergan hereunder through subcontracts with Third Parties, subject to the following requirements: (i) Spectrum may not subcontract all or any portion of the performance of any services or sublicense any rights set forth in this Section 3.3 to be rendered hereunder any sublicensee/subcontractor without the express Allergan’s prior written approval permission. Allergan may, in its sole discretion, disapprove of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractorany sublicensee/subcontractor; provided, however, that this limitation shall not apply that, Allergan hereby gives its written consent to the purchase use of standard commercial supplies or raw materialsthe following manufacturers as subcontractors pursuant to the terms of the contracts set forth on Schedule 3.3(b) (such contracts, the “Spectrum Manufacturing Agreements”). Contractor may utilize Within a reasonable time after the Effective Date, Spectrum will use commercially reasonable efforts to amend the Spectrum Manufacturing Agreements so that such agreements are assignable to Allergan (without further consent of a Third Party), provide Allergan with the same audit and inspection rights as those set forth herein, ensure that the quality standards of such agreements are no less stringent than those determined by the JSC pursuant to Section 3.3(d) below, and ensure that such sublicensee/subcontractor complies with all applicable regulatory obligations and applicable Law; (ii) Spectrum will supervise each sublicensee/subcontractor’s performance of the services and compliance with the terms of specialty Subcontractors if they are customarily used this Agreement; (iii) All fees, costs, and other expenses relating to each sublicensee/subcontractor shall be deemed Development Costs as set forth in the industry on JDP prior to the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution First Commercial Sale of the Contract, notify Con Edison Licensed Product in writing the Field of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of ContractorUse, and after the First Commercial Sale of the Licensed Product in the Field of Use shall be set forth in the supply agreement, and both shall be calculated without any surcharge for any sublicensee/subcontractor fees; (iv) Spectrum must enter into a written agreement with each sublicensee/subcontractor engaged by Spectrum after the Effective Date obligating such sublicensee/subcontractor to comply with Spectrum’s obligations under the other requirements relating applicable terms of this Agreement, including the quality standards determined by the JSC pursuant to insurance Section 3.3(d), and that the sublicensee/subcontractor will comply with all applicable regulatory obligations. Each such agreement shall be at least as are required protective of Contractor hereunderAllergan’s rights as the terms and conditions of this Agreement, includingand subordinate thereto. Spectrum shall require that Allergan be a third party beneficiary to each such agreement, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insuredsthat all such agreements be assignable to Allergan. Subcontracts Spectrum shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract Allergan with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of each executed agreement with each sublicensee/subcontractor permitted hereunder; (v) Spectrum will not retain (even if approved by Allergan) any sublicensee/subcontractor in any country where doing so would violate any applicable Laws, including due to embargoes or other restrictions; (vi) Spectrum acknowledges and agrees that, except and to the extent that Allergan assumes Spectrum’s manufacture obligations under Section 3.3(f), Allergan has no obligations under this Agreement to any such subcontract to: Consolidated Edison Company sublicensee/subcontractor and no sublicensee/subcontractor has any rights or remedies against Allergan hereunder (except where such agreements are assigned to Allergan hereunder); and (vii) Allergan has the right but not the obligation to directly pay the sublicensee/subcontractor for any manufacturing and supply services it performs on Spectrum’s behalf and to include the amount of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativessuch payment in the calculation of Development Costs under this Agreement prior to the First Commercial Sale of the Licensed Product in the Field of Use or as covered in the supply agreement after the First Commercial Sale of the Licensed Product in the Field of Use.

Subcontracting. A. The Contractor shall not assign or subcontract all or any portion of the performance to be rendered hereunder this Contract without the express written approval consent of Con Xxxxxx as the PHPDA. Said consent must be sought in writing by the Contractor not less than fifteen (15) days prior to the tasks date of any proposed assignment. Any subcontracted entity performing work under this Contract is subject to be subcontracted all of the provisions and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution requirements of the Contract, notify Con Edison in writing of . Subcontracted entities are accountable to Contractor with regard to fiscal record keeping and Project activities. Contractor must enter into a formal subcontract agreement with any Subcontractor proposed subcontractor and such agreement must specify what services are to be employed on provided, to whom and over what time, the Workline item breakdown of each cost associated with the subcontract, reimbursement provisions, and language which addresses compliance with all applicable regulations related to this funding source. A copy of each sub-contract agreement must be submitted to the PHPDA within thirty (30) days of the proposed subcontracted activities. A subcontract is not required for procurement of goods and one-time or infrequent services. Contractor shall not should contact the PHPDA with any questions related to this term. The following language must be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, included in all subcontracts: Subcontractor acknowledges that the contract for subcontractor’s services relates to a contract between the Contractor and the Pacific Hospital Preservation & Development Authority. Subcontractor shall, notwithstanding Con Xxxxxx's approvalat its sole cost and expense, be as fully responsible for protect, defend, indemnify, and hold harmless the Pacific Hospital Preservation & Development Authority, its directors, officers, employees, and agents, from any and all demands, liabilities, causes of action, costs and expenses (including attorneys’ fees), claims, judgments, or awards of damages, arising out of or in any way resulting from the acts and or omissions of the subcontractor, its Subcontractors and their agents and representatives directors, officers, employees, or agents, relating in any way to the subcontractor’s performance as it is for its own acts and omission. Should any approved Subcontractor fail to perform relates to the satisfaction contracted matter. These indemnification obligations shall survive the termination of Con Edison, Con Edison the contract. Subcontractor expressly agrees and understands that the Pacific Hospital Preservation & Development Authority is a third party beneficiary to the contract between Contractors and subcontractor and shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor bring an action against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide enforce the same insurance coverage as is required provisions of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis paragraph.

Subcontracting. A. The Contractor shall not may arrange for a portion/s of its responsibilities under this Agreement to be subcontracted to qualified, responsible subcontractors, subject to the prior written approval of the Department. If the Contractor determines to subcontract all or any a portion of the services, the subcontractors must be clearly identified and the nature and extent of its involvement in and/or proposed performance to under this Agreement must be rendered hereunder without fully explained by the express written approval of Con Xxxxxx as Contractor to the tasks to be subcontracted and Department. As part of this explanation, the Subcontractor; provided, however, that this limitation shall not apply subcontractor must submit to the purchase Department a completed Vendor Assurance of standard commercial supplies No Conflict of Interest or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallDetrimental Effect form, as soon as practicable after required by the Contractor prior to execution of this Agreement. The Contractor retains ultimate responsibility for all services performed under the Contract, notify Con Edison Agreement. All subcontracts shall be in writing of any Subcontractor proposed to be employed on the Work. Contractor and shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractorcontain provisions, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorare functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this Agreement including, but not limited to, naming Consolidated Edison Company the body of this Agreement, Appendix A – Standard Clauses for New YorkYork State Contracts, Inc.and required proof of insurance. Unless waived in writing by the Department, Orange all subcontracts between the Contractor and Rockland Utilitiessubcontractors shall expressly name the State, Inc. through the Department, as the sole intended third party beneficiary of such subcontract. The Department reserves the right to review and Consolidated Edisonapprove or reject any subcontract, Inc. as well as any amendment to said subcontract(s), and Contractor as additional insureds. Subcontracts this right shall provide for Contractor not make the same rights Department or the State a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against the Subcontractor as Con Edison or O&R has hereunder against Department. The Department reserves the right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this Section and any subcontract provisions contained in this Agreement. The Contractor enters into shall give the Department immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subcontractor or any portion which may affect the performance of the performance Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement. All subcontractors shall be required to complete and submit a Vendor Responsibility Questionnaire for subcontracts valued at $100,000 or more over the term of the contract, or a Contractor Information Checklist for subcontracts valued at less than $100,000 over the term of the contract, unless the subcontractor is an entity that is exempt from reporting by OSC (exempt entities can be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesfound online at xxxx://xxx.xxx.xxxxx.xx.xx/vendrep/resources_docreq_agency.htm).

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the O&M Period, with the prior written consent of the Executive Agency. (b) The Concessionaire shall not subcontract all provide a copy of each proposed Subcontract, along with details of the relevant Subcontractor, to the Executive Agency for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 8.3(b) above, the Executive Agency shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any portion Subcontractor and the corresponding Subcontract by the Executive Agency shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the O&M Period; (ii) the Subcontract is on terms consistent with this Agreement; (iii) the Subcontract contains provisions that provide, at the Executive Agency's option, for the Subcontract to be novated or assigned to the Executive Agency or its nominee without any further consent or the approval from the Concessionaire or the Subcontractor or entitle the Executive Agency or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of the Executive Agency shall always be subject to the substitution rights of the Lenders under this Agreement or the Substitution Agreement; and (iv) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractors. (e) If the Executive Agency does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by the express written approval Executive Agency. (f) Within 7 days of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to the Executive Agency for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New Yorkthe Executive Agency and the process set out in this Clause 8.3 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by the Executive Agency, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Agreement for all work and services subcontracted under this Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Agreement. All references in this Agreement to any act, Technology and Strategic Initiativesdefault, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors.

Subcontracting. A. Contractor shall not subcontract all or any portion of the performance work to be rendered performed hereunder by Contractor without the express written approval of Con Xxxxxx Edison as to the tasks work to be subcontracted and the Subcontractorsubcontractor (which approval shall not be unreasonably withheld); provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of this Agreement, and, as applicable throughout the ContractTerm of this Agreement, notify Con Edison in writing of any Subcontractor subcontractor proposed to be employed on utilized for the Workperformance of any work hereunder. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, Contractor shall, notwithstanding Con Xxxxxx's approvalEdison’s approval of any work to be subcontracted or any subcontractor, be as fully responsible for the acts and omissions of its Subcontractors subcontractors and their agents and representatives as it is for its own acts and omissionomissions. Should any approved Subcontractor subcontractor fail to perform to the reasonable satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work work subcontracted to be performed by Contractor or by another approved Subcontractorsubcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor subcontractor against Con XxxxxxEdison. Contractor shall cause all subcontracts applicable to the Work work to be performed hereunder to contain provisions which require the Subcontractor subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, hereunder naming Consolidated both Con Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesEdison.

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the Mirzapur Construction Period, with the prior written consent of the Jal Xxxxx. (b) The Concessionaire shall not provide a copy of each proposed Subcontract along with details of the relevant Subcontractor, to the Jal Xxxxx for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 7.5(b) above, the Jal Xxxxx shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any Subcontractor and the corresponding Subcontract by the Jal Xxxxx shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the Construction Period; (ii) the Subcontract is on terms consistent with this Agreement; (iii) the Subcontract contains provisions that provide, at the Jal Nigam's option, for the subcontract all to be novated or assigned to the Jal Xxxxx or its nominee without any portion further consent or the approval from the Concessionaire or the Subcontractor or entitle the Jal Xxxxx or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of the Jal Xxxxx shall always be subject to the substitution rights of the Lenders under this Agreement or the Substitution Agreement; and (iv) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractor. (e) If the Jal Xxxxx does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by the express written approval Jal Xxxxx. (f) Within 7 days of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to the Jal Xxxxx for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New Yorkthe Jal Xxxxx and the process set out in this Clause 7.5 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by the Jal Xxxxx, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Agreement for all work and services subcontracted under this Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Agreement. All references in this Agreement to any act, Technology and Strategic Initiativesdefault, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors.

Subcontracting. A. Contractor shall Seller and Buyer agree that Seller may not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty any Subcontractors if they are customarily used without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Xxxxx has agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the industry on services of the work subcontractedApproved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved Subcontractor, provided Con Xxxxxx has first approved then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Contractor shallBuyer shall have the right, as soon as practicable after execution acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the Contractrelevant equipment due to capacity constraints, notify Con Edison Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in writing Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor proposed to under this Clause 4.2 shall only be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts portion of Seller’s obligations so approved by Xxxxx. No subcontract with an Approved Subcontractor shall bind or purport to bind Buyer, but each such subcontract shall contain a provision permitting its assignment to Buyer, Owner or the Lenders upon Buyer’s or Seller’s written request. Seller acknowledges and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison agrees that Buyer shall have the right to rescind consent to and approve the supplier of each major component of equipment comprising the Liquefaction Train System, [***] ( each a “Major Component”), and confirms the strategy to use the same Approved Subcontractor identified on Appendix G for each item, as identified by its approval specific Tag Number, for all Liquefaction Trains. To assist Buxxx xn the selection of Major Components, for each potential vendor or supplier of a Major Component, Seller agrees to provide Buyer with access to: (a) the identity of the potential vendor or supplier; (b) the delivery and schedule terms for the Major Component; ( c) in the case of the Cold Boxes and heat exchangers, the price negotiated by Seller for such Major Components; and (d) all technical and performance information for each Major Component requested by Buxxx. To the extent a Major Component supplier is changed based on a Buyer directive and, as a result of such change in Major Component supplier, Seller incurs a documented incremental increase in the price of the Major Component or delay in the delivery of the Major Component that adversely affects the Delivery Date, Seller shall be entitled to require a Change Order for an equitable adjustment in the Work subcontracted to be performed Contract Price and the Project Schedule for the applicable Liquefaction Train System. To the extent that Seller obtains a discount or reduced purchase price from the supplier of Cold Boxes as referenced against the pricing provided by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the supplier of Cold Boxes with respect to the Work First LTS Purchase Order, Seller agrees to contain provisions which require pass such discount or savings on to Buyer through a reduction in the Contract Price, except to the extent such discount or reduced purchase price results from a material change in the terms and conditions between Seller and such supplier of Cold Boxes that is adverse to Seller. No such discount or material change shall result in a reduction in the quality or capability of performance of the Liquefaction Train System. Seller further acknowledges that it shall notify Buyer before subcontracting with any Major Subcontractor (excluding for the avoidance of doubt any Approved Subcontractor) supplying materials or fabrication services in connection with the performance of this Agreement that is located in Asia. Buyer shall have the right to provide reject any such Major Subcontractor so long as a reasonably comparable subcontractor located outside of Asia is identified as capable of performing the same insurance coverage as is required relevant scope of Contractorsupply, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but in such event Seller shall not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters enter into a subcontract with the Asia-based entity. If Buyer has rejected such proposed Major Subcontractor and the comparable subcontractor located outside of Asia that was identified as capable of performing the relevant scope of supply is not acceptable, in Seller’s reasonable determination, for price, quality or schedule reasons (with Seller having validated for Buyer its determination as to such comparable subcontractor), then, unless such comparable subcontractor is an Approved Subcontractor, Seller shall be entitled to a Subcontractor Change Order for any resulting incremental and documented increase in the Contract Price or adjustment to whom Contractor is subcontracting all or any portion the Project Schedule, in each case as a result of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy Buxxx’s rejection of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesproposed Major Subcontractor.

Subcontracting. A. The Contractor shall not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks work to be subcontracted and the Subcontractorsubcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize ; and provided further, that the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor subcontractor fail to perform to the satisfaction of Con EdisonXxxxxx, Con Edison Xxxxxx shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractorapproval. Nothing contained herein shall create any contractual rights in any Subcontractor subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work services furnished hereunder to contain provisions which require the Subcontractor subcontractor to provide the same insurance coverage as is required of the Contractor, and comply with the other requirements relating to insurance as are required of the Contractor hereunder, including, but not limited to, the requirements relating to naming Consolidated Edison Company of New YorkContractor, Inc.Con Edison, Orange and Rockland Utilities, Inc. O&R and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for the Contractor the same rights against the Subcontractor subcontractor as Con Edison or and O&R has have hereunder against the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. B. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder under the Contract on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. NY 10003 Attention: :Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor shall not subcontract Installer may use and engage Subcontractors (including engineers) to perform some or all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor Installer shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully solely responsible for performance of all the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con EdisonWork, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be whether performed by Contractor Installer or by another approved its Subcontractors, and for paying each Subcontractor amounts due to such Subcontractor. Nothing , and nothing contained herein shall create any contractual rights in obligate EverBright to pay any Subcontractor against Con Xxxxxxfor any of the Work performed by such Subcontractor or taxes or withholdings related to such Work performed by any such Subcontractor, or to reimburse Installer for Installer payments to Subcontractors for Taxes. Contractor Without limiting any of Installer’s obligations hereunder, XxxxXxxxxx may directly pay any Subcontractor if EverBright determines that Installer has failed to pay such Subcontractor. No Subcontractor is intended to be, nor shall any such Subcontractor be deemed to be, a third party beneficiary of this Agreement or of any Work Order or an agent, employee, contractor, joint venturer or partner of EverBright. Installer shall cause all subcontracts Subcontractors to comply with the terms of and standards of performance set forth in this Agreement applicable to Installer. Installer shall ensure that all Subcontractors are in compliance with all license and bonding requirements applicable to the Work to contain provisions which require the Subcontractor be performed by them in accordance with Applicable Law. Installer agrees to provide the same insurance coverage as is required of Contractorcause all Subcontractors to maintain, and comply with, the insurance requirements of Installer, which shall be consistent with Good Industry Practices and Applicable Law. Installer shall be solely responsible for the employment, control, actions, liability and conduct of its Subcontractors, including the compliance with the other requirements relating terms of this Agreement. XxxxXxxxxx is committed to insurance seeking out and encouraging the use of small, minority-owned, women-owned, or otherwise diverse-owned Installers to the greatest extent possible and encourages contractors to do the same. EverBright is a prime contractor to the Federal Government and, as are required of Contractor hereundersuch, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange is committed to complying with the regulations and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion laws of the performance Federal Acquisition Regulations, and flowing down certain requirements to be rendered hereunder on a costits Installers, as indicated in the following provisions: if this Agreement provides subcontracting opportunities, Installer is required to offer small business concerns (as defined by the Federal government in FAR 52-plus or T&M basis 219.8 xxxx://xxxxxxx.xxxx.xx.xxx/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P1280_218528) the maximum practicable opportunity to participate in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativessubcontracting opportunities.

Subcontracting. A. Contractor Nothing contained in this AGREEMENT or otherwise, shall not subcontract all or create any portion contractual relation between the COUNTY and any Subconsultants, and no sub-AGREEMENT shall relieve the CONSULTANT of the performance its responsibilities and obligations hereunder. The CONSULTANT agrees to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible to the COUNTY for the acts and omissions of its Subcontractors Subconsultants and their agents and representatives of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the COUNTY's obligation to make payments to the CONSULTANT. B. The CONSULTANT shall perform the work contemplated with resources available within its own acts organization and omission. Should any no portion of the work shall be subcontracted without written authorization by the COUNTY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Subcontractor fail Cost Proposal. C. Any sub-AGREEMENT entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to perform be applicable to Subconsultants unless otherwise noted. D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the satisfaction CONSULTANT by the COUNTY. E. Any substitution of Con EdisonSubconsultants must be approved in writing by the COUNTY Contract Administrator in advance of assigning work to a substitute Subconsultant. F. Prompt Progress Payment CONSULTANT or subconsultant shall pay to any subconsultant, Con Edison shall have not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the right to rescind its approval and to require respective amounts allowed CONSULTANT on account of the Work subcontracted to be work performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the subconsultants, to the Work to contain provisions which require extent of each subconsultant’s interest therein. In the Subcontractor to provide the same insurance coverage as event that there is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting good faith dispute over all or any portion of the performance to be rendered hereunder amount due on a costprogress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-plus DBE subconsultants. G. Prompt Payment of Withheld Funds to Subconsultants No retainage will be held by the COUNTY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or T&M basis postponement of payment may take place only for good cause and with the COUNTY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in an amount exceeding $5,000Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, immediately after Contractor enters into such subcontractadministrative or judicial remedies, Contractor otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants. Any violation of these provisions shall send subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a copy of such dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract to: Consolidated Edison Company of New Yorkperformance, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesor noncompliance by a subconsultant.

Subcontracting. A. Contractor shall Seller and Buyer agree that Seller may not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty any Subcontractors if they are customarily used without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Xxxxx has agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the industry on services of the work subcontractedApproved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved Subcontractor, provided Con Xxxxxx has first approved then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Contractor shallBuyer shall have the right, as soon as practicable after execution acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the Contractrelevant equipment due to capacity constraints, notify Con Edison Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in writing Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor proposed to be employed on the Work. Contractor under this Clause 4.2 shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also only be for the benefit portion of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a Seller’s obligations so approved by Xxxxx. No subcontract with a an Approved Subcontractor shall bind or purport to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000bind Buyer, immediately after Contractor enters into such subcontract, Contractor shall send a copy of but each such subcontract to: Consolidated Edison Company of New Yorkshall contain a provision permitting its assignment to Buyer, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesOwner or the Lenders upon Buyer’s or Seller’s written request.

