Common use of Subcontractors and Vendors Clause in Contracts

Subcontractors and Vendors. (a) Subject to the terms hereof, Contractor shall have the right to have any portion of the Work performed by a Subcontractor or Vendor qualified to perform such Work pursuant to written subcontracts or written purchase orders; provided that Contractor shall not be relieved from any liability or obligation under the Contract Documents. Except as otherwise expressly provided in the Contract Documents, Contractor shall be solely responsible for engaging, managing, supervising and paying all such Subcontractors and Vendors. Contractor shall require that all Work performed, and all Equipment provided by Subcontractors and Vendors are received, inspected and otherwise furnished in accordance with the Contract Documents, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contract, subcontract or purchase order with any Subcontractor or Vendor shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documents; and each such contract, subcontract and purchase order must provide that the rights thereunder are assignable to Company or its designees at any time without the prior consent of the applicable Subcontractor or Vendor. No Subcontractor or Vendor is intended to be or shall be deemed a third-party beneficiary of the Contract Documents. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have the right to approve, in advance in writing, each additional Substantial Subcontractor and Substantial Vendor in accordance with the terms hereof. Prior to retaining any additional Substantial Subcontractors or Substantial Vendors, Contractor shall notify Company in writing and provide it with such information as necessary to enable Company to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by it. Within [*****] after receipt of such information, Company shall advise Contractor if any proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the review (c) Contractor shall submit to Company a copy of each purchase order or agreement entered into with a Subcontractor or Vendor. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors to (i) be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, (ii) provide guarantees and warranties with respect to its portion of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions of this Agreement, (B) provide guarantees, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against Contractor.”

Subcontractors and Vendors. (a) Subject 3.7.1. Owner acknowledges that Contractor may use and engage engineers and Subcontractors to perform some or all of its obligations hereunder and agrees that Contractor may do so, and Attachment X sets forth a list of Subcontractors and Vendors pre-approved by Owner and Authority for services or the terms hereofsupply of equipment or materials. Contractor shall not enter into any subcontract or purchase order with any proposed Subcontractor or Major Vendor not already pre-approved pursuant to Attachment X. The list of Subcontractors and Vendors may be amended at the request of Contractor, upon written approval of Owner and Authority. Contractor and Owner agree that approval of Subcontractors and Vendors by Owner or by the Authority or any Local Unit shall not relieve Contractor of any of its obligations, duties or responsibilities hereunder. Upon the request of Owner or Authority Construction Monitor, Contractor shall have provide to Owner reasonable background information regarding the right experience, financial strength, personnel and other background of any proposed Subcontractor and relevant information concerning any proposed Major Vendor. 3.7.2. Notwithstanding the foregoing, Owner may require Contractor to have remove any portion of Subcontractor that Owner reasonably believes is compromising safety at the Work performed by a Subcontractor Site or Vendor qualified is failing to perform such Work pursuant to written subcontracts comply with Applicable Laws or written purchase ordersGovernmental Approvals; provided that Owner has previously given to Contractor Notice of such Subcontractor’s malfeasance and either (i) such malfeasance has continued unremedied for seven (7) days or more after such Notice (or such shorter period as specified in such Notice if required by the Applicable Local Unit or any Governmental Authority), or (ii) such malfeasance represents a repeat occurrence by such Subcontractor and Owner notified Contractor of such prior occurrence. In any event, Contractor shall not remove any such Subcontractor that the Authority Construction Monitor or Applicable Local Unit directs to be relieved from removed due to any liability such malfeasance, any such removal to be in compliance with the directive of the Authority Construction Monitor or obligation under the Contract DocumentsApplicable Local Unit. Except as otherwise expressly provided in the Contract Documents, Contractor shall be solely responsible for engagingthe performance of the Work and for paying each Subcontractor amounts due to such Subcontractor and nothing contained herein shall obligate Owner or Authority to pay any Subcontractor for any of the Work performed by such Subcontractor or taxes related to such Work performed by any such Subcontractor, managingor to reimburse Contractor for Contractor payments to Subcontractors for Taxes. No Subcontractor is intended to be, supervising and paying all nor shall any such Subcontractors and VendorsSubcontractor be deemed to be, a third party beneficiary of this Agreement. Contractor shall require that cause all Work performedSubcontractors to comply with the standards of performance set forth in this Agreement applicable to Contractor. Contractor agrees to cause all Subcontractors to maintain, and comply with, the insurance requirements of Contractor in this Agreement. 