Subcontracts with Affiliates. The Advisor may subcontract with an Affiliate for a portion of the services and duties to be performed under this Agreement without obtaining the approval of the Directors to the extent such services or duties are primarily administrative in nature. The Advisor may further subcontract any rights to receive fees or other payments for such services or duties under this Agreement without obtaining the approval of the Directors.
Subcontracts with Affiliates. 7.6.1 DB Contractor shall have the right to have Work and services performed by Affiliates only under the following terms and conditions:
(a) DB Contractor shall execute a written Subcontract with the Affiliate;
(b) The Subcontract shall comply with all applicable provisions of this Section 7, be consistent with Good Industry Practice, and be in form and substance substantially similar to Subcontracts then being used by DB Contractor or Affiliates for similar Work or services with unaffiliated Subcontractors;
(c) The Subcontract shall set forth the scope of Work and services and all the pricing, terms and conditions respecting the scope of Work and services;
(d) The pricing, scheduling and other terms and conditions of the Subcontract shall be no less favorable to DB Contractor than those that DB Contractor could reasonably obtain in an arms’ length, competitive transaction with an unaffiliated Subcontractor. DB Contractor shall bear the burden of proving that the same are no less favorable to DB Contractor; and
(e) No Affiliate shall be engaged to perform any Work or services which any Contract Documents or the Project Management Plan or any component part, plan or other documentation thereunder indicates are to be performed by an independent or unaffiliated party. No Affiliate shall be engaged to perform any Work or services which would be inconsistent with Good Industry Practice.
7.6.2 Before entering into a written Subcontract with an Affiliate or any supplement or amendment thereto, DB Contractor shall submit a true and complete copy of the proposed Subcontract to TxDOT for review and comment. TxDOT shall have 20 days after receipt to deliver its comments to DB Contractor.
7.6.3 DB Contractor shall make no payments to Affiliates for work or services in advance of provision of such work or services, except for reasonable mobilization payments or other payments consistent with arm’s length, competitive transactions of similar scope.
Subcontracts with Affiliates. 7.6.1 Developer shall have the right to have Work and services performed by Affiliates only under the following terms and conditions:
(a) Developer shall execute a written Subcontract with the Affiliate;
(b) The Subcontract shall comply with all applicable provisions of this Section 7, be consistent with Good Industry Practice, and be in form and substance substantially similar to Subcontracts then being used by Developer or Affiliates for similar Work or services with unaffiliated Subcontractors;
(c) The Subcontract shall set forth the scope of Work and services and all the pricing, terms and conditions respecting the scope of Work and services;
(d) The pricing, scheduling and other terms and conditions of the Subcontract shall be no less favorable to Developer than those that Developer could reasonably obtain in an arms’ length, competitive transaction with an unaffiliated Subcontractor. Developer shall bear the burden of proving that the same are no less favorable to Developer; and
(e) No Affiliate shall be engaged to perform any Work or services which any Contract Documents or the Project Management Plan or any component part, plan or other documentation thereunder indicates are to be performed by an independent or unaffiliated party. No Affiliate shall be engaged to perform any Work or services which would be inconsistent with Good Industry Practice.
7.6.2 Before entering into a written Subcontract with an Affiliate or any supplement or amendment thereto, Developer shall submit a true and complete copy of the proposed Subcontract to TxDOT for review and comment. TxDOT shall have 20 days after receipt to deliver its comments to Developer.
7.6.3 Developer shall make no payments to Affiliates for work or services in advance of provision of such work or services, except for reasonable mobilization payments or other payments consistent with arm’s length, competitive transactions of similar scope.
Subcontracts with Affiliates. 7.6.1 DB Contractor shall have the right to have Work and services performed by
(a) DB Contractor shall execute a written Subcontract with the Affiliate;
(b) The Subcontract shall comply with all applicable provisions of this Section 7, be consistent with Good Industry Practice, and be in form and substance substantially similar to Subcontracts then being used by DB Contractor or Affiliates for similar Work or services with unaffiliated Subcontractors;
(c) The Subcontract shall set forth the scope of Work and services and all the pricing, terms and conditions respecting the scope of Work and services;
(d) The pricing, scheduling and other terms and conditions of the Subcontract shall be no less favorable to DB Contractor than those that DB Contractor could reasonably obtain in an arms’ length, competitive transaction with an unaffiliated Subcontractor. DB Contractor shall bear the burden of proving that the same are no less favorable to DB Contractor; and
(e) No Affiliate shall be engaged to perform any Work or services which any Contract Documents or the Project Management Plan or any component part, plan or other documentation thereunder indicates are to be performed by an independent or unaffiliated party. No Affiliate shall be engaged to perform any Work or services which would be inconsistent with Good Industry Practice.
7.6.2 Before entering into a written Subcontract with an Affiliate or any
7.6.3 DB Contractor shall make no payments to Affiliates for work or services in
Subcontracts with Affiliates. DB Contractor shall have the right to have Work and services performed by Affiliates only under the following terms and conditions: (a) such Work performed by an Affiliate must be pursuant to a written Subcontract, which written Subcontract must be provided to TxDOT for review and comment before execution; TxDOT will provide any comments to DB Contractor within 20 days after receipt of the proposed Subcontract; (b) the Subcontract shall comply with all applicable provisions of this Section 7, be consistent with Good Industry Practice, and be in form and substance substantially similar to Subcontracts then being used by DB Contractor or Affiliates for similar Work or services with unaffiliated Subcontractors; and (c) the pricing, scheduling and other terms and conditions of the Subcontract shall be no less favorable to DB Contractor than those that DB Contractor could reasonably obtain in an arms’ length, competitive transaction with an unaffiliated Subcontractor. DB Contractor shall bear the burden of proving that the same are no less favorable to DB Contractor.