Subcontracting. A. 20.1 The Contractor shall not assign or subcontract all or any portion of the performance to be rendered hereunder this Contract without the express written approval consent of Con Xxxxxx as Verdant. Said consent must be sought in writing by the Contractor not less than fifteen (15) days prior to the tasks date of any proposed assignment. 20.2 Any subcontracted entity performing work under this Contract is subject to be subcontracted all the provisions and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution requirements of the Contract, notify Con Edison in writing of . Subcontracted entities are accountable to Contractor regarding fiscal record keeping and Project activities. Contractor must enter into a formal subcontract agreement with any Subcontractor proposed subcontractor and such agreement must specify what services are to be employed on provided, to whom and over what time, the Workline-item breakdown of each cost associated with the subcontract, reimbursement provisions, and language which addresses compliance with all applicable regulations related to this funding source. A copy of each sub-contract agreement must be submitted to Verdant within thirty (30) days of the proposed subcontracted activities. A subcontract is not required for procurement of goods and one-time or infrequent services. Contractor shall not be relieved of should contact Verdant with any obligations hereunder by reason of any such approved subcontractingquestions related to this term. B. Contractor, 20.3 The following language must be included in all subcontracts: Subcontractor acknowledges that the contract for subcontractor’s services relates to a contract between the Contractor and Verdant Health Commission. Subcontractor shall, notwithstanding Con Xxxxxx's approvalat its sole cost and expense, be as fully responsible for protect, defend, indemnify, and hold harmless Verdant Health Commission, its commissioners, officers, employees, and agents, from any and all demands, liabilities, causes of action, costs and expenses (including attorneys’ fees), claims, judgments, or awards of damages, arising out of or in any way resulting from the acts and or omissions of the subcontractor, its Subcontractors and their agents and representatives directors, officers, employees, or agents, relating in any way to the subcontractor’s performance as it is for its own acts and omission. Should any approved Subcontractor fail to perform relates to the satisfaction contracted matter. These indemnification obligations shall survive the termination of Con Edison, Con Edison the contract. Subcontractor expressly agree and understand that the Verdant Health Commission is a third-party beneficiary to the contract between Contractor and subcontractor and shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor bring an action against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide enforce the same insurance coverage as is required provisions of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis paragraph.

Subcontracting. A. Contractor shall not subcontract all 14.1 No performance of this Agreement or any portion of the performance to thereof may be rendered hereunder subcontracted by CONTRACTOR without the express written approval authority of Con Xxxxxx as County DCFS Director. Any attempt by CONTRACTOR to subcontract performance of any of the terms of this Agreement, in whole or in part, without said consent shall be null and void and shall constitute a breach of the terms of this Agreement. In the event of such a breach, this Agreement may be terminated forthwith. CONTRACTOR shall submit each subcontract to the tasks COUNTY for written approval prior to subcontractor performing any work hereunder. 14.2 All of the provisions of this Agreement and any Amendment(s) hereto shall extend to and be binding upon subcontractors, provided that assignment or delegation of rights under a subcontract by subcontractors shall not require COUNTY approval. The CONTRACTOR shall include in all subcontracts the following provision: “This Agreement is a subcontract under the terms of a prime contract with the County of Los Angeles. All representations and warranties contained in this subcontract shall inure to the benefit of the County of Los Angeles.” 14.3 CONTRACTOR shall indemnify and hold COUNTY harmless from any and all liability arising or resulting from the use of any subcontractor and its employees in the same manner and to the same extent that CONTRACTOR indemnifies COUNTY from any and all liability arising from or resulting from the actions or omissions of its own employees. 14.4 CONTRACTOR shall obtain the following from each subcontractor before any subcontractor employee may perform any work under any subcontract to this Agreement. CONTRACTOR shall maintain and make available upon request of Program Manager all the following documents: 14.4.1 An executed Employee Acknowledgment and Confidentiality Agreement (see Exhibit G) executed by each subcontractor and each of subcontractor’s employees approved to perform work hereunder. 14.4.2 Certificates of Insurance which establish that the subcontractor maintains all the programs of insurance required by Section 10.0 of this Agreement (Insurance Coverage Requirements), and 14.4.3 The Tax Identification Number of the subcontracting agency to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry placed on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution signature page of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Worksubcontract. Contractor This Tax Identification Number shall not be relieved of any obligations hereunder by reason of any such approved subcontractingidentical to the CONTRACTOR’s Tax Identification Number. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully 14.5 CONTRACTOR shall provide County’s Program Manager with copies of all executed subcontracts. 14.6 No subcontract shall alter in any way any legal responsibility of CONTRACTOR to COUNTY. CONTRACTOR shall remain responsible for the acts any and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is performance required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunderit under this Agreement, including, but not limited to, naming Consolidated Edison Company the obligation to properly supervise, coordinate, and perform all work required hereunder. 14.7 Notwithstanding any other provision of New Yorkthis Agreement, Inc.the parties do not in any way intend that any person or entity shall acquire any rights as a third party beneficiary of this Agreement. 14.8 CONTRACTOR shall be solely liable and accountable for any and all payments and other compensation to all subcontractor’s engaged hereunder and their officers, Orange employees, and Rockland Utilitiesagents. COUNTY shall have no liability or responsibility whatsoever for any payment or other compensation for any subcontractor or their officers, Inc. employees, and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesagents.

Subcontracting. A. Contractor shall not subcontract all 4.3.1 seller must ensure that the subcontractors (if any) named in Item 14 of Schedule B have the role specified in the Item in relation to the delivery of products and services. If seller wishes to remove or replace any portion such subcontractor, it must notify buyer and seek buyer’s prior consent. The notice seeking buyer’s consent must explain the circumstances of the performance proposed removal or replacement. 4.3.2 Subject to be rendered hereunder this clause 4.3, seller must not enter a subcontract without the express written approval prior consent of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; providedbuyer in a notice. When seeking consent, however, that this limitation shall not apply to the purchase seller must provide full details of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallsubcontractor, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingincluding whether it is an Indigenous enterprise. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of 4.3.3 buyer must not unreasonably withhold its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor consent under clause 4.3.1 or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but 4.3.2. 4.3.4 seller must not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters enter into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion person that: a) has been named by the Director of the performance Workplace Gender Equality Agency as an employer who is not complying with the WGEA; and/or b) has a judicial decision against it (not including decisions under appeal) relating to employee entitlements in respect of which it has not paid the judgement amount. 4.3.5 seller must not enter a subcontract on terms that would permit the subcontractor to do, or fail to do, something that, if done or not done by seller, would be rendered hereunder a breach of this contract. seller must also ensure that each subcontract can be terminated for convenience on similar terms to this contract. If requested by buyer in a cost-plus or T&M basis in an amount exceeding $5,000notice, immediately after Contractor enters into such subcontract, Contractor shall send seller must provide buyer with a copy of such a subcontract to: Consolidated Edison Company to enable buyer to verify that seller has complied with this clause 4.3.5. 4.3.6 seller warrants that it has informed all subcontractors that their participation in performing this contract may be publicly disclosed. 4.3.7 seller is responsible for all acts or omissions of New Yorksubcontractors, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology seller group companies and Strategic Initiativesindividual contractors in relation to this contract (even if the subcontractor has been named in Item 14 of Schedule B or if buyer has consented to the subcontractor). 4.3.8 buyer (acting reasonably) may by notice to seller direct the removal or replacement of any subcontractor. seller must comply with a direction under this clause 4.3.8.

Subcontracting. A. Contractor The requirements of this Contract may not be subcontracted by the Operating Agency without compliance of procurement standards and methods as outlined in 2 CFR Par 200, Subpart D Sections 200.318-200.326. Any attempt by the Operating Agency to subcontract without adherence to Federal regulations as required by the County may be deemed a material breach of this Contract. If the Operating Agency desires to subcontract, the Operating Agency shall not subcontract all or any portion provide the following information promptly at the County’s request: • A description of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or the subcontractor; • A draft copy of the proposed subcontract; and • Other pertinent information and/or certifications requested by another approved Subcontractorthe County. Nothing contained herein The Operating Agency shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable indemnify and hold the County harmless with respect to the Work to contain provisions which require the Subcontractor to provide activities of each and every subcontractor in the same insurance coverage manner and to the same degree as is if such Subcontractor(s) were the Operating Agency’s employees. The Operating Agency shall remain fully responsible for all performances required of Contractorit under this Contract, including those that the Operating Agency has determined to subcontract, notwithstanding the County’s approval of the Operating Agency’s proposed subcontract. The Operating Agency shall address administrative, contractual, or legal remedies for all contracts in instances where subcontractors violate or breach contract terms. The Operating Agency must provide sanctions and penalties as appropriate. The County’s consent to subcontract shall not waive the County’s right to prior and continuing approval of any and all personnel, including subcontractor employees, providing services under this Contract. The Operating Agency is responsible to notify its subcontractors of this County right. The Commission’s Executive Director, or his/her designee, is authorized to act for and on behalf of the County with respect to approval of any subcontract and subcontractor employees. After approval of the subcontract by the Commission, the Operating Agency shall forward a fully executed subcontract to the County for their files. The Operating Agency shall be solely liable and responsible for all payments or other compensation to all subcontractors and their officers, employees, agents, and successors in interest arising through services performed hereunder, notwithstanding the County’s consent to subcontract. The Operating Agency shall obtain and maintain on site certificates of insurance, which establish that the subcontractor maintains all the programs of insurance required by the County from each approved subcontractor. The County may request copies of the certificates and endorsements required herein at any time. Failure by the Operating Agency to comply with the other requirements relating to insurance County’s request may be deemed by the County as are required a material breach of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis contract.

Subcontracting. A. Contractor shall Seller and Buyer agree that Seller may not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty any Subcontractors if they are customarily used without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Xxxxx has agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the industry on services of the work subcontractedApproved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved Subcontractor, provided Con Xxxxxx has first approved then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Contractor shallBuyer shall have the right, as soon as practicable after execution acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the Contractrelevant equipment due to capacity constraints, notify Con Edison Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in writing Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor proposed to under this Clause 4.2 shall only be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts portion of Seller’s obligations so approved by Xxxxx. No subcontract with an Approved Subcontractor shall bind or purport to bind Buyer, but each such subcontract shall contain a provision permitting its assignment to Buyer, Owner or the Lenders upon Buyer’s or Seller’s written request. Seller acknowledges and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison agrees that Buyer shall have the right to rescind consent to and approve the supplier of each major component of equipment comprising the Liquefaction Train System, [***] (each a “Major Component”), and confirms the strategy to use the same Approved Subcontractor identified on Appendix G for each item, as identified by its approval and to require specific Tag Number, for all Liquefaction Trains. To assist Xxxxx in the Work subcontracted to be performed by Contractor selection of Major Components, for each potential vendor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor supplier of a Major Component, Seller agrees to provide Buyer with access to: (a) the same insurance coverage identity of the potential vendor or supplier; (b) the delivery and schedule terms for the Major Component; and (c) all technical and performance information for each Major Component requested by Xxxxx. To the extent a Major Component supplier is changed based on a Buyer directive and, as a result of such change in Major Component supplier, Seller incurs a documented incremental increase in the price of the Major Component or delay in the delivery of the Major Component that adversely affects the Delivery Date, Seller shall be entitled to a Change Order for an equitable adjustment in the Contract Price and the Project Schedule for the applicable Liquefaction Train System. Seller further acknowledges that it shall notify Buyer before subcontracting with any Major Subcontractor (excluding for the avoidance of doubt any Approved Subcontractor) supplying materials or fabrication services in connection with the performance of the Agreement that is required located in Asia. Buyer shall have the right to reject any such Major Subcontractor so long as a reasonably comparable subcontractor located outside of ContractorAsia is identified as capable of performing the relevant scope of supply, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but in such event Seller shall not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters enter into a subcontract with the Asia-based entity. If Xxxxx has rejected such proposed Major Subcontractor and the comparable subcontractor located outside of Asia that was identified as capable of performing the relevant scope of supply is not acceptable, in Seller’s reasonable determination, for price, quality or schedule reasons (with Seller having validated for Buyer its determination as to such comparable subcontractor), then, unless such comparable subcontractor is an Approved Subcontractor, Seller shall be entitled to a Subcontractor Change Order for any resulting incremental and documented increase in the Contract Price or adjustment to whom Contractor is subcontracting all or any portion the Project Schedule, in each case as a result of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy Xxxxx’s rejection of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesproposed Major Subcontractor.

Subcontracting. A. Contractor shall The requirements of this Contract may not subcontract all or any portion be subcontracted by the Operating Agency without compliance of procurement standards and methods as outlined in 24 CFR, Part 85, Section 85.36 of the performance Common Rule. Any attempt by the Operating Agency to subcontract without adherence to federal regulations as required by the County may be rendered hereunder without deemed a material breach of this Contract. If the express written approval Operating Agency desires to subcontract, the Operating Agency shall provide the following information promptly at the County’s request: • A description of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or the subcontractor; • A draft copy of the proposed subcontract; and • Other pertinent information and/or certifications requested by another approved Subcontractorthe County. Nothing contained herein The Operating Agency shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable indemnify and hold the County harmless with respect to the Work to contain provisions which require the Subcontractor to provide activities of each and every subcontractor in the same insurance coverage manner and to the same degree as is if such Subcontractor(s) were the Operating Agency’s employees. The Operating Agency shall remain fully responsible for all performances required of Contractorit under this Contract, including those that the Operating Agency has determined to subcontract, notwithstanding the County’s approval of the Operating Agency’s proposed subcontract. The County’s consent to subcontract shall not waive the County’s right to prior and continuing approval of any and all personnel, including subcontractor employees, providing services under this Contract. The Operating Agency is responsible to notify its subcontractors of this County right. The Commision’s Executive Director, or his designee is authorized to act for and on behalf of the County with respect to approval of any subcontract and subcontractor employees. After approval of the subcontract by the Commission, the Operating Agency shall forward a fully executed subcontract to the County for their files. The Operating Agency shall be solely liable and responsible for all payments or other compensation to all subcontractors and their officers, employees, agents, and successors in interest arising through services performed hereunder, notwithstanding the County’s consent to subcontract. The Operating Agency shall obtain and maintain on site certificates of insurance, which establish that the subcontractor maintains all the programs of insurance required by the County from each approved subcontractor. The County may request copies of the certificates and endorsements required herein at any time. Failure by the Operating Agency to comply with the other requirements relating to insurance County’s request may be deemed by the County as are required a material breach of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis contract.

Subcontracting. A. 45.1. Contractor shall not subcontract all enter into a written Subcontract with each Subcontractor performing any of Contractor’s responsibilities under this Contract before providing Subcontractor with any funding or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; providedfood under this Contract. • At a minimum, howeverSubcontracts shall comply substantively with WSDA’s example Subcontract templates, that this limitation shall not apply to the purchase of standard commercial supplies though Contractor may use different formats or raw materialsphrasing. Contractor may utilize delete requirement for Subcontractors to indemnify Contractor and name Contractor as additional insured. WSDA does not warrant that the services example Subcontracts fully protects Contractor’s needs or interests. WSDA expressly disclaims that the example Subcontract templates include all of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed any agreement that may exist between Contractor and Subcontractor. Contractor shall, as soon as practicable after execution of must rely on itself or seek its own legal counsel to determine the Contract, notify Con Edison in writing adequacy of any Subcontractor proposed to be employed on provisions of any agreement it enters into with Subcontractors. • Contractor may include any additional terms in the WorkSubcontracts that Contractor deems necessary for full compliance of its Subcontractors. • Unless using WSDA’s Subcontract templates without modification, Contractor shall not submit its Subcontract templates for approval by WSDA before entering into agreements with Subcontractors. • Each Subcontract shall be relieved of any obligations hereunder signed by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts both Parties and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require bind the Subcontractor to provide the same insurance coverage as is required all applicable terms of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, this Contract including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide the program requirements for Contractor the same rights against each Program under which the Subcontractor as Con Edison receives food or O&R has hereunder against Contractor and shall expressly state that such provisions shall also funds. • Each Subcontract must be for in the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion legal name of the performance Subcontractor. Contractor must use Subcontractor’s legal name in all documents referencing the Subcontractor that Contractor submits to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontractWSDA. • Upon WSDA’s request, Contractor shall send submit copies of any executed Subcontract to WSDA. 45.2. Contractor shall offer technical assistance to Subcontractors as needed to assist in carrying out the goals of the funding program. 45.3. Contractor shall assure that Subcontractor continues to meet the requirements to be eligible as a copy Subcontractor throughout the Contract term; Contractor shall secure and maintain on file the following Subcontractor information: • Proof that Subcontractor, if not a public agency, has Internal Revenue Service (IRS) 501(c)(3) tax exempt charitable status. If a Subcontracting church does not have proof of such subcontract 501(c)(3) status they may be required to complete Alternate 501(c)(3) Church Verification Form (AGR FORM 609-2241) verifying that the organization is recognized in the community as a church. Contractors are authorized to request Subcontractors to complete this church verification form. A “church” may include conventions and associations of churches as well as integrated auxiliaries of a church. If a Subcontractor loses 501(c)(3) status during the Contract term as a result of automatic revocation for failure to file reports, the Subcontractor remains provisionally eligible to receive funding or food but Contractor must require the Subcontractor to reapply for 501(c)(3) status and provide proof of reapplication to Contractor within thirty (30) days of notice of termination. The Subcontract must terminate upon the Subcontractor’s failure to timely provide proof of reapplication to Contractor, unless Subcontractor can show good cause for the failure to reapply. Contractor shall require the Subcontractor to forward documentation of IRS recognition of 501(c)(3) status to Contractor within 180 days of the reapplication date. The Subcontract must terminate if a Subcontractor’s tax-exempt status is denied or the Subcontractor fails to timely forward proof of status; • Proof that Subcontractor is registered with the State of Washington as a nonprofit corporation, if Subcontractor is not a public agency. Churches and religious organization associated with a church are exempt from the obligation to prove Secretary of State Registration; • Current insurance certifications; • Proof that Subcontractor is registered with the 211 Statewide Telephone Information and Referral Network system. The food pantry must register within thirty (30) days of the effective start date of its Subcontract. 45.4. Contractor must notify WSDA within ten (10) days of any changes to its Subcontractors. 45.5. The existence of a Subcontract shall not operate to release or reduce the liability of Contractor to WSDA for any breach in the performance of the Contractor’s duties. Contractor is fully responsible to WSDA if a Subcontractor fails to comply with any applicable term or condition of this Contract. Contractor shall appropriately monitor the activities of all Subcontractors. 45.6. Contractor shall take action to obtain restitution in connection with any claims against Subcontractor for improper distribution use or loss of, or damage to: Consolidated Edison Company , foods distributed under this Contract. 45.7. Contractor shall perform program reviews of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology Subcontractors according to the requirements as identified in each program’s policies and Strategic Initiativesprocedures manual. 45.8. Contractor shall take action to correct any Subcontractor noncompliance in conformance with the program requirements for each Program under which the Subcontractor receives food or funds. 45.9. Contractor shall include in all Subcontracts a termination or suspension provision substantially the same as the termination or suspension provisions in this Contract.