3.7.3. Without in any way detracting from Contractor’s representations and warranties and other testing requirements and guarantees set forth herein with respect to all Equipment provided by of the Work, Contractor shall obtain from all Subcontractors and Vendors are receivedany representations, inspected and otherwise furnished in accordance with the Contract Documentswarranties, guarantees, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contract, subcontract or purchase order with any Subcontractor or Vendor shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documents; and each such contract, subcontract and purchase order must provide that the rights thereunder are assignable to Company or its designees at any time without the prior consent of the applicable Subcontractor or Vendor. No Subcontractor or Vendor is intended to be or shall be deemed a third-party beneficiary of the Contract Documents. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed offered by such Persons, is attached hereto as Exhibit J. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have the right to approve, in advance in writing, each additional Substantial Subcontractor and Substantial Vendor in accordance with the terms hereof. Prior to retaining any additional Substantial Subcontractors or Substantial Vendors, Contractor shall notify Company in writing and provide it with such information as necessary to enable Company to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by it. Within [*****] after receipt of such information, Company shall advise Contractor if any proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the review (c) Contractor shall submit to Company a copy of each purchase order or agreement entered into with a Subcontractor or Vendor. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors and use commercially reasonable efforts to (i) negotiate the longest practicable warranty periods at no additional cost with respect to design, materials, workmanship, equipment, tools, supplies, and other items furnished by such Subcontractors and by Major Vendors, which warranties shall be subject to the labor obligations hereunder enforceable by Owner as well as Contractor. To the safety and security provisions extent still in effect at the end of the Contract DocumentsEquipment and Work Warranty Period, (ii) provide Contractor hereby assigns to Owner, effective as of the end of the Equipment and Work Warranty Period for each SGF, all representations, warranties, guarantees and warranties with respect to its portion obligations of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other all Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions of this Agreement, (B) provide guarantees, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder Vendors with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against ContractorSGF.”

Subcontractors and Vendors. (a) Subject to the terms hereof, Contractor shall have the right to have any portion of the Work performed by a Subcontractor or Vendor qualified to perform such Work pursuant to written subcontracts or written purchase orders; provided that Contractor shall not be relieved from any liability or obligation under the Contract Documentsthis Agreement. Except as otherwise expressly provided indicated in the Contract Documentsthis Agreement, Contractor shall be solely responsible for engaging, managing, supervising and paying all such Subcontractors and Vendors. Contractor shall require that all Work performed, and all Equipment provided by Subcontractors and Vendors are received, inspected and otherwise furnished in accordance with the Contract Documentsthis Agreement, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company Owner shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contractcontracts, subcontract or subcontracts and purchase order orders with any Subcontractor or Vendor Subcontractors and Vendors shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documentsthis Agreement; and each all such contractcontracts, subcontract subcontracts and purchase order orders must provide that the rights thereunder are assignable to Company Owner and the Financing Parties or its their designees at any time without the prior consent of the applicable Subcontractor or Vendortime. No Subcontractor or Vendor is intended to be or shall be deemed a third-party beneficiary of the Contract Documentsthis Agreement. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Q. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company Q without further notice to or approval of Owner. Owner shall have the right to approve, approve in advance in writing, each additional Substantial Subcontractor and Substantial Vendor in accordance with the terms hereof. Prior to retaining any additional Substantial Subcontractors or Substantial Vendors, Contractor shall notify Company in writing Owner and provide it with such information as necessary to enable Company Owner to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by it. Within [*****] fifteen (15) days after receipt of such information, Company Owner shall advise Contractor if any proposed Substantial Subcontractor or and Substantial Vendor is unacceptable. If Company Owner fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] fifteen (15) day period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company Owner timely objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the review. (c) The Contractor shall submit to Company Owner a copy of each unpriced purchase order or agreement entered into with a Substantial Subcontractor or VendorSubstantial Vendor for Equipment. Each purchase order or agreement shall show, where applicable, the Vendor’s 's or Subcontractor’s 's name, manufacturer’s or service provider’s 's name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company Owner when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors to (i) be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, (ii) provide guarantees and warranties with respect to its portion of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions of this Agreement, (B) provide guarantees, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against Contractor.”