Subcontracting. A. Contractor Consultant shall not subcontract all or any portion of the performance to be rendered hereunder work or Services required by this Agreement, except as expressly stated herein, without the express prior written approval of Con Xxxxxx the Commission. If Consultant wishes to use a firm as a subcontractor which is not specified in the proposal upon which this Agreement was awarded, prior written approval must be obtained from the Commission. The Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Consultant has, as part of its proposal, identified certain companies/firms that will be subconsultants utilized by Consultant (“Subconsultants”) for Project delivery. A list of said Subconsultants is attached hereto as Exhibit “C” Part 2 and made a part hereof. The Commission hereby approves the use by Consultant of the Subconsultants identified in Exhibit “C” Part 2. In the event and prior to the tasks replacement of any Subconsultant approved herein, the Consultant shall seek and obtain the Commission's written approval. Exhibit “C” Part 2 also sets forth the rates at which each Subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “C” Part 1 shall be subcontracted the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” Part 2. Consultant acknowledges that approval of Consultant's utilization of the identified Subconsultants together with the incorporation of Subconsultants' rate schedules and cost proposals into this Agreement shall in no way be construed to create any contractual relationship between any Subconsultant and the Subcontractor; providedCommission. The Subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. In the event that any Subconsultant shall bring any action, howeverclaim or proceeding purporting to enforce any right purportedly arising under this Agreement, that this limitation the Consultant shall not apply be responsible for the Commission's reasonable legal fees without regard to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason merits of any such approved subcontractingclaim. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor All subcontracting shall not be subject to Applicable Law and this Agreement. Where the Service Provider had proposed to subcontract all or any a portion of the performance Services and presented a proposed subcontractor and subcontracting value in its Proposal, the Service Provider shall only subcontract as contemplated in the Proposal. Where the Service Provider had not presented any subcontractor or value in its Proposal but wishes to be rendered hereunder without subcontract, or had presented a subcontractor and value in its Proposal but wishes to engage a different subcontractor and/or alter the express written approval of Con Xxxxxx as subcontracting value, the Service Provider shall, subject to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used criteria set out in the industry on the work subcontractedRFP as may be applicable, provided Con Xxxxxx has first approved the proposed Subcontractorsubmit a written request to SARS to subcontract. Contractor shall, as soon as practicable after execution Such request must contain- full details and business references of the Contract, notify Con Edison in writing subcontractor; a full description of any Subcontractor the part of the Services it proposes for subcontracting; full details of how the Service Provider will manage the performance of the Services by the subcontractor; the value of the Services proposed to be employed on subcontracted, expressed as a percentage; and a CSD report for the Workproposed subcontractor. Contractor SARS reserves the right to call upon additional information when assessing a request for subcontracting. Notwithstanding the provisions of this clause 27.10, the Service Provider shall remain the only Party wholly responsible for the due performance of its obligations in terms of this Agreement and compliance with the terms and conditions thereof. The Service Provider shall ensure that a subcontracting agreement entered into between the Service Provider and the subcontractor binds the subcontractor to the terms and conditions of this Agreement. The Service Provider shall be responsible for all acts, omissions, defaults and negligence of its subcontractors and their experts, agents or employees as if they were those of the Service Provider, and shall not be relieved absolved from its responsibility in terms of any obligations hereunder this Agreement on the basis that such persons were acting outside the scope of their engagement by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved SubcontractorService Provider. Nothing contained herein shall create any a contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to relationship between SARS and the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativessubcontractor.

Subcontracting. A. Contractor shall not (a) SITA may subcontract all or delegate to SITA Agents or Access Providers the performance of any portion of the performance Services and, upon written notice to be rendered hereunder without WSL, change its designated SITA Agents or Access Providers that are providing Services at Installation Sites. The Parties hereby acknowledge that upon execution of this Agreement, Equant Network Services Limited (and its Affiliates) (“Equant”), a network services provider which owns or leases network Assets, is SITA’s key subcontractor in the express written approval provision of Con Xxxxxx as SITA Services. Upon request of WSL, SITA shall identify SITA Agents and Access Providers to WSL. With the exception of monopoly providers of Access Lines in a particular geographic area in which Services are provided under the Agreement, and to the tasks extent SITA is reasonably able to reach agreement with the Access Provider in question concerning such non-disclosure agreement, WSL may require the execution by any Access Provider of a non-disclosure agreement with non-disclosure obligations at least as stringent as those set forth in this Agreement, unless otherwise agreed by the Parties. SITA shall cause any Affiliate of SITA or any SITA Agent or Access Provider providing Services to comply with the requirements of this Agreement with respect to such Services, and SITA shall be subcontracted contractually, legally and financially responsible and primarily liable hereunder for the Subcontractor; providedperformance of all obligations, howeverand fulfillment of all terms and conditions with respect to services performed in connection with this Agreement by any Affiliate of SITA or any SITA Agent or Access Provider. For the avoidance of doubt, that this limitation SITA’s use of any Affiliate or SITA Agent or Access Provider to provide Services or Service Components shall not apply increase the Charges for the Services or Service Components except that Access Provider charges may be passed through to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used WSL as expressly set forth in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingAttachment RC. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as (b) Each Party shall remain fully responsible for the acts performance of this Agreement in accordance with its terms, including any obligations performed through its Affiliates, subcontractors or agents, and omissions of each Party shall be solely responsible for payments due its Subcontractors subcontractors and their agents and representatives as it is for its own acts and omissionagents. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor Each Party shall cause all subcontracts applicable its subcontractors and agents to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating of this Agreement. Each Party shall be fully responsible for any obligations it elects to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison subcontract or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in delegate to an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesagent.

Subcontracting. A. Contractor The Employer shall not subcontract all or any portion give at least three (3) weeks advance written notice to the Union prior to the effective date of its contracting for services covered by the scope of this Agreement. The notice shall include (1) a description of the performance work to be rendered hereunder without subcontracted; (2) the express written approval number of Con Xxxxxx as to affected employees and their classifications; and (3) the tasks to be subcontracted name and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution address of the Contractcontractor. Where the Employer replaces one contractor with another, notify Con Edison in writing it shall also provide three weeks advance notice indicating the name and address of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingnew contractor. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison The Employer shall have the right to rescind its approval and to require the Work subcontracted contractor to retain all bargaining unit employees who were performing the work in question, or who would otherwise be performed by Contractor or by another approved Subcontractorlaid off as a result of the decision to contract out the work. Nothing contained herein The Employer shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which further require the Subcontractor contractor to provide the same insurance coverage as is required of Contractorwages, benefits, hours, site seniority, and working conditions in accordance with Union standards pursuant to this Agreement, or the equivalent cost thereof. If the contractor fails to comply with any of these requirements, in addition to any other remedy the other requirements relating Arbitrator may award, the Arbitrator shall order the Employer to insurance as are required make all affected employees whole for any losses they suffered. In filling vacancies, the subcontractor shall consider the seniority of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company applicants of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor employees of the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R.Employer in accordance with Job Vacancies Article. C. If the Contract is on Employer decides that it no longer wishes to utilize a costcontractor for work that had previously been contracted out, then the employer agrees that it will offer to employ or reemploy the employees working for the contractor provided those employees meet the Employer's lawful criteria for employment, and further provided that there are no other employees with recall rights that would entitle them to those positions. D. Seniority shall be defined as seniority working at the Carnegie Mellon Campus under a collective bargaining agreement with Local 32BJ or its predecessors. If the Employer hires an Employee who had worked continuously under a different SEIU 32BJ Collective Bargaining Agreement at Carnegie Mellon University, it shall recognize their years of service for the purpose of vacation and benefit eligibility only, provided they hold a benefit-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativeseligible position.

Subcontracting. A. Contractor Distributor shall not have the right to appoint, sublicense or otherwise transfer its rights and obligations hereunder to any Affiliate, representative, sub-distributor, agent or third party (including a third party logistics provider) without Company’s prior written consent, provided that Distributor shall have the right to subcontract without Company’s prior written consent to its Affiliates, or to a third party, discrete support services in connection with Distributor’s obligations under this Agreement, including, by way of an example, for the purposes of marketing and accounting (collectively, “Permitted Subcontractor”). Any agreement pursuant to which Distributor engages any Permitted Subcontractor (“Subcontracting Agreement”) must be consistent with the terms of this Agreement, including containing obligations of confidentiality and non-use at least as stringent as those set forth in Clause 9, and obligations to assign to Distributor all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used intellectual property generated by such Permitted Subcontractor in the industry on course of performing such subcontracted work, consistent with the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractorintellectual property provisions set forth in Clause 8. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible Distributor retains responsibility for the acts and omissions of its Permitted Subcontractors and their agents and representatives in relation to the Product as it is for its own if they were the acts and omission. Should omissions of Distributor itself, and shall remain responsible for any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall obligations that have the right to rescind its approval and to require the Work been delegated or subcontracted to any Permitted Subcontractor and for the performance of its Permitted Subcontractors. Without limiting the generality of the foregoing, each Subcontracting Agreement must include an assignment back to Distributor of all intellectual property developed, invented, or filed (as applicable) by or on behalf of the Permitted Subcontractor under such agreement (such that Distributor Controls such intellectual property for the purposes of this Agreement). Any Permitted Subcontractor which is Debarred/Excluded shall automatically cease to be performed by Contractor or by another approved an Permitted Subcontractor. Nothing contained herein shall create any contractual rights Promptly upon execution of each Subcontracting Agreement (and in any event, prior to a Permitted Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable performing any activities on behalf of Distributor), Distributor must provide to Company the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide contact information for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesPermitted Subcontractor.

Subcontracting. A. The Contractor shall not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks work to be subcontracted and the Subcontractorsubcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize ; and provided further, that the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor subcontractor fail to perform to the satisfaction of Con EdisonXxxxxx, Con Edison Xxxxxx shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractorapproval. Nothing contained herein shall create any contractual rights in any Subcontractor subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work services furnished hereunder to contain provisions which require the Subcontractor subcontractor to provide the same insurance coverage as is required of the Contractor, and comply with the other requirements relating to insurance as are required of the Contractor hereunder, including, but not limited to, the requirements relating to naming Consolidated Edison Company of New YorkContractor, Inc.Con Edison, Orange and Rockland Utilities, Inc. O&R and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for the Contractor the same rights against the Subcontractor subcontractor as Con Edison or and O&R has have hereunder against the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. B. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder under the Contract on a cost-plus or T&M basis in an amount Standard Purchase Order 4158669, 1 Proprietary and Confidential Page 16 of 32 exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. NY 10003 Attention: :Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor Publisher may retain subcontractors who provide services which do not require access to SIE Materials without prior approval. Publisher may provide a subcontractor with access to the SIE Materials to assist with the development, testing, publication, and/or marketing of PlayStation Compatible Products only where Publisher has: (i) made the subcontractor aware of the confidentiality, data protection, and other relevant provisions of this GDPA; and (ii) ensured that the subcontractor has agreed in writing to abide by terms that are no less protective of the SIE Materials than the applicable terms of this GDPA. Publisher shall remain fully liable for Publisher’s compliance with all of the provisions of this GDPA, and for the compliance of any subcontractor provided with access to the SIE Materials with the confidentiality, data protection, and other provisions of this GDPA. Publisher shall disclose to a subcontractor the SIE Materials only to the extent necessary to allow the subcontractor to assist with the development, testing, publication, and/or marketing of PlayStation Compatible Products. SIE has no obligation to grant any subcontractor access to the Developer Website (and Publisher shall not subcontract all share its access with a subcontractor unless otherwise authorized by SIE). A subcontractor has no right to publish Licensed Products, including any right to order or any portion pay for Publisher’s Sony Computer Entertainment PLAYSTATION GDPA version 1.00 22 CONFIDENTIAL Physical Media Product. SIE may prohibit disclosure of the performance SIE Materials to be rendered hereunder without any subcontractor found to have acted or failed to act in a way that would constitute a material breach of the express written approval terms of Con Xxxxxx as this GDPA, or where SIE reasonably believes such subcontractor is likely to act or fail to act in a way that would constitute a material breach of the tasks to be subcontracted and the Subcontractor; provided, however, that terms of this limitation shall not apply to the purchase GDPA. SIE may subcontract or sublicense any of standard commercial supplies its rights or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontractedobligations under this GDPA, provided Con Xxxxxx has first approved that SIE will cause its subcontractors to comply in all respects with the proposed Subcontractor. Contractor shall, as soon as practicable after execution terms and conditions of the ContractGDPA, notify Con Edison in writing and shall remain fully liable for the compliance of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply subcontractor with the other requirements relating to insurance as are required applicable terms of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis this GDPA.

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the Construction Period, with the prior written consent of the Executive Agency. (b) The Concessionaire shall not provide a copy of each proposed Subcontract, along with details of the relevant Subcontractor, to the Executive Agency for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 7.5(b) above, the Executive Agency shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any Subcontractor and the corresponding Subcontract by the Executive Agency shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the Construction Period; (iii) the Subcontract is on terms consistent with this Agreement; (iv) the Subcontract contains provisions that provide, at the Executive Agency's option, for the subcontract all to be novated or assigned to the Executive Agency or its nominee without any portion further consent or the approval from the Concessionaire or the Subcontractor or entitle the Executive Agency or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of the Executive Agency shall always be subject to the substitution rights of the Lenders under this Agreement or the Substitution Agreement; and (vi) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractor. (a) If the Executive Agency does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by the express written approval Executive Agency. (b) Within 7 days of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to the Executive Agency for its records. (c) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New Yorkthe Executive Agency and the process set out in this Clause 7.5 shall apply in such case. (d) Notwithstanding the approval of any Subcontractor by the Executive Agency, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Agreement for all work and services subcontracted under this Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Agreement. All references in this Agreement to any act, Technology and Strategic Initiativesdefault, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors.

Subcontracting. A. No subcontracting is allowed under this Contract except for: • The electrical portion of this Contract. Contractor shall ensure that electrical subcontractor meets all licensing qualifications outlined in Section 2.2. of this Exhibit A. • The manufacturer’s field support. Contractor shall ensure that subcontractor meets the qualifications and performs Services as outlined in this Exhibit A. DAS must approve any and all subcontractors utilized by the Contractor in writing prior to any such subcontractor commencing any work. Once approved, the subcontractor’s information will be included in Exhibit X. XXX may remove any subcontractor from Exhibit F at any time if DAS deems a subcontractor is not subcontract all or qualified to performed work under this Contract. Contractor acknowledges that any portion work provided under the Contract to any Client Agency is work conducted on behalf of the performance State and that the Commissioner of DAS or his/her designee may communicate directly with any subcontractor as the State deems to be rendered hereunder without necessary or appropriate. Contractor shall be responsible for all payment of fees charged by the express written approval subcontractor(s). If the Contractor subcontracts, the sole responsibility for Performance of Con Xxxxxx as the job will rest upon the Contractor, not the subcontractor. If the Contractor has any issues with the subcontractor, it is the Contractor’s responsibility to handle and resolve all problems. If the tasks problems are not resolved, the Contractor shall find another means to complete the job by the stated deadline. A performance evaluation of any subcontractor shall be subcontracted and provided promptly by the Subcontractor; provided, however, that this limitation shall not apply Contractor to DAS upon request in a form acceptable to DAS. Client Agency may prohibit the purchase Contractor the use of standard commercial supplies or raw materialsany approved subcontractor(s) on a specific project. Contractor may utilize charge a markup percentage (refer to Exhibit B) over the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution total cost of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Worksubcontractor’s total cost. Contractor shall provide the Client Agency with a copy of the subcontractor’s quote with their invoice. If a Contractor elects to utilize any additional subcontractor(s) that are not be relieved of any obligations hereunder by reason of listed in Exhibit F for electrical service, the Contractor shall submit their request in writing to Xxxxx XxXxxxxxx at xxxxx.xxxxxxxxx@xx.xxx for approval prior to any such approved subcontracting. B. Contractorsubcontractor commencing any work. If DAS approves the subcontractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison Contractor shall have the right subcontractor complete the form SP-26NB (provided by DAS) and return to rescind its approval and to require DAS. Once DAS is in receipt of the Work subcontracted to SP-26NB, a Contract Supplement will be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable issued adding the subcontractor to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be Contract for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesrequested Contractor.

Subcontracting. A. Contractor Consultant shall not subcontract all or any portion of the performance to be rendered hereunder work or Services required by this Agreement, except as expressly stated herein, without the express prior written approval of Con Xxxxxx the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Consultant has, as part of its proposal, identified certain companies/firms that will be subconsultants utilized by Consultant (“Subconsultants”) for Project delivery. A list of said Subconsultants is attached hereto as Exhibit “C” Part 2 and made a part hereof. The Commission hereby approves the use by Consultant of the Subconsultants identified in Exhibit “C” Part 2. In the event and prior to the tasks replacement of any Subconsultant approved herein, the Consultant shall seek and obtain the Commission's written approval. Exhibit “C” Part 2 also sets forth the rates at which each Subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “C” Part 1 shall be subcontracted the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” Part 2. Consultant acknowledges that approval of Consultant's utilization of the identified Subconsultants together with the incorporation of Subconsultants' rate schedules and cost proposals into this Agreement shall in no way be construed to create any contractual relationship between any Subconsultant and the Subcontractor; providedCommission. The Subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. In the event that any Subconsultant shall bring any action, howeverclaim or proceeding purporting to enforce any right purportedly arising under this Agreement, that this limitation the Consultant shall not apply be responsible for the Commission's reasonable legal fees without regard to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason merits of any such approved subcontractingclaim. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. The Contractor shall not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks work to be subcontracted and the Subcontractorsubcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize ; and provided further, that the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor subcontractor fail to perform to the satisfaction of Con EdisonXxxxxx, Con Edison Xxxxxx shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractorapproval. Nothing contained herein shall create any contractual rights in any Subcontractor subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work services furnished hereunder to contain provisions which require the Subcontractor subcontractor to provide the same insurance coverage as is required of the Contractor, and comply with the other requirements relating to insurance as are required of the Contractor hereunder, including, but not limited to, the requirements relating to naming Consolidated Edison Company of New YorkContractor, Inc.Con Edison, Orange and Rockland Utilities, Inc. O&R and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for the Contractor the same rights against the Subcontractor subcontractor as Con Edison or and O&R has have hereunder against the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. B. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder under the Contract on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. NY 10003 Attention: :Purchasing Department Section Manager, Technology and Strategic InitiativesInitiatives Blanket Purchase Agreement 4162464, 1 Proprietary and Confidential Page 26 of 43

Subcontracting. A. Contractor (a) The Concessionaire may appoint at its cost and risk, Contractors possessing the requisite skill, expertise, capacity and technical and financial qualifications, for the performance of any of its obligations under this Agreement, provided the Concessionaire shall not subcontract at all times be solely responsible and liable for any defect, deficiency or delay in the construction and erection of the structures/equipment or any portion part thereof and for the management, operation and maintenance of the performance to be rendered hereunder without Project in accordance with the express written approval provisions of Con Xxxxxx as this Agreement and provided further that this does not result in the assignment of any of the rights vested with the Concessionaire under this Agreement to the tasks Contractors. The Concessionaire shall ensure that any of its obligations, which are relevant to the scope of work of a Contractor pursuant to this Agreement, are incorporated in the terms and conditions under which such Contractor is retained. (b) The Concessionaire shall supervise, monitor and control the activities of Contractors under their respective Project Contracts as may be subcontracted necessary. (c) For the avoidance of doubt, it is hereby clarified that notwithstanding the appointment of a Contractor by the Concessionaire for any of the aforesaid purposes, the Concessionaire shall be liable for the performance of its duties and for the discharge of all its obligations and responsibilities which it shall have towards the Grantor / Authority under this Agreement and the Subcontractor; provided, however, that this limitation shall not apply to the purchase appointment of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution Contractor(s) for any of the Contractaforesaid purposes shall neither release nor exonerate the Concessionaire from its obligations hereunder, notify Con Edison in writing including full and timely compliance with the terms of any Subcontractor proposed to be employed on the Workthis Agreement. Contractor The Concessionaire does hereby also agree and acknowledge that it shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully remain responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted obligations performed or to be performed by the Contractors/ subcontractors to the same extent as if such obligations were to be always performed by the Concessionaire and shall at all times be solely responsible for any defect, deficiency or delay by the Contractor or by another approved Subcontractor. Nothing contained herein in the implementation of the Project/execution of Works. (d) The Concessionaire further undertakes and covenants that it shall create be solely responsible for all payments to be made to the Contractors and shall indemnify the Grantor / Authority and keep it indemnified and harmless from and against any contractual rights and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses that the NFDB may incur, insofar as such losses directly arise out of, in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable way relate to, or result from the non- performance by the Concessionaire of its obligations to the Work Contractors including non-payment of any monies to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesContractors.

Subcontracting. A. The Contractor shall not assign this Contract or enter into a subcontract all or for any portion of the performance to be rendered hereunder services performed under this Contract without obtaining the express prior written approval of Con Xxxxxx as to the tasks State. If such subcontract agreements are approved by the State, each shall contain all sections of this Contract. The Contractor shall be the Prime Contractor and shall be responsible for all work performed on this Contract. The State considers the Contractor to be subcontracted and the Subcontractor; providedsole point of contact with regard to contractual matters, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing including payment of any and all Subcontractor proposed charges resulting from this Agreement. The State, other than approving such Subcontractors has no obligation, financial or otherwise, to be employed on the Work. Contractor any Subcontractor and shall not be relieved deemed in privity with any Subcontractor. The Contractor shall be the sole point of contact for the Contract. No User Agency shall have direct contact with the Subcontractor unless the User Agency requests to meet with the Subcontractor. Upon request the Contractor shall be present in meetings with Subcontractors. The State will have no requirement to interface with any of the Subcontractors. Should the State wish to maintain direct contact with Subcontractor, Contractor will agree to remove that Subcontractor from the Contractor managed program, at which time all performance and payment obligations hereunder by reason to the said Subcontractor shall rest with the State. The Contractor takes full responsibility and understands that all requirements in this Contract are obligatory and at no time shall the Contractor lapse regardless of any such approved subcontracting. B. the use of Subcontractors in this agreement. The Contractor shall manage the Subcontractors. Reports shall be given quarterly unless otherwise agreed upon in writing between the Vendor Manager and the Contractor, shall, notwithstanding Con Xxxxxx's approval, to assess their performance. These reports shall be as fully provided to the Vendor Manager within seven (7) business days of completion. If the State takes issue with anything in the report or feels something was overlooked the Contractor will immediately address it and remedy it with the Subcontractor. The Contractor understands that they are solely responsible for the acts and omissions management of its the Subcontractors. The Contractor guarantees the performance of all Subcontractors. The Contractor shall hold all Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con EdisonSLAs, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of ContractorMetrics, and comply other requirements in this Contract and executed Scopes of Work. When a Subcontractor misses a Metric, SLA, or other requirement from the State or User Agency, the Contractor is solely responsible and shall make right with the other requirements relating to insurance as are required of User Agency. To clarify, the Contractor hereunder, including, will manage all relationships in the Contract. Nonperformance by an employee or a subcontractor including but not limited toto the collection units, naming Consolidated Edison Company laboratories, and the MRO(s) is the responsibility of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and the Contractor. The Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also will be solely responsible for the benefit nonperformance of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus parties. The Contractor will ensure that they or T&M basis in an amount exceeding $5,000, immediately after their subcontractors meet all certification requirements under DOT regulations. The Contractor enters into such subcontract, Contractor shall send a copy will provide evidence of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis certification and/or training upon request.