Subcontractors and Vendors. (a) Subject to the terms hereof, Contractor shall have the right to have any portion of the Work performed by a Subcontractor or Vendor Vendor, including, as applicable, any Substantial Subcontractors and/or Substantial Vendors, subject to paragraph (b) below, qualified to perform such Work pursuant to written subcontracts or written purchase orders; provided that Contractor shall not be relieved from any liability or obligation under the Contract Documentsthis Agreement. Except as otherwise expressly provided indicated in the Contract Documentsthis Agreement, Contractor shall be solely responsible for engaging, managing, supervising and paying all such Subcontractors and Vendors. Contractor shall require that all Work performed, and all Equipment provided by Subcontractors and Vendors are received, inspected and otherwise furnished in accordance with the Contract Documentsthis Agreement, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company Owner shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contractcontracts, subcontract or subcontracts and purchase order orders with any Subcontractor or Vendor Subcontractors and Vendors shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documentsthis Agreement; and each all such contractcontracts, subcontract subcontracts and purchase order must orders shall provide that the rights thereunder are assignable will be assigned to Company or its designees Owner, at any time without Owner’s request, upon the prior consent earliest of (i) the expiration of the applicable Subcontractor Warranty Period, (ii) termination of this Agreement or Vendor(iii) Contractor reaching its limitation of liability pursuant to any provision of Section 18.15. No Except as otherwise specified herein, no Subcontractor or Vendor is intended to be or shall be deemed a third-party beneficiary of this Agreement. In each contract, subcontract or purchase order to be executed by Contractor with a Substantial Subcontractor or Substantial Vendor, Contractor shall use commercially reasonable efforts to include in any such contract, subcontract or purchase order an express statement to the Contract Documentseffect that Owner will not have any contractual obligation to or relationship with such Subcontractor or Vendor (except to the extent created by an assignment contemplated under this Agreement). (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Q. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have Q without further notice to or approval of Owner. In the right to approve, in advance in writing, each additional event no Substantial Subcontractor and or no Substantial Vendor in accordance with listed on Exhibit Q is available to perform the terms hereof. Prior requested duties, Contractor shall be entitled to retaining any request that Owner approve additional Substantial Subcontractors or Substantial VendorsVendors to be included on a revised Exhibit Q. Upon such request, Contractor shall notify Company in writing Owner and provide it with such information as necessary to enable Company Owner to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by itit together with all cost information on a comparative basis required for Owner to fully evaluate the proposed additional Substantial Subcontractor or Substantial Vendor. Within [*****] five (5) Business Days after receipt of such information, Company Owner shall advise Contractor if any proposed Substantial Subcontractor or and Substantial Vendor is unacceptable. If Company Owner fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the review (c) Contractor shall submit to Company a copy of each purchase order or agreement entered into with a Subcontractor or Vendor. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors to (i) be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, (ii) provide guarantees and warranties with respect to its portion of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions of this Agreement, (B) provide guarantees, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against Contractor.”five

Subcontractors and Vendors. (a) Subject to the terms hereof, Contractor shall have the right to have any portion of the Work performed by a Subcontractor or Vendor Vendor, including, as applicable, any Substantial Subcontractors and/or Substantial Vendors, subject to paragraph (b) below, qualified to perform such Work pursuant to written subcontracts or written purchase orders; provided that Contractor shall not be relieved from any liability or obligation under the Contract Documentsthis Agreement. Except as otherwise expressly provided indicated in the Contract Documentsthis Agreement, Contractor shall be solely responsible for engaging, managing, supervising and paying all such Subcontractors and Vendors. Contractor shall require that all Work performed, and all Equipment provided by Subcontractors and Vendors are received, inspected and otherwise furnished in accordance with the Contract Documentsthis Agreement, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company Owner shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contractcontracts, subcontract or subcontracts and purchase order orders with any Subcontractor or Vendor Subcontractors and Vendors shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documentsthis Agreement; and each all such contractcontracts, subcontract subcontracts and purchase order orders must provide that the rights thereunder are assignable to Company Owner and the Financing Parties or its designees at any time without the prior consent of the applicable Subcontractor or Vendortheir designees. No Except as otherwise specified herein, no Subcontractor or Vendor is intended to be or shall be deemed a third-party beneficiary of the Contract Documentsthis Agreement. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Q. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have Q without further notice to or approval of Owner. In the right to approve, in advance in writing, each additional event no Substantial Subcontractor and or no Substantial Vendor in accordance with listed on Exhibit Q is available to perform the terms hereof. Prior requested duties, Contractor shall be entitled to retaining any request that Owner approve additional Substantial Subcontractors or Substantial VendorsVendors to be included on a revised Exhibit Q. Upon such request, Contractor shall notify Company in writing Owner and provide it with such information as necessary to enable Company Owner to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by itit together with all cost information on a comparative basis required for Owner to fully evaluate the proposed additional Substantial Subcontractor or Substantial Vendor. Within [*****] five (5) Business Days after receipt of such information, Company Owner shall advise Contractor if any proposed Substantial Subcontractor or and Substantial Vendor is unacceptable. If Company Owner fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] five (5) Business Day period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company Owner timely objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial VendorVendor and states the basis for its objection, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any such additional Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges approved and agrees that the reviewshall not be deemed an amendment or modification to Exhibit Q. (c) The Contractor shall submit to Company Owner a copy of each unpriced purchase order or agreement entered into with a Substantial Subcontractor or VendorSubstantial Vendor for Equipment. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company Owner when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors to (i) be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, (ii) provide guarantees and warranties with respect to its portion of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions of this Agreement, (B) provide guarantees, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against Contractor.”

Subcontractors and Vendors. (a) 9.1 Subject to the terms hereofrequirements set forth below for Major Subcontractors, EPC Contractor shall have may employ Subcontractors for the right to have any portion performance of portions of the Work performed by a Subcontractor or Vendor qualified to perform such Work pursuant to written subcontracts or written purchase orders; provided that Contractor shall Work, but may not be relieved from any liability or obligation under subcontract the Contract Documentsentire Work. Except as otherwise expressly provided in the Contract Documents, EPC Contractor shall be solely responsible for engagingperformance of all the Work, managingwhether performed by EPC Contractor, supervising its Subcontractors, or Vendors. EPC Contractor shall at all times be responsible for the acts and paying all such omissions of its Subcontractors and Vendors. Contractor shall require that all Work performed, and all Equipment provided by Subcontractors and Vendors are received, inspected and otherwise furnished in accordance with the Contract Documents, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company Owner shall not have undertake any obligation to pay or liability to be responsible for the direct payment of any sums to any Subcontractor or Vendor. Nothing Appended to this EPC Contract as Exhibit K is a list of approved Major Subcontractors. If EPC Contractor is considering the selection of a Subcontractor not listed in Exhibit K for any contractportion of the Work that would result in such Subcontractor being considered a Major Subcontractor as defined in this EPC Contract, EPC Contractor shall notify Owner of the proposed Major Subcontractor. Owner, acting reasonably, shall have the right to reject any proposed Major Subcontractor, and EPC Contractor shall not enter into any subcontract with a proposed Major Subcontractor reasonably rejected by Owner. Any rejection of a Subcontractor as a Major Subcontractor shall not be effective unless accompanied by a reasonably detailed description of the basis for such rejection. Owner shall notify EPC Contractor of any such rejection as soon as reasonably practicable after such decision is made, but in no event more than five (5) Business Days after EPC Contractor has notified Owner of the intent to use such Subcontractor as a Major Subcontractor. 9.2 The approval by Owner of any Subcontractor as a Major Subcontractor shall not (a) constitute any approval of the Work undertaken by any such Person; (b) cause Owner to have any responsibility for the actions, the Work, or purchase order payment of such Person or to be deemed to be in an employer-employee relationship with any Subcontractor such Person; or Vendor shall (c) in any way diminish or relieve EPC Contractor from any duties of its responsibilities and obligations under the Contract Documents; and each such contract, subcontract and purchase order must provide that the rights thereunder are assignable to Company or its designees at this EPC Contract. In no event shall any time without the prior consent of the applicable Subcontractor or Vendor. No Subcontractor or Vendor is intended be deemed to be or shall be deemed a third-party beneficiary of this EPC Contract. EPC Contractor shall use commercially reasonable efforts to cause each subcontract with a Subcontractor of any tier to contain provisions that (i) preserve all the rights of Owner under this EPC Contract Documents. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of to the Work to be performed by under such Personssubcontract, is attached hereto as Exhibit J. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have so that the right to approve, in advance in writing, each additional Substantial Subcontractor and Substantial Vendor subcontracting thereof will not prejudice such rights; (ii) require that such Work (though performed under a subcontract) be performed in accordance with the terms hereof. Prior to retaining any additional Substantial Subcontractors or Substantial Vendors, Contractor shall notify Company in writing and provide it with such information as necessary to enable Company to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion applicable requirements of the Work proposed Contract Documents; (iii) require such Subcontractor to provide and maintain adequate insurance coverage for such subcontracted Work, to the extent applicable, substantially similar to the insurance coverages required to be performed maintained by it. Within EPC Contractor under this EPC Contract, with due consideration given to the scope and nature of the subcontracted Work; and (iv) for subcontracts valued at or above [*****] after receipt ], permit assignment of such information, Company shall advise Contractor if any proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company fails subcontract to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the review (c) Contractor shall submit to Company a copy of each purchase order or agreement entered into with a Subcontractor or Vendor. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors to (i) be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, (ii) provide guarantees and warranties with respect to its portion of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions Owner upon termination of this Agreement, (B) provide guarantees, warranties and remedies with respect EPC Contractor by Owner due to the portion an EPC Contractor Event of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against ContractorDefault.”

Subcontractors and Vendors. Supplier may locate and procure the services of such Subcontractors and Vendors as in Supplier's reasonable judgment may be necessary to complete Supplier's duties and obligations pursuant to this Agreement; provided, however, that, with respect to any Delivery of the relevant Group of Wind Turbines to the Assumed Delivery Point or a Buyer Alternate Delivery Location, Supplier shall not enter into any Major Subcontract with any Subcontractor other than an Approved Major Subcontractor in the applicable capacity, without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Supplier shall provide a list of all Major Subcontractors with a description of each of their scopes of work to Buyer (a) Subject at least _____* days prior to such Subcontractors’ commencement of work at the terms hereofDelivery Point other than a Supplier Alternate Delivery Location and (b) as soon as commercially practical if such Subcontractors are to commence work at a Supplier Alternate Delivery Location. No such engagement shall relieve Supplier of any of its duties, Contractor shall have the right to have any portion of the Work performed by a Subcontractor responsibilities, obligations or Vendor qualified to perform such Work pursuant to written subcontracts or written purchase orders; provided that Contractor shall not be relieved from any liability or obligation under the Contract Documentsliabilities hereunder. Except as otherwise expressly provided in the Contract DocumentsAs between Buyer and Supplier, Contractor Supplier shall be solely responsible for engagingthe acts, managing, supervising and paying all such Subcontractors and Vendors. Contractor shall require that all Work performed, and all Equipment provided by omissions or defaults of its Subcontractors and Vendors are receivedengaged pursuant to this Section 6.9. Nothing in this Agreement shall be construed to impose on Buyer any obligation, inspected liability or duty to a Subcontractor or Vendor engaged pursuant to this Section 6.9, or to create any contractual relationship between any such Subcontractor or Vendor and otherwise furnished Buyer, including any obligation to pay or to see to the payment of any moneys due any such Subcontractor or Vendor. Supplier shall, in accordance with the Contract Documentsterms and conditions of its Subcontracts, and Contractor shall be solely liable for pay or dispute all acts, omissions, liabilities and Work (including Defects therein) charges of such Subcontractors and Vendors. Company shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contract, subcontract or purchase order with any Subcontractor or Vendor shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documents; and each such contract, subcontract and purchase order must provide that the rights thereunder are assignable to Company or its designees at any time without the prior consent of the applicable Subcontractor or VendorSubcontractors. No Subcontractor or Vendor is intended to be or nor shall be deemed a third-third party beneficiary of the Contract Documents. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have the right to approve, in advance in writing, each additional Substantial Subcontractor and Substantial Vendor in accordance with the terms hereof. Prior to retaining any additional Substantial Subcontractors or Substantial Vendors, Contractor shall notify Company in writing and provide it with such information as necessary to enable Company to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by it. Within [*****] after receipt of such information, Company shall advise Contractor if any proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the review (c) Contractor shall submit to Company a copy of each purchase order or agreement entered into with a Subcontractor or Vendor. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors to (i) be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, (ii) provide guarantees and warranties with respect to its portion of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions of this Agreement, (B) provide guarantees, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against Contractor.”

Subcontractors and Vendors. (a) 2.3.1 Subject to the terms hereof, Contractor shall have the right to have any portion of the Work performed by a Subcontractor or Vendor qualified to perform such Work pursuant to written subcontracts or written purchase orders; provided that Contractor shall not be relieved from any liability or obligation under the Contract Documents. Except as otherwise expressly provided in the Contract Documents, Contractor shall be solely responsible for engaging, managing, supervising and paying all such Subcontractors and Vendors. Contractor shall require that all Work performed, and all Equipment provided by Subcontractors and Vendors are received, inspected and otherwise furnished in accordance with the Contract Documents, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company FPL shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contract, subcontract or purchase order with any Subcontractor or Vendor shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documents; and each such contract, subcontract and purchase order must provide that the rights thereunder are assignable to Company FPL and the Financing Parties or its their designees at any time without the prior consent of the applicable Subcontractor or Vendor. No Subcontractor or Vendor is intended to be or shall be deemed a third-party beneficiary of the Contract Documents. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company 2.3.2 FPL shall have the right to approve, in advance in writing, each additional Substantial Subcontractor and Substantial Vendor in accordance with the terms hereof. Prior to retaining any additional Substantial Subcontractors or Substantial Vendors, Contractor shall notify Company FPL in writing and provide it with such information as necessary to enable Company FPL to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by it. Within [*****] fifteen (15) days after receipt of such information, Company FPL shall advise Contractor if any proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company FPL fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] fifteen (15) day period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company FPL objects in writing (stating with reasonable detail the basis for such objection) within such [*****] fifteen (15) day period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the reviewreview and/or acceptance of any subcontract by FPL and the acceptance of the approved Substantial Subcontractors and Substantial Vendors shall not: (i) modify, in any way, the obligations of Contractor pursuant to the Contract Documents; or (ii) be raised as a claim or as a defense or counterclaim to any claim in connection with the Contract Documents. (c) 2.3.3 Contractor shall submit to Company FPL a copy of each purchase order or agreement entered into with a Substantial Subcontractor or VendorSubstantial Vendor for Major Equipment. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Major Equipment ordered, or description of services, as appropriate, and shall be submitted to Company FPL when issued for purchase. For purposes of clarity, it is understood and agreed that no document required to be submitted to FPL pursuant to this Section 2.3.3 shall be required to contain any economic terms, all of which economic terms may be redacted prior to submission to FPL. (d) 2.3.4 Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company FPL has the right of inspection as provided hereunder and require such Subcontractors and Vendors to to: (ia) be Be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, ; (iib) provide Provide guarantees and warranties with respect to its portion of the Work and the Equipment, and , (iiic) provide Provide certificates of insurance as set forth herein; (d) Be subject to the dispute resolution procedures as required herein; and (e) Have such terms and conditions as are reasonably and customarily obtained. All subcontracts and purchase orders shall preserve and protect the rights of CompanyFPL, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and VendorsSubcontractors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject 2.3.5 In addition to the labor obligations hereunder as well as the safety and security provisions of this Agreementrequirements set forth in Section 2.3.4, (B) provide guaranteesabove, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include in each subcontract and purchase order the following language to make Company FPL an express third-party beneficiary of such agreementsubcontract or purchase order: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor [subcontractor] will be incorporated into the energy storage system located at each Sitepower station being developed by [FPL]. As such, the parties expressly agree that Company FPL is a third-third party beneficiary of the purchase order this [Agreement] entitled, in its own namename or in the name of [Contractor], to enforce the purchase order this [Agreement] against Subcontractor without first having to proceed against Contractor[subcontractor].”