Subcontracting. A. 8.40.1 The requirements of this Contract may not be subcontracted by the Contractor without the advance approval of the District. Any attempt by the Contractor to subcontract without the prior consent of the District may be deemed a material breach of this Contract. 8.40.2 If the Contractor desires to subcontract, the Contractor shall not subcontract all or any portion provide the following information promptly at the District’s request: ▪ A description of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by the Subcontractor; ▪ A draft copy of the proposed subcontract; and ▪ Other pertinent information and/or certifications requested by the District. 8.40.3 The Contractor shall indemnify and hold the District harmless with respect to the activities of each and every Subcontractor in the same manner and to the same degree as if such Subcontractor(s) were the Contractor employees. 8.40.4 The Contractor shall remain fully responsible for all performances required of it under this Contract, including those that the Contractor has determined to subcontract, notwithstanding the District’s approval of the Contractor’s proposed subcontract. 8.40.5 The District’s consent to subcontract shall not waive the District’s right to prior and continuing approval of any and all personnel, including Subcontractor employees, providing services under this Contract. The Contractor is responsible to notify its Subcontractors of this District right. 8.40.6 The District’s Contract- Director is authorized to act for and on behalf of the District with respect to approval of any subcontract and Subcontractor employees. After approval of the subcontract by the District, Contractor shall forward a fully executed subcontract to the District for their files. 8.40.7 The Contractor shall be solely liable and responsible for all payments or other compensation to all Subcontractors and their officers, employees, agents, and successors in interest arising through services performed hereunder, notwithstanding the District’s consent to subcontract. 8.40.8 The Contractor shall obtain certificates of insurance, which establish that the Subcontractor maintains all the programs of insurance required by another the District from each approved Subcontractor. Nothing contained herein shall create any contractual rights in Before any Subcontractor against Con Xxxxxx. employee may perform any work hereunder, the Contractor shall cause ensure delivery of all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract documents to: Consolidated Edison Company Fire Protection District of New YorkLos Angeles County Materials Management Division / Contracts Section 0000 X. Xxxxxxx Xxx., Inc. 0 Xxxxxx Xxxxx New YorkXxx 000 Xxxxxxxx, N.Y. 10003 Attention: Purchasing Department Section ManagerXX 00000 Failure of the Contractor to maintain compliance with the requirements set forth in sub- paragraph 8.14 - Contractor’s Warranty of Adherence to County’s Child Support Compliance Program, Technology shall constitute default under this Contract. Without limiting the rights and Strategic Initiativesremedies available to the District under any other provision of this Contract, failure of the Contractor to cure such default within ninety (90) calendar days of written notice shall be grounds upon which the District may terminate this Contract pursuant to sub-paragraph 8.43 - Termination for Default and pursue debarment of the Contractor, pursuant to County Code Chapter 2.202.

Subcontracting. A. Contractor shall (a) Except as and to the extent ACI may agree otherwise in writing, Vendor may subcontract its obligations under this Agreement only in accordance with the following: (i) Except as set forth below, Vendor may not delegate or subcontract all or any portion of the performance its responsibilities under this Agreement (including to be rendered hereunder Affiliates) without the express prior written approval of Con Xxxxxx as ACI, which ACI may withhold in its sole discretion. Prior to entering into a subcontract with a third party, Vendor shall give ACI not less than ten (10) Business Days’ prior written notice specifying the components of the Services affected, the scope of the proposed subcontract, and the identity and qualifications of the proposed subcontractor. Notwithstanding the foregoing or any other provision in this Agreement to the tasks to be subcontracted and the Subcontractor; providedcontrary, howeverVendor may, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on ordinary course of business and without notice to ACI, subcontract for any third-party service and/or product that (1) is not material to any function constituting a part of the work subcontractedServices, and (2) does not result in a material change in the way Vendor conducts its business, provided Con Xxxxxx has first approved such subcontract does not adversely affect ACI, whether in performance of or Charges for the proposed SubcontractorServices or otherwise. Contractor shall, as soon as practicable after execution Without limitation of the Contractprovisions set forth in Section 5.3, notify Con Edison if ACI expresses concerns to Vendor about a subcontract covered by this Section 10.7(a)(i), Vendor shall discuss such concerns with ACI and work in writing of any Subcontractor proposed good faith to be employed resolve ACI’s concerns on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractinga mutually acceptable basis. B. Contractor(ii) ACI may request that Vendor use a particular subcontractor in certain limited circumstances in which case Vendor will attempt to use such proposed subcontractor unless Vendor persuades ACI that the use of such subcontractor would impair Vendor’s ability to satisfy the Service Levels or such use would cause a Vendor to breach an agreement. For purposes of clarity, shall, notwithstanding Con Xxxxxx's approval, Vendor Charges shall be as fully responsible for equitably adjusted should the acts and omissions use of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail such ACI requested subcontractor cause Vendors costs to perform to the satisfaction of Con Edison, Con Edison increase. (iii) ACI shall have the right to rescind revoke its prior approval of a subcontractor and direct Vendor to require replace such subcontractor if the Work subcontracted subcontractor’s performance is materially deficient, or there have been material misrepresentations by or concerning the subcontractor, or a subcontractor which at the time approved is a majority owned Affiliate of Vendor ceases to be such an Affiliate. (b) Vendor shall remain responsible for obligations, services and functions performed by Contractor subcontractors to the same extent as if such obligations, services and functions were performed by Vendor employees (including requiring subcontractors to adhere to the standards applicable to Vendor and the policies and procedures then in effect, whether promulgated by ACI or Vendor) and for purposes of this Agreement such work shall be deemed Services performed by another approved SubcontractorVendor. Nothing contained herein Vendor shall create be ACI’s sole point of contact regarding the Services performed by Vendor’s subcontractors, including with respect to payment. It is understood and agreed that, as between the Parties, Vendor shall be solely liable for all costs and payment obligations owed by Vendor to its subcontractors and third parties in connection with the Services. (c) In addition to any contractual rights other restrictions in any Subcontractor against Con Xxxxxx. Contractor this Agreement regarding confidentiality, Vendor shall not disclose ACI Confidential Information to a subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Vendor under this Agreement, and then only on a need-to-know basis. (d) To the extent subcontractors, agents, representatives or other entities perform the Services, Vendor shall cause all subcontracts applicable such entities to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the obligations and restrictions associated with the services, functions and responsibilities performed by such subcontractors, agents, representatives and other requirements entities that are applicable to Vendor under this Agreement In addition, Vendor shall include in its subcontracts, as “flow-down” provisions, provisions substantially similar to the provisions of this Agreement relating to insurance compliance with Applicable Laws; audit; confidentiality, security and Intellectual Property Rights of ACI; and each other provision which is necessary to assure that Vendor will fulfill its obligations under this Agreement. In addition, all documents (e.g., contracts) between Vendor and its subcontractors or other third parties relating to creative services shall contain a provision whereby the subcontractor transfers intellectual property rights to customer-developed materials to Vendor or Vendor’s customers. (e) Vendor will, at ACI’s request, enforce the subcontracts as are required necessary to cause the subcontracted obligations to be fulfilled on Vendor’s behalf in accordance with this Agreement. (f) Vendor shall exercise prudence and good business judgment in the selection and monitoring of Contractor hereunderperformance of subcontractors. In the event of loss resulting from such failure of performance by any subcontractor, includingthe burden shall be on Vendor to show that it complied with the aforesaid standard of selection and monitoring of the subcontractor. (g) ACI may request at any time, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts Vendor shall provide for Contractor within thirty (30) calendar days of such request, a listing of all Vendor employees, agents and subcontractors who are then performing Services under this Agreement, such listing to include basic information about each person including name, job title and basic job function with respect to the same rights against the Subcontractor Services. (h) Subcontractors as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion which ACI has, as of the performance to be rendered hereunder on a cost-plus or T&M basis Effective Date, given the approvals required by this Section 10.7 are identified in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesSchedule N (Approved Subcontractors).

Subcontracting. A. Contractor Subject to Applicable Law, the Service Provider shall not without the prior written consent of SARS, which consent shall not be unreasonably withheld, subcontract all or any portion of the performance Services required in terms of this Agreement to be rendered hereunder without any third party. It is expressly recorded that SARS will not approve a proposed subcontracting if, in the express written approval exclusive judgment of Con Xxxxxx as SARS, the subcontracting will result in prejudice or potential prejudice to the tasks to be subcontracted and the Subcontractor; provided, however, other service providers. It is also recorded that this limitation shall not apply to the purchase by the Service Provider of standard commercial supplies or raw materialsmedia inventory on SARS’ behalf shall in terms of this Agreement not be defined as Subcontracting. Contractor may utilize Whenever the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution Service Provider wishes to subcontract any part of the ContractServices in terms hereof, notify Con Edison the Service Provider shall submit, together with its request as set out in writing clause 34.11.1 above, a complete written proposal for SARS’s approval containing- Full details and business references of any Subcontractor the subcontractor; A full description of the part of the Service Request it proposes for subcontracting; Full details of how the Service Provider will manage the performance of the Services by the subcontractor; The value of the Service Request proposed to be employed on subcontracted, expressed as a percentage; The B-BBEE status and certificate of the Worksubcontractor; and A document providing proof that the Subcontractor is complaint with the Applicable Laws relating to taxation in the Republic of South Africa. Contractor Notwithstanding the provisions of this clause 34.11, the Service Provider shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully remain the only Party wholly responsible for the acts and omissions due performance of its Subcontractors obligations in terms of this Agreement and their agents compliance with the terms and representatives as it is for its own acts and omissionconditions thereof. Should any approved Subcontractor fail to perform Subject to the satisfaction provisions of Con Edisonclause above, Con Edison the Service Provider shall have ensure that a subcontracting agreement entered into between the right Service Provider and the subcontractor binds the subcontractor to rescind its approval the terms and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractorconditions of this Agreement. Nothing contained herein shall create any a contractual rights relationship between SARS and the subcontractor. No latitude, extension of time or other indulgence which may be given or allowed by either Party in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of such Party arising from this Agreement, and no single or partial exercise of any right by a Party under this Agreement, shall in any circumstances be construed to be rendered hereunder on implied consent or election by a cost-plus Party or T&M basis operate as a waiver or novation of or otherwise affect any of that Party’s rights in an amount exceeding $5,000terms of or arising from this Agreement or estop or preclude that Party from enforcing at any time and without notice, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology strict punctual compliance with each and Strategic Initiativesevery provision or term hereof.

Subcontracting. A. Contractor shall not 52.1 CONTRACTOR may subcontract, upon COUNTY's written approval, for Community Service and Work Experience providers. . 52.2 Any attempt by CONTRACTOR to subcontract all or any portion performance of the performance to be rendered hereunder terms of this CONTRACT without the express written approval consent of Con Xxxxxx as COUNTY shall be null and void and shall be deemed a material breach of the terms of the CONTRACT. In the event of such a breach, the CONTRACT may be terminated forthwith. COUNTY's determination of whether to approve CONTRACTOR's request to subcontract shall be at the tasks to sole discretion of COUNTY. 52.3 Subcontracts shall be subcontracted made in the name of CONTRACTOR and the Subcontractor; provided, however, that this limitation shall not apply bind nor purport to the purchase bind COUNTY. The making of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing subcontracts hereunder shall not relieve CONTRACTOR of any Subcontractor proposed to be employed on requirement under the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunderCONTRACT, including, but not limited to, naming Consolidated Edison Company the duty to properly supervise and coordinate the work of New Yorksubcontractors. Approval of the provisions of any subcontract by COUNTY shall not be construed to constitute a determination of the allowable of any cost under the CONTRACT. In no event shall approval of any subcontract by COUNTY be construed as affecting any increase in the amount provided for in the CONTRACT. 52.4 If CONTRACTOR wishes to subcontract, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts CONTRACTOR shall provide for Contractor the same rights against following information promptly at COUNTY's request: 1. A description of the Subcontractor as Con Edison service to be provided by the proposed subcontractor; 2. Identification of the proposed subcontractor and an explanation of why and how it was selected, including the degree of competition obtained; 3. An indication whether the proposed subcontractor's firm is a minority, women-owned, disadvantaged, or O&R has hereunder against Contractor disabled veteran’s business enterprise; 4. A resume of the potential subcontractor's background and experience. 52.5 In the event that COUNTY should consent to subcontracting, CONTRACTOR shall expressly state that such provisions include, in all subcontracts, the following provision: “This CONTRACT is a subcontract under the terms of a prime CONTRACT with the COUNTY of Los Angeles. All representations and warranties shall also be for inure to the benefit of Con Edison the COUNTY of Los Angeles.” 52.6 When required by State regulations, subcontracts shall be advertised, competitively bid and O&R.evaluated in a manner which will satisfy applicable State laws and regulations, including California Department of Social Services Manual of Policies and Procedures (MPP), Sections 23-610 through 23-615. COUNTY's approval of a subcontractor shall not be construed as waiving CONTRACTOR as the sole responsible party obligated to ensure that all subcontractors are chosen based upon all applicable federal, state and COUNTY rules, regulations and policies. C. If the Contract is on a cost52.7 CONTRACTOR may subcontract, upon COUNTY pre-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract approval, with a Subcontractor subcontractor to whom provide ongoing assessment, job development and placement management services to WtW participants, giving priority to those participants who have reached the 5-year time limit. 52.8 If Subcontracting for Vocational Education and Employment Training Services, CONTRACTOR shall utilize existing providers procured through the Interstate Training Resource and Information Network (I-TRAIN) system that is developed and maintained by CONTRACTOR. 52.9 CONTRACTOR shall indemnify and hold COUNTY harmless with respect to the activities of each and every Contractor is subcontracting and subcontractor in the same manner and to the same degree as if such subcontractor(s) were CONTRACTOR employees. 52.10 CONTRACTOR shall remain fully responsible for all or any portion performances required of the performance it under this CONTRACT, including those that CONTRACTOR has determined to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor notwithstanding COUNTY’s approval of CONTRACTOR’s proposed subcontract 52.11 COUNTY’s consent to subcontract shall send a copy not waive COUNTY’s right to prior and continuing approval of any and all personnel, including subcontractor employees, providing services under this CONTRACT. CONTRACTOR is responsible to notify its subcontractors of this COUNTY right. 52.12 COUNTY’s CONTRACT Administrator is authorized to act for and on behalf of COUNTY with respect to approval of any subcontract and subcontractor employees. 52.13 CONTRACTOR shall be solely liable and responsible for all payments or other compensation to all subcontractors and their officers, employees, agents, and successors in interest arising through services performed hereunder, notwithstanding COUNTY’s consent to subcontract 52.14 CONTRACTOR shall obtain certificates of insurance, which establish that the subcontractor maintains all the programs of insurance required by COUNTY from each approved subcontractor. CONTRACTOR shall ensure delivery of all such subcontract todocuments to the following contact/address before any subcontractor employee may perform any work hereunder. Department of Public Social Services CONTRACT Management Division 00000 Xxxxxxxxxx Xxxxxxx Xxxxx, 0xx Xxxxx Xxxx xx Xxxxxxxx, XX 00000-0000 Attn: Consolidated Edison Company of New YorkXxxx Xxxx, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section County Contract Manager, Technology and Strategic Initiatives

Subcontracting. A. The Contractor shall not assign this Contract or enter into a subcontract all or for any portion of the performance to be rendered hereunder services performed under this Contract without obtaining the express prior written approval of Con Xxxxxx as to the tasks State. If such subcontract agreements are approved by the State, each shall contain all sections of this Contract. The Contractor shall be the Prime Contractor and shall be responsible for all work performed on this Contract. The State considers Contractor to be subcontracted and the Subcontractor; providedsole point of contact with regard to contractual matters, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing including payment of any and all Subcontractor proposed charges resulting from this Agreement. The State, other than approving such Subcontractors has no obligation, financial or otherwise, to be employed on the Work. Contractor any Subcontractor and shall not be relieved deemed in privity with any Subcontractor. The Contractor shall be the main point of contact for the Contract. No User Agency shall have direct contact with the Subcontractor unless the User Agency requests to meet with the Subcontractor. Upon request the Contractor shall be present in meetings with Subcontractors. The State will have no requirement to interface with any of the Subcontractors. Should the State wish to maintain direct contact with Subcontractor, Contractor will agree to remove that Subcontractor from the Contractor managed program, at which time all performance and payment obligations hereunder by reason to the said Subcontractor shall rest with the State. The User Agency will not ever see a difference in services regardless of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, which company employs the onsite Guards. The Contractor takes full responsibility and understands that all requirements in this Contract are obligatory and at no time shall the Contractor lapse regardless of the use of Subcontractors in this agreement. The Contractor shall manage the Subcontractors. Reports shall be as fully given at a minimum quarterly to assess their performance. These reports shall be provided to the Vendor Contract Manager within seven (7) business days of completion. If the State takes issues with anything in the report or feels something was overlooked the Contractor will immediately address it and remedy it with the Subcontractor. The Contractor understands that they are solely responsible for the acts and omissions management of its the Subcontractors. The Contractor guarantees the performance of all Subcontractors. The Contractor shall hold all Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction SLAs, Metrics, and other requirements in this Contract. When a Subcontractor misses a Metric, SLA, or other requirement from the State the Contractor is solely responsible and shall make right with the User Agency. The State shall receive a credit for part or all of Con Edison, Con Edison shall have the right to rescind its approval management fee on a job when the Contractor has not fulfilled all or part of the duties and to require the Work subcontracted to be performed by Contractor or by another approved responsibilities of managing a Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. When this happens the State and the Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, will find a mutually agreed upon amount and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be means for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativescredit.

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the Construction Period, with the prior written consent of the Jal Xxxxx. (b) The Concessionaire shall not provide a copy of each proposed Subcontract, along with details of the relevant Subcontractor, to the Jal Xxxxx for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 7.5(b) above, the Jal Xxxxx shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any Subcontractor and the corresponding Subcontract by the Jal Xxxxx shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the Construction Period; (ii) the Subcontract is on terms consistent with this Agreement; (iii) the Subcontract contains provisions that provide, at the Jal Nigam's option, for the subcontract all to be novated or assigned to the Jal Xxxxx or its nominee without any portion further consent or the approval from the Concessionaire or the Subcontractor or entitle the Jal Xxxxx or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of the Jal Xxxxx shall always be subject to the substitution rights of the Lenders under this Agreement or the Substitution Agreement; and (iv) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractor. (e) If the Jal Xxxxx does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by the express written approval Jal Xxxxx. (f) Within 7 days of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to the Jal Xxxxx for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New Yorkthe Jal Xxxxx and the process set out in this Clause 7.5 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by the Jal Xxxxx, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Agreement for all work and services subcontracted under this Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Agreement. All references in this Agreement to any act, Technology and Strategic Initiativesdefault, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors.

Subcontracting. A. Contractor shall be entitled to subcontract parts of the Works if and to the extent the following procedure is applied. Prior to entering in contracts with subcontractors Contractor shall inform Company in writing of Contractor´s * Confidential treatment has been requested for portions of this exhibit. intention to subcontract giving Company the complete name and address of the proposed subcontractor and the part of the Works to be executed by this subcontractor. The Contractor shall not subcontract all or employ a proposed subcontractor if Company submits to Contractor in writing – and within three working days from being informed of name, address and part of work – an objection to employing the subcontractor and this objection is supported by good cause explained in writing in the objection letter. In case such objection is supported by good cause, Contractor is not entitled to any portion additional remuneration because of the performance employment of a subcontractor other than the one initially proposed. The Parties acknowledge that Company has not objected to employing the subcontractors contained in the list attached as Exhibit 12 List of Subcontractors consented to. Subcontracting does not impact on Contractor’s liability and responsibility under this Agreement. The Contractor remains liable for all acts and omissions of the subcontractors which shall be persons or entities engaged by Contractor for the fulfillment of Contractor´s obligations (Erfüllungsgehilfen des Contractors). The Contractor shall use its best efforts in choosing subcontractors which are competent, capable and qualified to complete the Works to be rendered hereunder without executed by the express written approval of Con Xxxxxx as respective subcontractor properly and in–time. The Contractor explicitly affirms that its employees are paid at least minimum wages. The Contractor moreover affirms only to the tasks to be subcontracted employ subcontractors and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materialsentities providing workers (Verleiher i.S. des Arbeitnehmerüberlassungsgesetzes) which equally compensate their employees by minimum wage. Contractor may utilize will – on demand – provide Company with the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractornecessary documentation that Contractor as well as any subcontractor or entities providing workers have paid and will pay such minimum wage. Contractor shall, simultaneously with signing this Agreement, sign the declaration attached to this Agreement as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed Exhibit 13 Work Force Regulation and shall impose on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide subcontractors at least the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesobligations.

Subcontracting. A. Contractor The AGENCY shall not transfer or assign by subcontract, any part of the work funded under this AGREEMENT without prior written consent of the DEPARTMENT. X. Subcontracts executed in connection with the performance of work under this AGREEMENT must comply with the requirements of this AGREEMENT. C. Requests for qualifications, requests for proposals, and contracts related to work under this agreement must adhere to the following provisions from 49 CFR 26, as well as any additional provisions outlined by the DEPARTMENT. i. Prompt Payment (a) You must establish, as part of your DBE program, a contract clause to require prime contractors to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment you make to the prime contractor. (b) You must ensure prompt and full payment of retainage from the prime contractor to the subcontractor within 30 days after the subcontractor's work is satisfactorily completed. You must use one of the following methods to comply with this requirement: o (1) You may decline to hold retainage from prime contractors and prohibit prime contractors from holding retainage from subcontractors. o (2) You may decline to hold retainage from prime contractors and require a contract clause obligating prime contractors to make prompt and full payment of any retainage kept by prime contractor to the subcontractor within 30 days after the subcontractor's work is satisfactorily completed. o (3) You may hold retainage from prime contractors and provide for prompt and regular incremental acceptances of portions of the prime contract, pay retainage to prime contractors based on these acceptances, and require a contract clause obligating the prime contractor to pay all retainage owed to the subcontractor for satisfactory completion of the accepted work within 30 days after your payment to the prime contractor. (c) For purposes of this section, a subcontractor's work is satisfactorily completed when all the tasks called for in the subcontract all or any have been accomplished and documented as required by the recipient. When a recipient has made an incremental acceptance of a portion of a prime contract, the performance work of a subcontractor covered by that acceptance is deemed to be rendered hereunder without satisfactorily completed. (d) Your DBE program must provide appropriate means to enforce the express requirements of this section. These means may include appropriate penalties for failure to comply, the terms and conditions of which you set. Your program may also provide that any delay or postponement of payment among the parties may take place only for good cause, with your prior written approval approval. (e) You may also establish, as part of Con Xxxxxx as your DBE program, any of the following additional mechanisms to ensure prompt payment: o (1) A contract clause that requires prime contractors to include in their subcontracts language providing that prime contractors and subcontractors will use appropriate alternative dispute resolution mechanisms to resolve payment disputes. You may specify the nature of such mechanisms. o (2) A contract clause providing that the prime contractor will not be reimbursed for work performed by subcontractors unless and until the prime contractor ensures that the subcontractors are promptly paid for the work they have performed. o (3) Other mechanisms, consistent with this part and applicable state and local law, to ensure that DBEs and other contractors are fully and promptly paid. ii. Good Faith Effort and Protecting Against Termination for Convenience (a) When you have established a DBE contract goal, you must award the contract only to a bidder/offeror who makes good faith efforts to meet it. You must determine that a bidder/offeror has made good faith efforts if the bidder/offeror does either of the following things: o (1) Documents that it has obtained enough DBE participation to meet the goal; or o (2) Documents that it made adequate good faith efforts to meet the goal, even though it did not succeed in obtaining enough DBE participation to do so. If the bidder/offeror does document adequate good faith efforts, you must not deny award of the contract on the basis that the bidder/offeror failed to meet the goal. See Appendix A of this part for guidance in determining the adequacy of a bidder/offeror's good faith efforts. (b) In your solicitations for DOT-assisted contracts for which a contract goal has been established, you must require the following: o (1) Award of the contract will be conditioned on meeting the requirements of this section; o (2) All bidders or offerors will be required to submit the following information to the tasks to be subcontracted recipient, at the time provided in paragraph (b)(3) of this section: (i) The names and the Subcontractor; provided, however, addresses of DBE firms that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used will participate in the industry on contract; (ii) A description of the work subcontractedthat each DBE will perform. To count toward meeting a goal, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison each DBE firm must be certified in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts a NAICS code applicable to the Work kind of work the firm would perform on the contract; (iii) The dollar amount of the participation of each DBE firm participating; (iv) Written documentation of the bidder/xxxxxxx's commitment to contain provisions which require use a DBE subcontractor whose participation it submits to meet a contract goal; and (v) Written confirmation from each listed DBE firm that it is participating in the Subcontractor contract in the kind and amount of work provided in the prime contractor's commitment. (vi) If the contract goal is not met, evidence of good faith efforts (see Appendix A of this part). The documentation of good faith efforts must include copies of each DBE and non-DBE subcontractor quote submitted to the bidder when a non-DBE subcontractor was selected over a DBE for work on the contract; and (i) At your discretion, the bidder/offeror must present the information required by paragraph (b)(2) of this section— (A) Under sealed bid procedures, as a matter of responsiveness, or with initial proposals, under contract negotiation procedures; or (B) No later than 7 days after bid opening as a matter of responsibility. The 7 days shall be reduced to 5 days beginning January 1, 2017. (ii) Provided that, in a negotiated procurement, including a design-build procurement, the bidder/offeror may make a contractually binding commitment to meet the goal at the time of bid submission or the presentation of initial proposals but provide the information required by paragraph (b)(2) of this section before the final selection for the contract is made by the recipient. (c) You must make sure all information is complete and accurate and adequately documents the bidder/offeror's good faith efforts before committing yourself to the performance of the contract by the bidder/offeror. (d) If you determine that the apparent successful bidder/offeror has failed to meet the requirements of paragraph (a) of this section, you must, before awarding the contract, provide the bidder/offeror an opportunity for administrative reconsideration. (1) As part of this reconsideration, the bidder/offeror must have the opportunity to provide written documentation or argument concerning the same insurance coverage as is required issue of Contractor, and comply with whether it met the other requirements relating goal or made adequate good faith efforts to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesdo so.

Subcontracting. A. Contractor shall not subcontract all the Work to be provided under this Contract unless Contractor has identified the Subcontractor in writing in a Proposal that is acceptable to the Judicial Council and authorized by a Service Work Order. No party to this Contract shall in any way contract on behalf of or any portion in the name of another party to this Contract. At the request of the performance Judicial Council, the Contractor shall provide documentation that its Subcontractors meet the required qualifications set forth in the Contract Documents with respect to be rendered hereunder without that Subcontractor’s work. If requested by the express written approval Judicial Council, the Contractor shall provide copies of Con Xxxxxx as all Contractor’s agreements with its Subcontractors to the tasks to be subcontracted Judicial Council. The Judicial Council’s review of subcontracts shall in no way relieve the Contractor of any of its responsibilities and the Subcontractor; provided, however, that obligations under this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed SubcontractorContract. Contractor shall, as soon as practicable after execution in the course of the Contractwork, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its engage only Subcontractors and their agents employees who possess, and representatives as it is for its own acts will maintain in good standing during the performance of the Services, valid and omission. Should any approved Subcontractor fail to perform to applicable licenses where the satisfaction State of Con Edison, Con Edison shall have California or this Contract requires that the right to rescind its approval and to require the Work subcontracted work to be performed by that Subcontractor or employee must be performed by a licensed person or entity Contractor expressly acknowledges that its Subcontractors are not third party beneficiaries of this Contract. No contractual relationship exists between the Judicial Council and any Subcontractor, supplier, or sub-Subcontractor by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxxreason of this Contract. Contractor shall cause be responsible for all subcontracts applicable Work performed under the Contract. All persons engaged in the Work of the Project are the responsibility and under the control of the Contractor. Contractor shall give personal attention to fulfillment of the Contract and shall keep the Work under the Contractor’s control. Although some of the Contract Documents may be arranged according to various trades or general grouping of work, the Contractor is not obligated to sublet work in any particular grouping or manner. The Contractor shall be responsible for the coordination of the trades, Subcontractors, sub-Subcontractors, and any material or equipment suppliers working on the Project. The Judicial Council may not permit a Contractor or Subcontractor who is ineligible to bid or work on, or be awarded, a public works project pursuant to Labor Code section 1777.1 to propose on, bid on, be awarded, or perform work as a Subcontractor on a public works project. Any contract on a public works project entered into between a contractor and a debarred Subcontractor is void as a matter of law. A debarred Subcontractor may not receive any public money for performing work as a Subcontractor on a public works contract, and any public money that may have been paid to a debarred Subcontractor by a contractor on the project shall be returned to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of awarding body. Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be responsible for the benefit payment of Con Edison and O&R. C. If wages to workers of a debarred Subcontractor who has been allowed to work on the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Project. Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology ensure that all Contractor’s Subcontractors execute the Prevailing Wage and Strategic InitiativesRelated Labor Requirements Certification attached hereto and incorporated herein.

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the Construction Period, with the prior written consent of the Jal Xxxxx. (b) The Concessionaire shall not provide a copy ofeach proposed Subcontract along with details of the relevant Subcontractor, to the Jal Xxxxx for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 7.5(b) above, the Jal Xxxxx shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any Subcontractor and the corresponding Subcontract by the Jal Xxxxx shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the Construction Period; (ii) the Subcontract is on terms consistent with this Agreement; (iii) the Subcontract contains provisions that provide, at the Jal Nigam's option, for the subcontract all to be novated or assigned to the Jal Xxxxx or its nominee without any portion further consent or the approval from the Concessionaire or the Subcontractor or entitle the Jal Xxxxx or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of the Jal Xxxxx shall always be subject to the substitution rights of the Lenders under this Agreement or the Substitution Agreement; and (iv) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractor (e) If the Jal Xxxxx does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by the express written approval Jal Xxxxx. (f) Within 7 days of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to the Jal Xxxxx for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New Yorkthe Jal Xxxxx and the process set out in this Clause 7.5 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by the Jal Xxxxx, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Agreement for all work and services subcontracted under this Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Agreement. All references in this Agreement to any act, Technology and Strategic Initiativesdefault, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors.

Subcontracting. A. Contractor Medpace shall not subcontract all any such Service or obligation through sub-contractors, consultants, agents or any portion third party (“Subcontractors”) without first obtaining Sponsor’s written consent. In the event Sponsor approves the use of one or more Subcontractors, then Medpace shall enter into a separate contract with such Subcontractors containing terms consistent with this Agreement. Medpace shall require that any such contract shall contain the specific, detailed services to be performed by any such Subcontractor. Medpace shall use commercially reasonable efforts to add Sponsor as a third-party beneficiary to such contracts to allow Sponsor to exercise and enforce similar rights as Medpace may have under its contract with any such Subcontractor, including without limitation the right to audit and inspect such Subcontractor’s financial affairs, facilities, processes and procedures to the extent that such matters relate to work for Sponsor. Medpace’s contract with its Subcontractors shall include an assignment to Medpace of rights to any Sponsor Arising IP arising from the performance by such Subcontractor of any obligations subcontracted thereto pursuant to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted this paragraph. Medpace understands and the Subcontractor; provided, however, agrees that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used all such Sponsor Arising IP described in the industry on immediately preceding sentence shall be assigned to Sponsor as contemplated hereunder and as necessary Medpace shall apprise each Subcontractor of such fact. Medpace represents and covenants that it shall use best efforts to ensure that any Subcontractor, has the work subcontracted, provided Con Xxxxxx has first approved capability to perform the proposed SubcontractorServices to Sponsor’s standards under this Agreement and in compliance with Applicable Laws. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor Study Sites shall not be relieved considered a sub-contractor, consultant or agent for purposes of this Article. In the event that Medpace contracts with a Subcontractor pursuant to this Section to discharge any obligations hereunder by reason obligation of any Medpace under this Agreement or a Task Order, Medpace shall (i) remain primarily responsible to Sponsor for the performance of such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for Service or obligations; and (ii) accept liability arising from the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved such Subcontractor fail related to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion performance of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesServices.

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the Construction Period, with the prior written consent of BUIDCO. (b) The Concessionaire shall not provide a copy of each proposed Subcontract, along with details of the relevant Subcontractor, to BUIDCO for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Concession Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 7.5(b) above, BUIDCO shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any Subcontractor and the corresponding Subcontract by BUIDCO shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the Construction Period; (ii) the Subcontract is on terms consistent with this Concession Agreement; (iii) the Subcontract contains provisions that provide, at BUIDCO's option, for the subcontract all to be novated or assigned to BUIDCO or its nominee without any portion further consent or the approval from the Concessionaire or the Subcontractor or entitle BUIDCO or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Concession Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of BUIDCO shall always be subject to the substitution rights of the Lenders under this Concession Agreement or the Substitution Agreement; and (iv) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractor. (e) If BUIDCO does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by BUIDCO. (f) Within 7 days of the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to BUIDCO for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New YorkBUIDCO and the process set out in this Clause 7.5 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by BUIDCO, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Concession Agreement for all work and services subcontracted under this Concession Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Concession Agreement. All references in this Concession Agreement to any act, Technology default, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors. (i) The Bank has right to access of information and Strategic Initiativesaudit the sub-contractor files with regards to the Concession Agreement.

Subcontracting. A. Contractor Acucela shall not subcontract all or any portion part of its Co-Promotion activities without, in each instance, obtaining the performance to be rendered hereunder without the express prior written approval of Con Xxxxxx as Otsuka, which prior written approval may be evidenced in the minutes of any JCC meeting or in any Commercialization Plan; provided, however that Otsuka shall not unreasonably withhold, condition or delay its approval of one or more subcontractors to conduct up to *, in the aggregate, of Acucela’s Co-Promotion activities. Notwithstanding Otsuka’s approval of a subcontractor, Acucela’s right to subcontract any Co-Promotion activities shall be subject to the tasks following: (a) none of Otsuka’s rights hereunder shall be diminished or otherwise adversely affected as a result of such subcontracting, (b) the subcontractor shall not have the right to further subcontract Co-Promotion activities unless agreed upon in writing by Otsuka, (c) Acucela shall be subcontracted responsible and liable for the Subcontractorperformance by any subcontractor of, or failure of any subcontractor to comply with, and Acucela guarantees the compliance by each subcontractor with, all relevant restrictions, limitations and obligations in this Agreement, (d) such permitted subcontracting shall not relieve Acucela of any liability or obligation under this Agreement, except to the extent satisfactorily performed by such subcontractor. In addition, Acucela shall * Confidential Treatment Requested. use Commercially Reasonable Efforts to negotiate each agreement with each such permitted subcontractor (“Co-Promotion Subcontractor Agreement”) to provide that: (i) such subcontractor shall be bound by obligations of confidentiality and non-use that are no less stringent than those undertaken by the Parties pursuant to this Agreement, (ii) during the term of the Co-Promotion Subcontractor Agreement and thereafter (up to * after completion of Co-Promotion) such subcontractor shall allow Otsuka or its designee to audit such subcontractor’s sites and all records and other information resulting from Co-Promotion services conducted by such subcontractor (including the right to inspect and copy such records) once annually (or more often if any such annual audit reveals a failure by such subcontractor to comply with Applicable Laws or if Otsuka reasonably believes that such a failure to comply exists) in the location(s) where such data, records and information are maintained by such subcontractor, upon reasonable notice and during such subcontractor’s regular business hours and under obligations of confidence, for the purposes of verifying such subcontractor’s compliance with Applicable Laws; and (iii) Otsuka is a third party beneficiary of the Co-Promotion Subcontractor Agreement. Each Co-Promotion Subcontractor Agreement shall be reviewed and approved by Otsuka prior to Acucela’s or the subcontractor’s execution thereof, and Otsuka shall not be obligated to approve a Co-Promotion Subcontractor Agreement that does not contain provisions consistent with clauses (i) through (iii) in the preceding sentence; provided, however, that this limitation shall if Acucela has complied with its obligation to use Commercially Reasonable Efforts as set forth in the preceding sentence and Otsuka fails or declines to approve such Co-Promotion Subcontractor Agreement, and Acucela is not apply reasonably able to perform itself the applicable activities intended to be subcontracted under such Co-Promotion Subcontractor Agreement, delays that may be attributable to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any failure to approve such Co-Promotion Subcontractor proposed to be employed on the Work. Contractor Agreement shall not be relieved construed as delays attributable to Acucela. Acucela shall use Commercially Reasonable Efforts to monitor and enforce the terms of any obligations hereunder by reason of any such approved subcontractingeach Co-Promotion Subcontractor Agreement. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor shall not subcontract all or any portion When deemed necessary to deliver services of the performance quantity and quality specified, in Exhibit I, Subrecipient may subcontract, however, the Subrecipient's selection of a subcontractor shall first be subject to be rendered hereunder without the express written approval of Con Xxxxxx as LCDPD. Before subcontracting, Subrecipient shall disclose in writing to LCDPD, the tasks individual or entity Subrecipient proposes to subcontract with along with a summary of what Contract work the proposed subcontractor shall be subcontracted performing. LCDPD shall have until the fifth (5th) working day after receiving the disclosure to notify the Subrecipient (by telephone and written confirmation, e-mail or surface mail) of its approval or disapproval of the Subcontractor; providedproposed subcontractor. If LCDPD disapproves of a proposed subcontractor, however, that this limitation shall Subrecipient will not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize engage the services of specialty Subcontractors if they are customarily used the proposed subcontractor for work under this Contract. In the event Subrecipient does not receive LCDPD's approval or disapproval by the end of the fifth (5th) working day, the proposed subcontractor shall be deemed to be approved. All subcontracts shall be in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, same form as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts this Contract and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform subject to the satisfaction of Con Edisonsame terms, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorconditions, and comply with the other requirements relating to insurance as are required of Contractor hereundercovenants, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange the direct monitoring and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion evaluation of the performance subcontract by the LCDPD pursuant to the provisions of Article 15 contained herein. No subcontracts shall in any case release Subrecipient from liability under this Contract. Subrecipient is solely responsible for making direct payment to the subcontractor for subcontracted services. Subrecipient shall be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send responsible for submitting a copy of each subcontract to LCDPD within thirty (30) calendar days of the effective date of this Contract or, if later, within thirty (30) calendar days of contracting with a subcontractor. Subrecipient and subcontractor agree to make all amendments to the subcontract that may be required by LCDPD. Subrecipients are required to follow all federal, state and local procurement rules regarding the purchase of equipment, sub-contracting and program materials, including making efforts to utilize small and minority owned businesses, women's business enterprises and labor surplus area firms when they are potential resources for supplies, equipment and services. LCDPD will provide any reasonably necessary training to the subcontractors regarding such subcontract to: Consolidated Edison Company of New Yorkrules. Procurement rules for are located in the Ohio Administrative Code, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology 5101:9-4- 07 and Strategic Initiatives5101:9-4-07.01.