Subcontractors and Vendors. (a) Subject 3.7.1. Owner acknowledges that Contractor may use and engage engineers and Subcontractors to perform some or all of its obligations hereunder and agrees that Contractor may do so, and Attachment X sets forth a list of Subcontractors and Vendors pre-approved by Owner and Authority for services or the terms hereofsupply of equipment or materials. Contractor shall not enter into any subcontract or purchase order with any proposed Subcontractor or Major Vendor not already pre-approved pursuant to Attachment X. The list of Subcontractors and Vendors may be amended at the request of Contractor, upon written approval of Owner and Authority. Contractor and Owner agree that approval of Subcontractors and Vendors by Owner or by the Authority or any Local Unit shall not relieve Contractor of any of its obligations, duties or responsibilities hereunder. Upon the request of Owner or Authority Construction Monitor, Contractor shall have provide to Owner reasonable background information regarding the right experience, financial strength, personnel and other background of any proposed Subcontractor and relevant information concerning any proposed Major Vendor. 3.7.2. Notwithstanding the foregoing, Owner may require Contractor to have remove any portion of Subcontractor that Owner reasonably believes is compromising safety at the Work performed by a Subcontractor Site or Vendor qualified is failing to perform such Work pursuant to written subcontracts comply with Applicable Laws or written purchase ordersGovernmental Approvals; provided that Owner has previously given to Contractor Notice of such Subcontractor’s malfeasance and either (i) such malfeasance has continued unremedied for seven (7) days or more after such Notice (or such shorter period as specified in such Notice if required by the Applicable Local Unit or any Governmental Authority), or (ii) such malfeasance represents a repeat occurrence by such Subcontractor and Owner notified Contractor of such prior occurrence. In any event, Contractor shall not remove any such Subcontractor that the Authority Construction Monitor or Applicable Local Unit directs to be relieved from removed due to any liability such malfeasance, any such removal to be in compliance with the directive of the Authority Construction Monitor or obligation under the Contract DocumentsApplicable Local Unit. Except as otherwise expressly provided in the Contract Documents, Contractor shall be solely responsible for engagingthe performance of the Work and for paying each Subcontractor amounts due to such Subcontractor and nothing contained herein shall obligate Owner or Authority to pay any Subcontractor for any of the Work performed by such Subcontractor or taxes related to such Work performed by any such Subcontractor, managingor to reimburse Contractor for Contractor payments to Subcontractors for Taxes. No Subcontractor is intended to be, supervising nor shall any such Subcontractor be deemed to be, a third party beneficiary of this Agreement. Contractor shall cause all Subcontractors to comply with the standards of performance set forth in this Agreement applicable to Contractor. Contractor agrees to cause all Subcontractors to maintain, and paying comply with, the insurance requirements of Contractor in this Agreement. 3.7.3. Without in any way detracting from Contractor’s representations and warranties and other testing requirements and guarantees set forth herein with respect to all of the Work, Contractor shall obtain from all Subcontractors and Vendors any representations, warranties, guarantees, and obligations offered (at no incremental charge) by such Subcontractors and Vendors, which warranties shall be enforceable by Owner as well as Contractor. To the extent still in effect at the end of the Equipment and Work Warranty Period, Contractor shall require that hereby assigns to Owner, effective as of the end of the Equipment and Work Warranty Period for each SGF, all Work performedrepresentations, warranties, guarantees and obligations of all Equipment provided by Subcontractors and Vendors are received, inspected and otherwise furnished in accordance with the Contract Documents, and Contractor shall be solely liable for all acts, omissions, liabilities and Work (including Defects therein) of such Subcontractors and Vendors. Company shall not have any obligation or liability to any Subcontractor or Vendor. Nothing in any contract, subcontract or purchase order with any Subcontractor or Vendor shall in any way diminish or relieve Contractor from any duties and obligations under the Contract Documents; and each such contract, subcontract and purchase order must provide that the rights thereunder are assignable to Company or its designees at any time without the prior consent of the applicable Subcontractor or Vendor. No Subcontractor or Vendor is intended to be or shall be deemed a third-party beneficiary of the Contract Documents. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have the right to approve, in advance in writing, each additional Substantial Subcontractor and Substantial Vendor in accordance with the terms hereof. Prior to retaining any additional Substantial Subcontractors or Substantial Vendors, Contractor shall notify Company in writing and provide it with such information as necessary to enable Company to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed to be performed by it. Within [*****] after receipt of such information, Company shall advise Contractor if any proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] period, Contractor may retain such Substantial Subcontractor or Substantial Vendor for the portion of the Work proposed. If Company objects in writing within such [*****] period to such proposed Substantial Subcontractor or Substantial Vendor, Contractor shall not retain such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the review (c) Contractor shall submit to Company a copy of each purchase order or agreement entered into with a Subcontractor or Vendor. Each purchase order or agreement shall show, where applicable, the Vendor’s or Subcontractor’s name, manufacturer’s or service provider’s name, materials type, model number, size, quantity and lists of the Equipment ordered, or description of services, as appropriate, and shall be submitted to Company when issued for purchase. (d) Each subcontract and purchase order shall require such Subcontractor and Vendor to assume toward Contractor those terms and conditions of contracting which Contractor customarily includes in its subcontracts. At a minimum, all subcontracts and purchase orders shall require the Subcontractors and Vendors to comply with Applicable Laws and Applicable Permits, shall provide that Company has the right of inspection as provided hereunder and require such Subcontractors and Vendors to (i) be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents, (ii) provide guarantees and warranties with respect to its portion of the Work and the Equipment, and (iii) provide certificates of insurance as set forth herein. All subcontracts and purchase orders shall preserve and protect the rights of Company, shall not prejudice such rights and shall require each Subcontractor and Vendor to enter into similar agreements with other Subcontractors and Vendors. (e) Unless otherwise agreed in writing by the Parties, all Work performed by a Subcontractor shall be performed pursuant to a written agreement between Contractor and Subcontractor, which agreement shall (i) require the Subcontractors to comply with Applicable Laws and Applicable Permits, provide that Company has the right of inspection as provided hereunder and require such Subcontractors (A) be subject to the labor obligations hereunder as well as the safety and security provisions of this Agreement, (B) provide guarantees, warranties and remedies with respect to the portion of the Work that are at least as favorable to Company as Contractor’s guarantees, warranties and remedies hereunder with respect to such Work, and (C) provide certificates of insurance substantially the same as required herein; (ii) prohibit each Subcontractor from entering into subcontracts regarding its portion of the Work; (iii) provide a limitation of liability of not less than [*****] of the agreement value; (iv) provide a remedy for breach of any warranties at least as favorable to Company as the remedy for breach of Warranty obligations contained herein; and (v) expressly provide that Company may direct Contractor to assign at any time Contractor’s rights and obligations under such agreement to Company or its designees without the prior written consent of the applicable Subcontractor and shall include the following language to make Company an express third-party beneficiary of such agreement: “The parties hereto agree and acknowledge that the services/work/equipment to be provided hereunder by Subcontractor will be incorporated into the energy storage system located at each Site. As such, the parties expressly agree that Company is a third-party beneficiary of the purchase order entitled, in its own name, to enforce the purchase order against Subcontractor without first having to proceed against ContractorSGF.”