Subcontracting. A. The substitution of subcontractors on this public works project is governed by the Subletting and Subcontracting Fair Practices Act (Public Contract Code §§4100 et seq.) Nothing herein shall be deemed to entitle Contractor, without the written approval of HACLA, to substitute other Subcontractors for those named in Contractor's List of Subcontractors, attached hereto as Exhibit 4, and, except with such approval, no such substitution shall be made. B. Contractor shall not subcontract all perform any Work on the Project with any subcontractor who is debarred from bidding on, accepting or performing on a public works contract, either as a contractor or subcontractor, by the State of California’s Department of Industrial Relations, Division of Labor Standards Enforcement (DLSE), or any portion subcontractor who is suspended or debarred from participation in federal programs or if under a HUD-imposed Limited Denial of Participation. A current list of individuals and entities debarred by the performance DLSE is available at xxx.xxx.xx.xxx/xxxx/xxxxx.xxxx; a current list of individuals and entities debarred by the federal government is available at xxx.xxx.gov/XXX/. General information on Federal debarments is available at xxx.xxx.xxx/xxxxx/xxxx/xxxxxxxxxx/xxxxxxxx/xxxxxxxx.xxx. C. Contractor certifies that it has investigated the eligibility of each subcontractor and has determined that none is ineligible to be rendered hereunder without the express written approval of Con Xxxxxx as perform Work pursuant to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Workforegoing code provisions. Contractor shall not insert appropriate sections in all subcontracts to bind subcontractors to the terms and conditions of the Contract insofar as such terms are applicable to the work of subcontractors. Nothing contained in the Contract shall create any contractual relationship between any subcontractor and HACLA. Contractor shall be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible and accountable to HACLA for the acts and omissions of its Subcontractors and their agents and representatives his/her subcontractors. D. Except as it is hereinafter provided, any increase in the contract amount or time for its own acts and omission. Should any approved Subcontractor fail to perform to completion resulting from the satisfaction replacement or substitution of Con Edison, Con Edison a subcontractor shall have the right to rescind its approval and to require the Work subcontracted to be performed borne solely by Contractor and without any adjustment in the contract amount or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide time for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativescompletion.

Subcontracting. A. No subcontracting is allowed under this Contract except for: • The electrical portion of this Contract. Contractor shall not subcontract ensure that electrical subcontractor meets all or any portion licensing qualifications outlined in Section 2(f) of Exhibit A. • The monitoring of the performance Fire Protection Systems. Contractor shall ensure that subcontractor meets the qualifications and performs Services as outlined in Section 1(m) of Exhibit A. • Service to be rendered hereunder without a fire alarm panel. If the express written approval of Con Xxxxxx as Contractor does not have access to the tasks codes or are unable to properly Service a fire alarm panel, the Contractor may subcontract with a factory authorized contractor to perform the Service on the said fire alarm panel. • Smoke and fire damper repairs and maintenance. • Third party testing companies. • Subcontractor and manufacturer’s field support. Contractor shall ensure that subcontractor meets the qualifications and performs Services as outlined in this Exhibit A. DAS must approve any and all subcontractors, with the exception of third party testing companies and manufacturer’s field support, utilized by the Contractor in writing prior to any such subcontractor commencing any work. Once approved, the subcontractor’s information will be subcontracted included in Exhibit X. XXX may remove any subcontractor from Exhibit E at any time if DAS, at its sole discretion, deems a subcontractor is not qualified to perform work under this Contract. Contractor acknowledges that any work provided under the Contract to any Client Agency is work conducted on behalf of the State and that the Subcontractor; providedCommissioner of DAS or his/her designee may communicate directly with any subcontractor as the State deems necessary or appropriate. Contractor shall be responsible for all payment of fees charged by the subcontractor(s). If the Contractor utilizes a subcontractor, howeverthe sole responsibility for Performance of the job will rest upon the Contractor, that this limitation not the subcontractor. If the Contractor has any issues with the subcontractor, it is the Contractor’s responsibility to handle and resolve all problems. If the problems are not resolved, the Contractor shall not apply find another means to complete the purchase job by the stated deadline. A performance evaluation of standard commercial supplies or raw materialsany subcontractor shall be provided promptly by the Contractor to DAS upon request in a form acceptable to DAS. DAS may, at their sole discretion, prohibit the Contractor the use of any approved subcontractor(s) on a specific project. Contractor may utilize charge an up-charge over the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractorsubcontractor’s cost or manufacturer’s field support cost. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed Refer to be employed on the WorkExhibit B for pricing and more information. Contractor shall provide the Client Agency with a copy of the subcontractor’s quote with their invoice. If a Contractor elects to utilize any additional subcontractor(s) that are not be relieved of any obligations hereunder by reason of listed in Exhibit E, the Contractor shall submit their request in writing to Xxxxx XxXxxxxxx at xxxxx.xxxxxxxxx@xx.xxx for approval prior to any such approved subcontracting. B. Contractorsubcontractor commencing any work. If DAS approves the subcontractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison Contractor shall have the right subcontractor complete the form SP-26NB (provided by DAS) and return to rescind its approval and to require DAS. Once DAS is in receipt of the Work subcontracted to form SP-26NB, a Contract Supplement will be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable issued adding the subcontractor to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be Contract for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesrequested Contractor.

Subcontracting. A. 43.1. Contractor shall not subcontract all enter into a written Subcontract with each Subcontractor performing any of Contractor’s responsibilities under this Contract before providing Subcontractor with any funding or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; providedfood under this Contract. • At a minimum, howeverSubcontracts shall comply substantively with WSDA’s provided Subcontract templates, that this limitation shall not apply to the purchase of standard commercial supplies though Contractor may use different formats or raw materialsphrasing. Contractor may utilize delete requirement for Subcontractors to indemnify Contractor and name Contractor as additional insured. WSDA does not warrant that the services example Subcontracts fully protects Contractor’s needs or interests. WSDA expressly disclaims that the example Subcontract templates include all of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed any agreement that may exist between Contractor and Subcontractor. Contractor shall, as soon as practicable after execution of must rely on itself or seek its own legal counsel to determine the Contract, notify Con Edison in writing adequacy of any Subcontractor proposed to be employed on provisions of any agreement it enters into with Subcontractors. • Contractor may include any additional terms in the WorkSubcontracts that Contractor deems necessary for full compliance of its Subcontractors. • Unless using WSDA’s Subcontract templates without modification, Contractor shall not submit its Subcontract templates for approval by WSDA before entering into agreements with Subcontractors. • Each Subcontract shall be relieved of any obligations hereunder signed by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts both Parties and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require bind the Subcontractor to provide the same insurance coverage as is required all applicable terms of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, this Contract including, but not limited to, naming Consolidated Edison Company the Program Requirements for the Emergency Food Assistance Program. • Each Subcontract must be in the legal name of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and the Subcontractor. Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against must use Subcontractor’s legal name in all documents referencing the Subcontractor as Con Edison or O&R has hereunder against that Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R.submits to WSDA C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract43.2. Upon WSDA’s request, Contractor shall send submit copies of any executed Subcontract to WSDA. 43.3. Contractor shall offer technical assistance to Subcontractors as needed to assist in carrying out the goals of the funding program. 43.4. Contractor shall assure that Subcontractor continues to meet the requirements to be eligible as a copy Subcontractor throughout the Contract term. Contractor shall secure and maintain on file the following Subcontractor information: • Proof that Subcontractor, if not a federally recognized tribe or public agency, has Internal Revenue Service (IRS) 501(c)(3) tax exempt charitable status. If a Subcontracting church does not have proof of such subcontract 501(c)(3) status they may be required to complete the Alternate 501(c)(3) Church Verification Form (AGR FORM 609-2241) verifying that the organization is recognized in the community as a church. Contractors are authorized to request Subcontractors to complete this church verification form. A “church” may include conventions and associations of churches as well as integrated auxiliaries of a church. If a Subcontractor loses 501(c)(3) status during the Contract term as a result of automatic revocation for failure to file reports, the Subcontractor remains provisionally eligible to receive funding or food but Contractor must require the Subcontractor to reapply for 501(c)(3) status and provide proof of reapplication to Contractor within 30 days of notice of termination. The Subcontract must terminate upon the Subcontractor’s failure to timely provide proof of reapplication to Contractor, unless Subcontractor can show good cause for the failure to reapply. Contractor shall require the Subcontractor to forward documentation of IRS recognition of 501(c)(3) status to Contractor within 180 days of the reapplication date. The Subcontract must terminate if a Subcontractor’s tax-exempt status is denied or the Subcontractor fails to timely forward proof of status; • Food bank Subcontractor, if applicable, must have been operating as a food bank for at least one year prior to the beginning date of the Subcontract; • Proof that Subcontractor is registered with the State of Washington as a nonprofit organization, if Subcontractor is not a Federally Recognized Tribe. Churches and religious organization associated with a church are exempt from the obligation to prove Secretary of State Registration; • Current insurance certifications; • Proof of sufficient matching funds, where required by WAC 16-740-060(5). • Within thirty (30) days of effective date of the Subcontract, the Contractor mush verify that the Subcontractor has registered with the state’s 211 Statewide Telephone Information and Referral Network System 43.5. Contractor must notify WSDA within ten (10) days of any changes to its Subcontractor list. 43.6. The existence of a Subcontract shall not operate to release or reduce the liability of Contractor to WSDA for any breach in the performance of the Contractor’s duties. Contractor is fully responsible to WSDA if a Subcontractor fails to comply with any applicable term or condition of this Contract. The Contractor shall appropriately monitor the activities of all Subcontractors. 43.7. Contractor shall take action to obtain restitution in connection with any claims against Subcontractor for improper distribution use or loss of, or damage to: Consolidated Edison Company , foods distributed under this Contract. 43.8. Contractor shall perform program reviews of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesSubcontractors according to the requirements as identified in the applicable food pantry or food voucher EFAP Procedures Manual. 43.9. Contractor shall take action to correct any Subcontractor noncompliance in conformance with the Program Requirements for the Program under which the Subcontractor receives food or funds. 43.10. Contractor shall include termination or suspension provisions substantially the same as the termination or suspension provisions in this Contract.

Subcontracting. A. Contractor shall not If an awarded XXXXXX intends to subcontract all or any portion of the performance Contract for any reason, the name and address of the subcontracting firm must be submitted along with the BIDDER’s bid or prior to be rendered hereunder without the express use for approval. No subcontracting shall take place prior to bid-awarded BIDDER furnishing this information and receiving written approval from the CITY. The Purchasing Division reserves the right to reject a subcontractor who previously failed in the proper performance of Con Xxxxxx a contract or failed to deliver on- time contracts of a similar nature, or who, the CITY has determined in its sole discretion, is not in the position to perform the contract due to the subcontractor’s size, experience, or resources. The CITY reserves the right to inspect all facilities of any subcontractor in order to make determination as to the tasks foregoing. The subcontractor shall be equally responsible for meeting all requirements specified in the Invitation to be subcontracted Bid. If requested by the CITY or CONSULTANT, BIDDER shall provide an experience statement with pertinent information regarding similar projects and other evidence of qualification for each Subcontractor, Supplier, person or organization. If the CITY or CONSULTANT after due investigation has reasonable objection to any proposed Subcontractor; provided, howeverSupplier, that this limitation shall not apply other person or organization, either may, before the Notice of Tentative Award is given, request the apparent SUCCESSFUL BIDDER to submit an acceptable substitute without an increase in Bid price. If the apparent SUCCESSFUL BIDDER declines to make any such substitution, the CITY may award the contract to the purchase next lowest BIDDER that proposes to use acceptable Subcontractors, Suppliers and other persons and organizations. The declining to make requested substitutions shall constitute grounds for sacrificing the Bid Security of standard commercial supplies any BIDDER. Any Subcontractor, Supplier, other person or raw materials. Contractor may utilize organization listed and to whom the services of specialty Subcontractors if they are customarily used in CITY or CONSULTANT does not make written objection prior to the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution giving of the ContractNotice of Tentative Award will be deemed acceptable to the CITY and CONSULTANT subject to revocation of such acceptance after the Effective Date of the Contract as provided in Paragraph 6.5.2, notify Con Edison in writing Responsibility of any Subcontractor proposed to be employed on the WorkGeneral Conditions. Contractor Subcontractors shall not be relieved changed without the approval of any obligations hereunder the CITY and the CONSULTANT. No acceptance by reason the CITY or CONSULTANT of any such approved subcontracting. B. ContractorSubcontractor, shallSupplier or other person or organization shall constitute a waiver of any right of the CITY or CONSULTANT to reject defective WORK or materials not conforming with these specifications. In contracts where the Contract Price is on the basis of Cost-of-the-WORK Plus a Fee, notwithstanding Con Xxxxxx's approvalthe apparent SUCCESSFUL BIDDER, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform prior to the satisfaction Notice of Con EdisonTentative Award, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights identify in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable writing to the Work CITY those portions of the WORK that such BIDDER proposes to contain provisions which require subcontract and after the Subcontractor to provide Notice of Tentative Award the same insurance coverage as is required Successful BIDDER may only subcontract other portions of Contractor, and comply the WORK with the CITY'S written consent. No BIDDER shall be required to employ any Subcontractor, other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights person or organization against the Subcontractor as Con Edison or O&R which BIDDER has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesreasonable objection.

Subcontracting. A. a. The Contractor shall not must obtain prior written approval from LMTAAA to subcontract all or any portion of the performance services provided within the terms of this Agreement. b. Any subcontracts shall be in writing and the Contractor shall be responsible to ensure that all terms, conditions, assurances and certifications set forth in this Agreement are included in any and all subcontracts. c. Subcontractors are prohibited from further subcontracting for direct client services without prior written approval from LMTAAA. d. When the nature of the service the Subcontractor is to provide requires a certification, license or approval, the Contractor may only subcontract with such Subcontractors that have and agree to maintain the appropriate license, certification or accrediting requirements/standards. e. In any contract or subcontract awarded to or by the Contractor in which the authority to determine service recipient eligibility is delegated to the Contractor or to a Subcontractor, such contract or subcontract shall include a provision acceptable to LMTAAA that specifies how client eligibility will be determined and how service applicants and recipients will be informed of their right to a grievance procedure in case of denial or termination of a service, or failure to act upon a request for services with reasonable promptness. f. If LMTAAA, the Contractor, and a Subcontractor of the Contractor are found by a jury or trier of fact to be rendered hereunder without jointly and severally liable for damages rising from any act or omission from this Agreement, then LMTAAA shall be responsible for its proportionate share, and the express written approval of Con Xxxxxx as Contractor shall be responsible for its proportionate share. Should the Subcontractor be unable to satisfy its joint and several liability, LMTAAA and the Contractor shall share in the Subcontractor’s unsatisfied proportionate share in direct proportion to the tasks to respective percentage of their fault as found by the jury or trier of fact. Nothing in this term shall be subcontracted construed as creating a right or remedy of any kind or nature in any person or party other than LMTAAA and the Subcontractor; provided, however, that this limitation Contractor. This term shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on event of a settlement by either LMTAAA or the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shallContractor. g. Any subcontract shall designate subcontractor as Contractor’s Business Associate, as soon defined by HIPAA, and shall include provision as practicable after execution required by HIPAA for Business Associate contract. The Contractor shall ensure that all client records and other PHI in possession of subcontractor are returned to Contractor at the termination or expiration of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingsubcontract. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the Construction Period with the prior written consent of the KMC. (b) The Concessionaire shall not provide a copy of each proposed Subcontract, along with details of the relevant Subcontractor, to the KMC for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Agreement. (c) Within 15 days of receipt of a draft Subcontract under Article 7.5(b) above, the KMC shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any Subcontractor and the corresponding Subcontract by the KMC shall be subject to the following conditions: i. the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the Construction Period; ii. the Subcontract is on terms consistent with this Agreement; iii. the Subcontract contains provisions that provide, at the KMC's option, for the subcontract all to be novated or assigned to the KMC or its nominee without any portion further consent or the approval from the Concessionaire or the Subcontractor or entitle the KMC or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of the KMC shall always be subject to the substitution rights of the Lenders under this Agreement or the Substitution Agreement; and iv. the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractor. (e) If the KMC does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by the express written approval KMC. (f) Within 7 days of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to the KMC for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New Yorkthe KMC and the process set out in this Article 7.5 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by the KMC, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Agreement for all work and services subcontracted under this Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Agreement. All references in this Agreement to any act, Technology default, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors. (i) The Bank has right to access of information and Strategic Initiativesaudit sub-contractor files with regards to the Concession Agreement.

Subcontracting. A. Contractor shall The requirements of this Contract may not subcontract all or any portion be subcontracted by the Operating Agency without compliance of procurement standards and methods as outlined in 24 CFR, Part 84, of the performance Uniform Administrative Requirements. Any attempt by the Operating Agency to subcontract without adherence to federal regulations as required by the County may be rendered hereunder without deemed a material breach of this Contract. If the express written approval Operating Agency desires to subcontract, the Operating Agency shall provide the following information promptly at the County’s request: A description of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or the subcontractor; A draft copy of the proposed subcontract; and Other pertinent information and/or certifications requested by another approved Subcontractorthe County. Nothing contained herein The Operating Agency shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable indemnify and hold the County harmless with respect to the Work to contain provisions which require the Subcontractor to provide activities of each and every subcontractor in the same insurance coverage manner and to the same degree as is if such Subcontractor(s) were the Operating Agency’s employees. The Operating Agency shall remain fully responsible for all performances required of Contractorit under this Contract, including those that the Operating Agency has determined to subcontract, notwithstanding the County’s approval of the Operating Agency’s proposed subcontract. The County’s consent to subcontract shall not waive the County’s right to prior and continuing approval of any and all personnel, including subcontractor employees, providing services under this Contract. The Operating Agency is responsible to notify its subcontractors of this County right. The Commission’s Executive Director or his designee is authorized to act for and on behalf of the County with respect to approval of any subcontract and subcontractor employees. After approval of the subcontract by the Commission, the Operating Agency shall forward a fully executed subcontract to the County for their files. The Operating Agency shall be solely liable and responsible for all payments or other compensation to all subcontractors and their officers, employees, agents, and successors in interest arising through services performed hereunder, notwithstanding the County’s consent to subcontract. The Operating Agency shall obtain and maintain on site certificates of insurance, which establish that the subcontractor maintains all the programs of insurance required by the County from each approved subcontractor. The County may request copies of the certificates and endorsements required herein at any time. Failure by the Operating Agency to comply with the other requirements relating to insurance County’s request may be deemed by the County as are required a material breach of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesthis contract.

Subcontracting. A. Contractor Except with respect to Study Sites, which are addressed in Section 2.2(e) through Section 2.2(g), Licensee shall not subcontract or delegate any of its obligations under this nHCM Supplemental Agreement to an Affiliate or a Third Party (including any CRO or SMO) without Company’s prior written consent (each such approved subcontractor, “Permitted Subcontractor”). Licensee certifies that each potential Permitted Subcontractor or Study Site proposed by Licensee for Company’s consent has never been, and as of the time of such proposal is not, debarred, excluded, convicted or otherwise ineligible as set forth in clauses (a) through (d) of Section 9.4 of the License Agreement or the last sentence of Section 7.2, and shall provide to Company sufficient information for Company to assess the qualifications of any proposed Permitted Subcontractor or Study Site. Without limitation to the remainder of this Section 2.3, Licensee shall [***]. Any subcontract agreement between Licensee or its applicable Affiliate and a Permitted Subcontractor relating to activities conducted under this nHCM Supplemental Agreement shall require Company’s prior written approval. Without limitation to the foregoing, each subcontract agreement shall include provisions requiring the applicable Permitted Subcontractor to comply with all the applicable terms and conditions of this nHCM Supplemental Agreement, the License Agreement and any Ancillary Agreements. Licensee shall be responsible and liable for the compliance of any Permitted Subcontractor or Study Site with the applicable terms and conditions of this nHCM Supplemental Agreement, the License Agreement and any Ancillary Agreements. Any act or omission of such Permitted Subcontractor or Study Site that would be a breach of this nHCM Supplemental Agreement, the License Agreement or any portion Ancillary Agreements if performed by Licensee will be deemed to be a breach by Licensee under this nHCM Supplemental Agreement, the License Agreement or any Ancillary Agreements, as the case may be. Licensee hereby waives any requirement that Company exhaust any right, power or remedy, or proceed against any Permitted Subcontractor or Study Site, for any obligation or performance under this nHCM Supplemental Agreement, the License Agreement or any Ancillary Agreements prior to proceeding directly against Licensee. A list of Permitted Subcontractors as of the performance nHCM Supplemental Agreement Effective Date is set forth in Exhibit 2.3, which list shall be updated promptly upon Company’s written consent to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the any new Permitted Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor (a) The Concessionaire may enter into Subcontracts to perform any part of its scope of work during the O&M Period, with the prior written consent of BUIDCO. (b) The Concessionaire shall not subcontract all provide a copy of each proposed Subcontract, along with details of the relevant Subcontractor, to BUIDCO for its approval, which should set out the precise scope of work to be subcontracted to such Subcontractor and should be consistent with the terms of this Concession Agreement. (c) Within 15 days of receipt of a draft Subcontract under Clause 8.3(b) above, BUIDCO shall notify the Concessionaire of its approval or rejection (along with reasons) of the Subcontractor. (d) The approval of any portion Subcontractor and the corresponding Subcontract by BUIDCO shall be subject to the following conditions: (i) the Subcontractor appointed by the Concessionaire possesses the requisite skill, expertise and capability to perform the relevant obligations of the Concessionaire during the O&M Period; (ii) the Subcontract is on terms consistent with this Concession Agreement; (iii) the Subcontract contains provisions that provide, at BUIDCO's option, for the Subcontract to be novated or assigned to BUIDCO or its nominee without any further consent or the approval from the Concessionaire or the Subcontractor or entitle BUIDCO or its nominee to step into such Subcontract, in substitution of the Concessionaire, if this Concession Agreement is terminated due to a Concessionaire Event of Default. However, the step-in rights of BUIDCO shall always be subject to the substitution rights of the Lenders under this Concession Agreement or the Substitution Agreement; and (iv) the Concessionaire shall be responsible for the supervision and monitoring of the performance of any work or services by the Subcontractors. (e) If BUIDCO does not notify its approval or rejection of any Subcontract to the Concessionaire within 15 days of the receipt of the draft Subcontract, then such Subcontract will be deemed to be rendered hereunder without approved by BUIDCO. (f) Within 7 days of the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed an amendment to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to Subcontract, the satisfaction of Con Edison, Con Edison Concessionaire shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send submit a copy of such subcontract to: Consolidated Edison Company amendment to BUIDCO for its records. (g) If the Concessionaire proposes to novate an approved Subcontract and/or replace an approved Subcontractor, then such novation or replacement shall be with prior approval of New YorkBUIDCO and the process set out in this Clause 8.3 shall apply in such case. (h) Notwithstanding the approval of any Subcontractor by BUIDCO, Inc. 0 Xxxxxx Xxxxx New Yorkthe Concessionaire shall be and remain liable under this Concession Agreement for all work and services subcontracted under this Concession Agreement and for all acts, N.Y. 10003 Attention: Purchasing Department Section Manageromissions or defaults of any Subcontractor. No default under any Subcontract shall excuse the Concessionaire from its obligations or liabilities under this Concession Agreement. All references in this Concession Agreement to any act, Technology default, omission, breach or negligence of the Concessionaire shall be construed to include any such act, default, omission, breach or negligence of the Subcontractors. (i) The Bank has right to access of information and Strategic Initiativesaudit the sub-contractor files with regards to the Concession Agreement.

Subcontracting. A. Any subcontract ad infinitum of this agreement shall express the GENERAL PROVISIONS section of this agreement or incorporate it by reference. Approved as to form and content this 16th day of February, 2022. 1. Contractor shall pay promptly, as due, all persons supplying labor or materials for the prosecution of the work provided for in the contract, and shall be responsible for such payment of all persons supplying such labor or material to any sub- contractor. If contractor fails, neglects or refuses to make prompt payment of any claim for labor or materials furnished to the contractor or a sub-contractor by any person in connection with the contract as such claim becomes due, the owner may pay such claim to the persons furnishing the labor or materials and charge the amount of payment against funds due or to become due contractor by reason of the contract. The payment of a claim in the manner authorized hereby shall not subcontract relieve the contractor or contractor’s surety from contractor’s or surety’s obligation with respect to any unpaid claim. If the owner is unable to determine the validity of any claim for labor or materials furnished, the owner may withhold from any current payment due contractor an amount equal to said claim until its validity is determined and the claim, if valid, is paid. 2. Contractor shall promptly pay all contributions or amounts due the Industrial Accident Fund from such contractor or sub-contractor incurred in the performance of the contract, and shall be responsible that all sums due the State Unemployment Compensation Fund from contractor or any portion sub-contractor in connection with the performance of the performance to contract shall promptly be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Workpaid. 3. Contractor shall not permit any lien or claim to be relieved filed or prosecuted against the owner on account of any obligations hereunder by reason labor or materials furnished and agrees to assume responsibility for satisfaction of any such approved subcontractinglien so filed or prosecuted. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts 4. Contractor and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform sub-contractor shall pay to the satisfaction Department of Con EdisonRevenue all sums withheld from employees pursuant to ORS 316.167. 5. If this contract involves lawn and landscape maintenance, Con Edison contractor shall have the right to rescind its approval salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxxcost effective. 6. Contractor shall cause promptly, as due, make payment to any person, co-partnership, association, or corporation furnishing medical surgical and hospital care or other needed care and attention, incident to sickness or injury, to employees of such contractor, of all subcontracts applicable sums which the contractor agrees to pay for such services and all monies and sums which the contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. 7. Contractor shall employ no person for more than ten (10) hours in any one (1) day, or forty (40) in any one (1) week, except in cases of necessity, emergency or where public policy absolutely requires it. Contractor's employees shall be paid at least time and one-half (1 and 1/2) for all overtime worked in excess of forty (40) hours in any one (1) week, except for individuals under Personal Services Contracts who are excluded under ORS 653.010 to 653.261 or under 29 USC 201 to 209 from receiving overtime. Persons employed by contractor shall receive at least time and one-half (1 and 1/2) pay for work performed on legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1)(b)(B) to (G) and for all time worked in excess of ten (10) hours in any one (1) day or in excess of forty (40) hours in any one (1) week, whichever is greater. 8. The contractor must give notice to employees who work on this contract in writing, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and the days per week that the employees may be required to work. 9. Contractor must give notice to employees, in writing, that they cannot be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of a law, rule, or regulation related to a federal contract or grant. 10. All employers working under the contract are either subject employers who will comply with ORS 656.017 or employers that are exempt under ORS 656.126. 11. The contract may be cancelled at the election of owner for any willful failure on the part of contractor to faithfully perform the contract according to its terms. Xx. Xxxxx Xxxxx, P.E. Public Works Director Tillamook County Public Works RE: Pavement Management Program Update & Re-inspection Services Dear Xxxxx; I have enclosed for your consideration a proposal for the pavement re-inspections of the Tillamook County road network. This is a non-binding cost proposal, mainly for budgeting purposes for the re-inspection of the entire paved road network. It is also based upon re- inspecting the same mileage we took part in during the last inspection cycle in 2020, (275 paved miles). Any new roads that need to be added to the Work database that were paved by the county, or have been newly constructed since the last inspection will be added at no charge up to contain provisions which require 5.0 centerline miles Hopefully the Subcontractor scope of services I have attached in below exhibit, as well as the terms I have included within compensation satisfy your expectations; please contact me at your earliest convenience so we may schedule your project during the upcoming 2022 calendar year. We here at Capitol Asset & Pavement Services Inc. look forward to provide assisting you on this project as you take a very positive step in continuing to monitoring the same insurance coverage as is required health of Contractoryour county road network. You will find no firm in the Northwest that has more experience in county road inspections & analysis than what our staff brings to this project, and comply we look forward to sharing our vast experience with the other requirements you. If you have any questions relating to insurance as are required this document, please feel free to contact either Xxxx or myself. I will be the person managing the re-inspection project, (Xxxx X. Xxxxxx at 503.884-6663 (cell), email at xxxxxxx@xxxxxxxxxxxx.xxx). Xxxx Xxxxxxxx will be handling the software updating and reporting processes, and he can be reached at 503.551- 6891 or at xxxx@xxxxxxxxxxxx.xxx Capitol Asset & Pavement Services Inc. thanks you at this time for allowing us to submit this proposal and look forward to hearing back from you should the scope of Contractor hereunderservices contained in these following exhibit meet with your approval. Sincerely, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxx X Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Senior Project Manager, Technology and Strategic Initiatives

Subcontracting. A. Contractor The term subcontract, as used in this Agreement, shall not subcontract all include any written or oral agreement, license, or other arrangement where another entity undertakes to perform any portion of the performance Services. The term subcontractor, as used in this Agreement, shall include any entity or person offering goods or services in the Park by written or oral agreement, license, or other arrangement with the Concessionaire. The Concessionaire shall be responsible for providing all Services as set forth herein. The Concessionaire may subcontract, as necessary, to be rendered hereunder without perform the express written approval of Con Xxxxxx as Services, provided the Concessionaire gives notice and delivers to the tasks to be subcontracted Department all pertinent information concerning the subcontractor with a copy of the proposed subcontract and obtains the Subcontractor; provided, however, that this limitation shall not apply Department’s written consent thereto prior to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after Concessionaire’s execution of the Contractsubcontract. Once the subcontract is executed by the parties, notify Con Edison the Department shall receive a copy of the subcontract. The Department shall be notified if any changes are made to the subcontract, and shall receive a copy of the revised subcontract with any amendment or modification. Unless otherwise granted by amendment, only the Florida Park Service District Bureau Chief or his or her superior may grant consent to utilize a subcontractor. Consent to use a subcontractor must be in writing writing. The Department reserves the right to withhold its consent to use any proposed subcontract or subcontractor. Failure to obtain pre-approval of any Subcontractor proposed to be employed on the Worka subcontract or subcontractor may result in termination of this Agreement. Contractor The Department shall not be relieved of liable to any obligations hereunder by reason of subcontractor for any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully expenses or liabilities incurred under the subcontract. The Department is not liable to the subcontractor for any expenses or liabilities incurred under the subcontract and is not responsible for the acts and omissions of subcontractor’s performance under the subcontract. The Concessionaire shall include a provision in its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail subcontract that requires the subcontractor to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating terms of this Agreement, and to insurance submit reports in the form required by this Agreement. Failure by any subcontractor to perform or to pay the Concessionaire shall not be grounds for excusing the Concessionaire’s obligations to the Department. The Concessionaire shall be solely responsible for verifying the subcontractors’ reports, for reporting gross sales attributable to all subcontracts, and computing and remitting the monthly fee based on Total Gross Sales, as are required by this Agreement. By execution of Contractor hereundera subcontract between the Concessionaire and subcontractor, includingeach agrees to be bound by the terms of this Agreement, including but not limited to: the requirements of Chapter 119, naming Consolidated Edison Company Florida Statutes; Audit and Minimum Accounting requirements; and the commission on Total Gross Sales, as stated in this Agreement. In the event a subcontractor refuses to comply with the requirements of New Yorkthis Agreement under obligation to the Department, Inc.the Concessionaire is accountable to the Department to remedy the subcontractor’s non-compliance, Orange up to and Rockland Utilitiesincluding termination of subcontractor. If Concessionaire fails to remedy the subcontractor’s non-compliance, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesmay terminate this Agreement.

Subcontracting. A. Contractor must perform all duties contemplated by this Contractor Agreement. None of Contractor’s duties or actions pursuant to this Contractor Agreement may be subcontracted, nor shall not subcontract all this Contractor Agreement be assigned, or any portion subcontracts made by Contractor, without the prior express written authorization of KCDJFS. B. Before subcontracting, Contractor shall disclose in writing to KCDJFS, the individual or entity Contractor proposes to subcontract with along with a brief summary of what work the proposed subcontractor shall be performing. KCDJFS shall have until the fifth (5TH) working day after receiving the disclosure to notify the Contractor (by telephone and written confirmation, e-mail or surface mail) of its approval or disapproval of the performance to be rendered hereunder without the express written approval proposed subcontractor. If KCDJFS disapproves of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provideda proposed subcontractor, however, that this limitation shall Contractor will not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize engage the services of specialty Subcontractors if they are customarily used the proposed subcontractor for work under this Agreement. In the event Contractor does not receive KCDJFS’ approval or disapproval by the end of the fifth (5TH) working day, the proposed subcontractor shall be deemed to be approved. C. All subcontracts shall be in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, same form as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts this Agreement and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform subject to the satisfaction of Con Edisonsame terms, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractorconditions, and comply with the other requirements relating to insurance as are required of Contractor hereundercovenants, including, but not limited to, naming Consolidated Edison Company the direct monitoring and evaluation of New York, Inc., Orange the subcontract by KCDJFS and Rockland Utilities, Inc. and Consolidated Edison, Inc. and other applicable entities. No subcontracts shall in any case release Contractor as additional insuredsfrom liability under this Agreement. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of solely responsible for making direct payment to the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, subcontractor for subcontracted services. D. Contractor shall send be responsible for submitting a copy of each subcontract to KCDJFS within thirty (30) days of the effective date of this Agreement or, if implemented later, within thirty (30) days of contracting with a subcontractor. Contractor and subcontractor agree to make any and all amendments to the subcontract that may be required by KCDJFS. E. Contractors are required to follow all federal, state and local procurement rules regarding the purchase of equipment, subcontracting and program materials, including making efforts to utilize small and minority-owned businesses, women’s business enterprises and labor surplus area firms when they are potential resources for supplies, equipment and services. KCDJFS will provide any reasonably necessary training to the subcontractors regarding such subcontract to: Consolidated Edison Company rules. Procurement rules for Health and Human Services are located in Code of New YorkFederal Regulations 45 CFR 74.41-74.48 and procurement rules for Ohio Job and Family Services are located in Ohio Administrative Code 5101:9-4-07 and 5101:9-4-07. 01. Any subcontracts made by Contractor to a unit of local government, Inc. 0 Xxxxxx Xxxxx New Yorkuniversity, N.Y. 10003 Attention: Purchasing Department Section Managerhospital, Technology other nonprofit, or commercial organization will be made in accordance with 45 CFR 74 or 45 CFR 92.37, as applicable, and Strategic Initiativeswill impose upon any subcontractor(s) the requirements of 45 CFR 74 or 45 CFR Part 92, as applicable, as well as federal, state and local law.

Subcontracting. A. Contractor shall not (a) SITA may subcontract all or delegate to SITA Agents or Access Providers the performance of any portion of the performance Services and, upon written notice to be rendered hereunder without WLP, change its designated SITA Agents or Access Providers that are providing Services at Installation Sites. The Parties hereby acknowledge that upon execution of this Agreement, Equant Network Services Limited (and its Affiliates) (“Equant”), a network services provider which owns or leases network Assets, is SITA’s key subcontractor in the express written approval provision of Con Xxxxxx as SITA Services. Upon request of WLP, SITA shall identify SITA Agents and Access Providers to WLP. With the exception of monopoly providers of Access Lines in a particular geographic area in which Services are provided under the Agreement, and to the tasks extent SITA is reasonably able to reach agreement with the Access Provider in question concerning such non-disclosure agreement, WLP may require the execution by any Access Provider of a non-disclosure agreement with non-disclosure obligations at least as stringent as those set forth in this Agreement, unless otherwise agreed by the Parties. SITA shall cause any Affiliate of SITA or any SITA Agent or Access Provider providing Services to comply with the requirements of this Agreement with respect to such Services, and SITA shall be subcontracted contractually, legally and financially responsible and primarily liable hereunder for the Subcontractor; providedperformance of all obligations, howeverand fulfillment of all terms and conditions with respect to services performed in connection with this Agreement by any Affiliate of SITA or any SITA Agent or Access Provider. For the avoidance of doubt, that this limitation SITA’s use of any Affiliate or SITA Agent or Access Provider to provide Services or Service Components shall not apply increase the Charges for the Services or Service Components except that Access Provider charges may be passed through to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used WLP as expressly set forth in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontractingAttachment RC. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as (b) Each Party shall remain fully responsible for the acts performance of this Agreement in accordance with its terms, including any obligations performed through its Affiliates, subcontractors or agents, and omissions of each Party shall be solely responsible for payments due its Subcontractors subcontractors and their agents and representatives as it is for its own acts and omissionagents. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor Each Party shall cause all subcontracts applicable its subcontractors and agents to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating of this Agreement. Each Party shall be fully responsible for any obligations it elects to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison subcontract or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in delegate to an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesagent.

Subcontracting. A. Contractor shall Seller and Buyer agree that Seller may not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty any Subcontractors if they are customarily used without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Buxxx xas agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the industry on services of the work subcontractedApproved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved Subcontractor, provided Con Xxxxxx has first approved then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Contractor shallBuyer shall have the right, as soon as practicable after execution acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the Contractrelevant equipment due to capacity constraints, notify Con Edison Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in writing Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor proposed to under this Clause 4.2 shall only be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts portion of Seller’s obligations so approved by Buxxx. No subcontract with an Approved Subcontractor shall bind or purport to bind Buyer, but each such subcontract shall contain a provision permitting its assignment to Buyer, Owner or the Lenders upon Buyer’s or Seller’s written request. Seller acknowledges and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison agrees that Buyer shall have the right to rescind consent to and approve the supplier of each major component of equipment comprising the Liquefaction Train System, [***] (each a “Major Component”), and confirms the strategy to use the same Approved Subcontractor identified on Appendix G for each item, as identified by its approval specific Tag Number, for all Liquefaction Trains. To assist Buxxx xn the selection of Major Components, for each potential vendor or supplier of a Major Component, Seller agrees to provide Buyer with access to: (a) the identity of the potential vendor or supplier; (b) the delivery and schedule terms for the Major Component; (c) in the case of the Cold Boxes and heat exchangers, the price negotiated by Seller for such Major Components; and (d) all technical and performance information for each Major Component requested by Buxxx. To the extent a Major Component supplier is changed based on a Buyer directive and, as a result of such change in Major Component supplier, Seller incurs a documented incremental increase in the price of the Major Component or delay in the delivery of the Major Component that adversely affects the Delivery Date, Seller shall be entitled to require a Change Order for an equitable adjustment in the Work subcontracted Contract Price and the Project Schedule for the applicable Liquefaction Train System. To the extent that Seller obtains a discount or reduced purchase price from the supplier of Cold Boxes, Seller agrees to be performed by Contractor pass such discount or by another approved Subcontractor. Nothing contained herein shall create any contractual rights savings on to Buyer through a reduction in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the Contract Price, except to the Work extent such discount or reduced purchase price results from a material change in the terms and conditions between Seller and such supplier of Cold Boxes that is adverse to contain provisions which require Seller. No such discount or material change shall result in a reduction in the quality or capability of performance of the Liquefaction Train System. Seller further acknowledges that it shall notify Buyer before subcontracting with any Major Subcontractor (excluding for the avoidance of doubt any Approved Subcontractor) supplying materials or fabrication services in connection with the performance of this Agreement that is located in Asia. Buyer shall have the right to provide reject any such Major Subcontractor so long as a reasonably comparable subcontractor located outside of Asia is identified as capable of performing the same insurance coverage as is required relevant scope of Contractorsupply, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but in such event Seller shall not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters enter into a subcontract with the Asia-based entity. If Buyer has rejected such proposed Major Subcontractor and the comparable subcontractor located outside of Asia that was identified as capable of performing the relevant scope of supply is not acceptable, in Seller’s reasonable determination, for price, quality or schedule reasons (with Seller having validated for Buyer its determination as to such comparable subcontractor), then, unless such comparable subcontractor is an Approved Subcontractor, Seller shall be entitled to a Subcontractor Change Order for any resulting incremental and documented increase in the Contract Price or adjustment to whom Contractor is subcontracting all or any portion the Project Schedule, in each case as a result of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy Xxxxx’s rejection of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesproposed Major Subcontractor.

Subcontracting. A. Contractor shall not subcontract all 43.1 No performance of duties and obligations under this Contract or any portion of the performance to thereof may be rendered hereunder subcontracted by CONTRACTOR without the express written approval consent of Con Xxxxxx as to DPSS Director. 43.2 Approval of any subcontract of duties and obligations hereunder shall be at the tasks to discretion of the Director, or designee, and shall be subcontracted issued or denied within fifteen (15) business days of receipt of CONTRACTOR'S written request. 43.3 Said subcontracts shall be made in the name of the CONTRACTOR and the Subcontractor; provided, however, that this limitation shall not apply bind nor purport to the purchase bind COUNTY. The making of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing subcontracts hereunder shall not relieve CONTRACTOR of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunderrequirement under this Contract, including, but not limited to, naming Consolidated Edison Company the duty to properly supervise and coordinate the work of New Yorksubcontractors. Unless specifically approved in writing, Inc.approval of the provisions of any subcontract by COUNTY shall not be construed to constitute a determination of the allowability of any cost pursuant to this Contract. CONTRACTOR'S request for approval to enter into a subcontract shall include: A. Description of the services to be provided by the subcontract. B. Identification of the proposed subcontract or an explanation of why and how the proposed subcontractor was selected, Orange including the degree of competition obtained. C. The proposed subcontract amount, together with CONTRACTOR's cost or price analysis thereof. D. A copy of the proposed subcontract. Any later modification or amendment of such subcontract shall be approved in writing by COUNTY before such modification of amendment is effective. 43.4 In the event that consent is given, any subcontracts of duties and Rockland Utilitiesobligations hereunder entered into by the CONTRACTOR shall be subject to the requirements of the California Department of Social Services MPP Section 23-604, Inc. Contract Provisions, which shall apply to contracts and Consolidated Edisonto subcontracts of any tier under such contracts. When CDSS provides COUNTY notices of changes in State regulations, Inc. COUNTY will provide same to CONTRACTOR. 43.5 Anyone, including subcontractor, having access to applicant/participant data at any stage of the Contract must abide by COUNTY's participant confidentiality requirements. This shall include all CalWORKs child care stages. 43.6 In the event COUNTY should consent to the subcontracting of duties and Contractor as additional insuredsobligations hereunder, CONTRACTOR shall include in all subcontracts the following provision: "This Contract is a subcontract under the terms of a prime Contract with the County of Los Angeles. Subcontracts All representations and warranties shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for inure to the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion County of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesLos Angeles."

Subcontracting. A. Contractor shall be entitled to subcontract parts of the Works if and to the extent the following procedure is applied. Prior to entering in contracts with subcontractors Contractor shall inform Company in writing of Contractor´s intention to subcontract giving Company the complete name and address of the proposed subcontractor and the part of the Works to be executed by this subcontractor. The Contractor shall not subcontract all or employ a proposed subcontractor if Company submits to Contractor in writing – and within three working days from being informed of name, address and part of work – an objection to employing the subcontractor and this objection is supported by good cause explained in writing in the objection letter. In case such objection is supported by good cause, Contractor is not entitled to any portion additional remuneration because of the performance employment of a subcontractor other than the one initially proposed. The Parties acknowledge that Company has not objected to employing the subcontractors contained in the list attached as Exhibit 12 List of Subcontractors consented to. Subcontracting does not impact on Contractor’s liability and responsibility under this Agreement. The Contractor remains liable for all acts and omissions of the subcontractors which shall be persons or entities engaged by Contractor for the fulfillment of Contractor´s obligations (Erfüllungsgehilfen des Contractors). The Contractor shall use its best efforts in choosing subcontractors which are competent, capable and qualified to complete the Works to be rendered hereunder without executed by the express written approval of Con Xxxxxx as respective subcontractor properly and in–time. The Contractor explicitly affirms that its employees are paid at least minimum wages. The Contractor moreover affirms only to the tasks to be subcontracted employ subcontractors and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materialsentities providing workers (Verleiher i.S. des Arbeitnehmerüberlassungsgesetzes) which equally compensate their employees by minimum wage. Contractor may utilize will – on demand – provide Company with the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractornecessary documentation that Contractor as well as any subcontractor or entities providing workers have paid and will pay such minimum wage. Contractor shall, simultaneously with signing this Agreement, sign the declaration attached to this Agreement as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed Exhibit 13 Work Force Regulation and shall impose on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide subcontractors at least the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesobligations.

Subcontracting. A. Contractor shall Seller and Buyer agree that Seller may not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty any Subcontractors if they are customarily used without obtaining Buyer’s prior written approval, which approval may not be unreasonably delayed or withheld. As of the Effective Date, Xxxxx has agreed that Seller may, subject to the remaining provisions of this Clause 4.2 and Clause 8.4, utilize the services of the Approved Subcontractors listed in Appendix G (Approved Subcontractors). Seller may only utilize the industry on services of the work subcontractedApproved Subcontractors (a) that satisfy Buyer’s quality requirements and (b) in accordance with the requirements set forth in this Clause 4.2. If Seller is considering utilizing the services of any Subcontractor that is not an Approved Subcontractor, provided Con Xxxxxx has first approved then Seller shall notify Buyer of its proposal for such Subcontractor to become an Approved Subcontractor and furnish to Buyer all information reasonably requested by Buyer with respect to the qualifications of such proposed Subcontractor. Contractor shallBuyer shall have the right, as soon as practicable after execution acting reasonably, to reject any such proposed Subcontractor, and Seller shall not enter into any subcontract with such proposed Subcontractor that is rejected by Buyer. If an Approved Subcontractor, that has been selected to provide or is providing equipment, becomes subject to bankruptcy or insolvency proceedings or is unable, in Seller’s reasonable judgment, to supply all of the Contractrelevant equipment due to capacity constraints, notify Con Edison Seller and Buyer will collaborate to develop a list of three or fewer acceptable Subcontractors to replace or supplement such Approved Subcontractor, and shall amend Appendix G accordingly. If Buyer rejects such proposed Subcontractor and the existing Approved Subcontractors are not acceptable in writing Seller’s reasonable determination for price, quality or schedule reasons, then Seller shall be entitled to a Change Order for any resulting incremental increase in price or delay in the Delivery Date as a result of Buyer’s rejection of such proposed Subcontractor. Approval of any Subcontractor proposed to under this Clause 4.2 shall only be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts portion of Seller’s obligations so approved by Xxxxx. No subcontract with an Approved Subcontractor shall bind or purport to bind Buyer, but each such subcontract shall contain a provision permitting its assignment to Buyer, Owner or the Lenders upon Buyer’s or Seller’s written request. Seller acknowledges and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison agrees that Buyer shall have the right to rescind consent to and approve the supplier of each major component of equipment comprising the Liquefaction Train System, [***] ( each a “Major Component”), and confirms the strategy to use the same Approved Subcontractor identified on Appendix G for each item, as identified by its approval specific Tag Number, for all Liquefaction Trains. To assist Xxxxx in the selection of Major Components, for each potential vendor or supplier of a Major Component, Seller agrees to provide Buyer with access to: (a) the identity of the potential vendor or supplier; (b) the delivery and schedule terms for the Major Component; ( c) in the case of the Cold Boxes and heat exchangers, the price negotiated by Seller for such Major Components; and (d) all technical and performance information for each Major Component requested by Xxxxx. To the extent a Major Component supplier is changed based on a Buyer directive and, as a result of such change in Major Component supplier, Seller incurs a documented incremental increase in the price of the Major Component or delay in the delivery of the Major Component that adversely affects the Delivery Date, Seller shall be entitled to require a Change Order for an equitable adjustment in the Work subcontracted to be performed Contract Price and the Project Schedule for the applicable Liquefaction Train System. To the extent that Seller obtains a discount or reduced purchase price from the supplier of Cold Boxes as referenced against the pricing provided by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the supplier of Cold Boxes with respect to the Work First LTS Purchase Order, Seller agrees to contain provisions which require pass such discount or savings on to Buyer through a reduction in the Contract Price, except to the extent such discount or reduced purchase price results from a material change in the terms and conditions between Seller and such supplier of Cold Boxes that is adverse to Seller. No such discount or material change shall result in a reduction in the quality or capability of performance of the Liquefaction Train System. Seller further acknowledges that it shall notify Buyer before subcontracting with any Major Subcontractor (excluding for the avoidance of doubt any Approved Subcontractor) supplying materials or fabrication services in connection with the performance of this Agreement that is located in Asia. Buyer shall have the right to provide reject any such Major Subcontractor so long as a reasonably comparable subcontractor located outside of Asia is identified as capable of performing the same insurance coverage as is required relevant scope of Contractorsupply, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but in such event Seller shall not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters enter into a subcontract with the Asia-based entity. If Buyer has rejected such proposed Major Subcontractor and the comparable subcontractor located outside of Asia that was identified as capable of performing the relevant scope of supply is not acceptable, in Seller’s reasonable determination, for price, quality or schedule reasons (with Seller having validated for Buyer its determination as to such comparable subcontractor), then, unless such comparable subcontractor is an Approved Subcontractor, Seller shall be entitled to a Subcontractor Change Order for any resulting incremental and documented increase in the Contract Price or adjustment to whom Contractor is subcontracting all or any portion the Project Schedule, in each case as a result of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy Xxxxx’s rejection of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesproposed Major Subcontractor.

Subcontracting. A. The Contractor shall agrees not to subcontract all or any portion of the performance to be rendered hereunder its services, unless as indicated in its proposal, without the express prior written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materialsDepartment. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor Approval shall not be relieved unreasonably withheld upon receipt of written request to subcontract. The Contractor agrees not to subcontract any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible for the acts and omissions of its Subcontractors management services. The only items that may be subcontracted for purposes of this solicitation are supplies and their agents and representatives as it equipment referenced in Section 2.2.2 of the IFB for this engagement. All subcontracting is for its own acts and omission. Should any approved Subcontractor fail to perform subject to the satisfaction prior written approval of Con Edisonthe Department. If the Contractor determines to subcontract any supplies and equipment, Con Edison shall have the right to rescind its approval subcontractor(s) must be clearly identified and to require the Work subcontracted to nature and extent of the involvement in and/or proposed performance under the Contract must be performed fully explained by the Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require Department. As part of this explanation, the Subcontractor must submit to provide the same insurance coverage Department a completed Vendor Assurance of No Conflict of Interest or Detrimental Effect form, as is required by the Contractor prior to execution of Contractorthis Agreement. The Contractor retains ultimate responsibility for all services performed under the Agreement. All subcontracts shall be in writing and shall contain provisions, which are functionally identical to, and comply with consistent with, the other requirements relating to insurance as are required provisions of Contractor hereunder, this Agreement including, but not limited to, naming Consolidated Edison Company the body of this Agreement, Appendix A – Standard Clauses for New YorkYork State Contracts, Inc.Appendix C – Invitation for Bids (IFB), Orange and Rockland Utilitiesrequired proof of workers compensation and disability insurance. Unless waived in writing by the Department, Inc. all subcontracts between the Contractor and Consolidated Edisonsubcontractors shall expressly name the State, Inc. through the Department, as the sole intended third party beneficiary of such subcontract. The Department reserves the right to review and Contractor approve or reject any subcontract, as additional insureds. Subcontracts well as any amendment to said subcontract(s), and this right shall provide for Contractor not make the same rights Department or the State a party to any subcontract or create any right, claim, or interest in the subcontractor or proposed subcontractor against the Subcontractor as Con Edison or O&R has hereunder against Department. The Department reserves the right, at any time during the term of the Agreement, to verify that the written subcontract between the Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and subcontractors is in an amount exceeding $100,000 compliance with all of the provisions of this Section and any subcontract provisions contained in this Agreement. The Contractor enters into shall give the Department immediate notice in writing of the initiation of any legal action or suit which relates in any way to a subcontract with a Subcontractor to whom Contractor is subcontracting all subcontractor or any portion which may affect the performance of the performance Contractor’s duties under the Agreement. Any subcontract shall not relieve the Contractor in any way of any responsibility, duty and/or obligation of the Agreement. All subcontractors shall be required to complete and submit a Vendor Responsibility Questionnaire for subcontracts valued at $100,000 or more over the term of the contract, or a Contractor Information Checklist for subcontracts valued at less than $100,000 over the term of the contract, unless the subcontractor is an entity that is exempt from reporting by OSC (exempt entities can be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesfound online at xxxx://xxx.xxx.xxxxx.xx.xx/vendrep/resources_docreq_agency.htm).

Subcontracting. A. 38.1 The Contractor shall not subcontract all or any portion of the performance to be rendered hereunder not, without the express Authority’s prior written approval consent, subcontract any of Con Xxxxxx as its rights and obligations under this Agreement. Where the Authority provides such consent, the Contractor shall demonstrate to the tasks Authority that its Subcontractors are reliable and are able to be subcontracted comply with the obligations under this Agreement. The Contractor shall maintain full details of its Subcontractors (including the services provide and the Subcontractor; provided, however, that this limitation how they are managed) and shall not apply make such details available to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor Authority upon request. 38.2 The Authority’s consent under Clause 38.1 (Subcontracting) shall not be relieved required in relation to the subcontracts identified in Schedule 11 (Notified Subcontractors) and associates of the Contractor and the Notified Subcontractor 38.3 the Authority’s consent to any subcontracting will not relieve the Contractor of its obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, to the Authority under this Agreement and the Contractor shall be as fully responsible to the Authority for the acts and or omissions of its Subcontractors and their agents employees. Any obligation on the Contractor to do, or refrain from doing, any act or thing shall include an obligation upon the Contractor to procure that the Subcontractors and representatives Personnel also do, or refrain from doing, such act or thing. The Contractor shall be deemed to have such knowledge in respect of the Services as it is for held, or ought reasonably to be held, by its own acts Subcontractors. 38.4 In addition, all correctly calculated amounts properly invoiced by a Subcontractor shall be paid by the Contractor in accordance with the payment terms agreed between the Contractor and omission. Should the relevant Subcontractor. 38.5 If the Authority at any approved time reasonably considers that: 38.5.1 a Subcontractor’s performance of its obligations is unsatisfactory; or 38.5.2 the relationship between the Authority and the Subcontractor fail is adversely affecting the relationship between the Authority and the Contractor, 38.6 The Authority may require the Contractor to perform cease using a Subcontractor if the Subcontractor: 38.6.1 is the subject of a Change of Control and the Authority has not previously consented to such Change of Control in relation to the satisfaction relevant Service(s); 38.6.2 commits a material breach of Con Edison, Con Edison shall have its subcontract or causes the right to rescind its approval and to require the Work subcontracted Contractor to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable material Default of this Agreement; 38.6.3 suffers an Insolvency Event; 38.6.4 commits an act of fraud; or 38.6.5 is subject to a recommendation from a Regulatory Authority that they should not be involved in the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic InitiativesServices.

Subcontracting. A. It is the intent of these specifications that the Contractor shall not subcontract all or perform the majority of the Work with Contractor’s own forces and under the management of its own organization. Contractor shall secure CPS Energy’s written approval before subcontracting any portion of the performance to be rendered hereunder without the express Work and shall obtain CPS Energy’s written approval of Con Xxxxxx as to all subcontracts let. No such approval shall relieve the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution from any of the obligations of the Contract with CPS Energy. Contracts with Subcontractors shall contain necessary clauses whereby the Subcontractors shall comply with all provisions of the Contract agreed upon by the Contractor. This shall be inclusive of prevailing wage rates and right-to-audit provisions. The award of such a subcontract by Contractor, approved by CPS Energy, in no manner limits or lessens the full responsibility of Contractor to complete the Work as provided under the terms and conditions of this Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not submit Subcontractor’s details and keep such records and furnish reports and information relative to the Subcontractor as CPS Energy may request. CPS Energy reserves the right to reject any Subcontractor or subcontract. All Subcontractors shall be relieved of directly responsible to the Contractor and shall be under Contractor’s general supervision. Should any obligations hereunder Subcontractor fail to perform in a satisfactory manner the Work undertaken by reason of any such approved subcontracting. B. ContractorSubcontractor, shall, notwithstanding Con Xxxxxx's approval, Subcontractor’s contract shall be immediately terminated by the Contractor upon notice from CPS Energy. The Contractor shall be as fully responsible and accountable to CPS Energy for the acts and omissions of Contractor’s Subcontractors, and of persons either directly or indirectly employed by them, as Contractor is responsible for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edison, Con Edison shall have the right to rescind its approval and to require the Work subcontracted to be performed persons directly employed by Contractor or by another approved SubcontractorContractor. Nothing contained herein in this Contract shall create any contractual rights in relationship between any Subcontractor against Con Xxxxxxand CPS Energy. Said Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor, hold CPS Energy harmless and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison indemnify CPS Energy from any loss or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesdamages resulting from said Subcontractor’s activity.

Subcontracting. A. Contractor Nothing contained in this AGREEMENT or otherwise, shall not subcontract all or create any portion contractual relation between the COUNTY and any Subconsultants, and no sub-agreement shall relieve the CONSULTANT of the performance its responsibilities and obligations hereunder. The CONSULTANT agrees to be rendered hereunder without the express written approval of Con Xxxxxx as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting. B. Contractor, shall, notwithstanding Con Xxxxxx's approval, be as fully responsible to the COUNTY for the acts and omissions of its Subcontractors Subconsultants and their agents and representatives of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the COUNTY's obligation to make payments to the CONSULTANT. B. The CONSULTANT shall perform the work contemplated with resources available within its own acts organization and omission. Should any no portion of the work shall be subcontracted without written authorization by the COUNTY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Subcontractor fail Cost Proposal. C. Any sub-agreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to perform be applicable to Subconsultants unless otherwise noted. D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the satisfaction CONSULTANT by the COUNTY. E. Any substitution of Con EdisonSubconsultants must be approved in writing by the COUNTY Contract Administrator in advance of assigning work to a substitute Subconsultant. F. Prompt Progress Payment CONSULTANT or subconsultant shall pay to any subconsultant, Con Edison shall have not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the right to rescind its approval and to require respective amounts allowed CONSULTANT on account of the Work subcontracted to be work performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable the subconsultants, to the Work to contain provisions which require extent of each subconsultant’s interest therein. In the Subcontractor to provide the same insurance coverage as event that there is required of Contractor, and comply with the other requirements relating to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting good faith dispute over all or any portion of the performance to be rendered hereunder amount due on a costprogress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made. In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-plus DBE subconsultants. G. Prompt Payment of Withheld Funds to Subconsultants No retainage will be held by the COUNTY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or T&M basis postponement of payment may take place only for good cause and with the COUNTY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in an amount exceeding $5,000Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, immediately after Contractor enters into such subcontractadministrative, Contractor or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants. Any violation of these provisions shall send subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a copy of such dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract to: Consolidated Edison Company of New Yorkperformance, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesor noncompliance by a subconsultant.

Subcontracting. A. Contractor Vendor shall not subcontract all perform or any portion provide the Services through its Affiliates or subcontractors without the prior written consent of the performance to be rendered hereunder without the express written approval of Con Xxxxxx Customer Project Manager or other appropriate Customer project executive as to the tasks selection of the subcontract, which consent may be withheld, delayed, conditioned, or granted by Customer in its sole discretion. Any such consent shall be contingent on the execution by such subcontractor(s) of a confidentiality agreement with Customer before providing any Services to Vendor or Customer. Vendor shall ensure that each such subcontractor has obtained and maintains all licenses, consents and other authorizations required in connection with the Services for which such subcontractor is responsible. Any subcontractor agreement will contain materially the same terms and conditions as this Agreement, to the extent such terms and conditions are relevant to the Services to be subcontracted and provided by the Subcontractor; providedsubcontractor (including, howeverwithout limitation, that this limitation shall not apply a restriction on the subcontractor’s right to further subcontract its obligations without Customer’s prior written consent) Prior to amending, modifying, or otherwise supplementing any subcontract relating to the purchase Services that requires Customer’s approval (including without limitation any subcontractors that have access to Customer information) and that affects Customer, Vendor must notify Customer of standard commercial supplies or raw materials. Contractor may utilize the services of specialty Subcontractors if they are customarily used in the industry on the work subcontracted, provided Con Xxxxxx has first approved the proposed Subcontractoramendment, modification or supplement and must obtain Customer’s approval. Contractor shall, as soon as practicable after execution of the Contract, notify Con Edison in writing of any Subcontractor proposed to be employed on the Work. Contractor In no event shall not Vendor be relieved of any its obligations hereunder by reason under this Agreement as a result of its use of any subcontractors. Vendor shall supervise the activities and performance of each subcontractor and shall liable hereunder for any act or failure to act by such approved subcontracting. B. Contractorsubcontractor as if performed by Vendor under this Agreement. Upon receipt of a written request by Customer, shallVendor shall take all necessary actions to remedy the performance or conduct of such subcontractor(s) or replace such subcontractor(s) by another third party or by Vendor Personnel, notwithstanding Con Xxxxxx's approvalas reasonably requested by Customer. Vendor shall be responsible for, be as fully responsible and pay, all amounts due to or owed to its subcontractors. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS Upon expiration or termination of a third party supplier who licenses products or technology (but not people or services) to Vendor for the acts and omissions of its Subcontractors and their agents and representatives as it is for its own acts and omission. Should any approved Subcontractor fail to perform to the satisfaction of Con Edisonreason, Con Edison , Customer shall have the right to rescind its approval and to require the Work subcontracted to be performed enter into direct agreements with any such entity utilized by Contractor or by another approved SubcontractorVendor. Nothing contained herein shall create any contractual rights in any Subcontractor against Con Xxxxxx. Contractor shall cause all subcontracts applicable to the Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of ContractorVendor represents, warrants, and comply covenants to Customer that its arrangements with such entity shall not prohibit or restrict such entity from entering into direct agreements with Customer. For the other requirements relating avoidance of doubt, this section does not affect the parties’ non-solicitation obligations with respect to insurance as are required of Contractor hereunder, including, but not limited to, naming Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc. and Consolidated Edison, Inc. and Contractor as additional insureds. Subcontracts shall provide for Contractor the same rights against the Subcontractor as Con Edison or O&R has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of Con Edison and O&R. C. If the Contract is on a cost-plus or T&M basis and is in an amount exceeding $100,000 and Contractor enters into a subcontract with a Subcontractor to whom Contractor is subcontracting all or any portion of the performance to be rendered hereunder on a cost-plus or T&M basis in an amount exceeding $5,000, immediately after Contractor enters into such subcontract, Contractor shall send a copy of such subcontract to: Consolidated Edison Company of New York, Inc. 0 Xxxxxx Xxxxx New York, N.Y. 10003 Attention: Purchasing Department Section Manager, Technology and Strategic Initiativesindividual personnel.