Subcontracts with Affiliates. The Advisor may subcontract with any Person it deems qualified, including an Affiliate, for a portion of the services and duties to be performed under this Agreement without obtaining the approval of the Directors. In the event of any such delegation or subcontracting by the Advisor of the services or duties to be performed by it under this Agreement, the Advisor shall remain responsible for the completion and performance of all such services and duties. The Advisor may further subcontract or assign any rights to receive fees or other payments for such services or duties under this Agreement, or otherwise direct the Company or the Operating Partnership to pay such fees or other payments to any Person, including an Affiliate, without obtaining the approval of the Directors, and such assignment may be documented by a separate agreement between a Subsidiary that owns title (or intends to acquire title) to a Company Property and such other Person solely with respect to such Company Property; provided, however, any such subcontract, assignment, delegation or separate agreement shall not enlarge the obligations or limit the rights of the Company or Operating Partnership and any applicable Subsidiary (taken together), on the one hand, or the Advisor, on the other hand, under this Agreement. In any such circumstance, this Agreement shall be automatically deemed modified as required to ensure that the Company or Operating Partnership and any applicable Subsidiary (taken together), on the one hand, and the Advisor, on the other hand, are each in no worse a position with respect to all legal and economic rights and obligations as they would have been in the absence of any such subcontract, assignment, delegation or separate agreement. In furtherance of the foregoing, the parties agree to take such additional steps or provide such further assurances as are reasonably necessary to achieve the parties’ intent as described in this paragraph.
Subcontracts with Affiliates. 7.2.7.1 Design-Build Contractor shall have the right to have Work and services performed by Affiliates only under the following terms and conditions:
(a) Design-Build Contractor shall execute a written Subcontract with the Affiliate;
(b) The Subcontract shall comply with all applicable provisions of this Section 7, be consistent with Good Industry Practice, and be in form and substance substantially similar to Subcontracts then being used by Design-Build Contractor or Affiliates for similar Work or services with unaffiliated Subcontractors;
(c) The Subcontract shall set forth the scope of Work and services and all the pricing, terms and conditions respecting the scope of Work and services;
(d) The pricing, scheduling and other terms and conditions of the Subcontract shall be no less favorable to Design-Build Contractor than those that Design-Build Contractor could reasonably obtain in an arms’ length, competitively procured transaction with an unaffiliated Subcontractor. Design-Build Contractor shall bear the burden of proving that the same are no less favorable to Design-Build Contractor; and
(e) No Affiliate shall be engaged to perform any Work or services which any PPA Documents or the Project Management Plan or any component part, plan or other documentation thereunder indicates are to be performed by an independent or unaffiliated party. No Affiliate shall be engaged to perform any Work or services which would be inconsistent with Good Industry Practice or other PPA Document requirements.
Subcontracts with Affiliates. 7.6.1 Developer shall have the right to have Work and services performed by Affiliates only under the following terms and conditions:
(a) Developer shall execute a written Subcontract with the Affiliate;
(b) The Subcontract shall comply with all applicable provisions of this Section 7, be consistent with Good Industry Practice, and be in form and substance substantially similar to Subcontracts then being used by Developer or Affiliates for similar Work or services with unaffiliated Subcontractors;
(c) The Subcontract shall set forth the scope of Work and services and all the pricing, terms and conditions respecting the scope of Work and services; Texas Department of Transportation RFP Addendum #5 Loop 375 – Border Highway West Extension Project 66 Development Agreement March 19, 2014
(d) The pricing, scheduling and other terms and conditions of the Subcontract shall be no less favorable to Developer than those that Developer could reasonably obtain in an arms’ length, competitive transaction with an unaffiliated Subcontractor. Developer shall bear the burden of proving that the same are no less favorable to Developer; and
(e) No Affiliate shall be engaged to perform any Work or services which any Contract Documents or the Project Management Plan or any component part, plan or other documentation thereunder indicates are to be performed by an independent or unaffiliated party. No Affiliate shall be engaged to perform any Work or services which would be inconsistent with Good Industry Practice.
7.6.2 Before entering into a written Subcontract with an Affiliate or any supplement or amendment thereto, Developer shall submit a true and complete copy of the proposed Subcontract to TxDOT for review and comment. TxDOT shall have 20 days after receipt to deliver its comments to Developer.
7.6.3 Developer shall make no payments to Affiliates for work or services in advance of provision of such work or services, except for reasonable mobilization payments or other payments consistent with arm’s length, competitive transactions of similar scope.
Subcontracts with Affiliates. DB Contractor shall have the right to have Work and services performed by Affiliates only under the following terms and conditions: (a) such Work performed by an Affiliate must be pursuant to a Texas Department of Transportation Final RFP Addendum #2 Energy Sector Roadway Repair Project November 5, 2013 27 Design-Build Contract written Subcontract, which written Subcontract must be provided to TxDOT for review and comment before execution; TxDOT will provide any comments to DB Contractor within 20 days after receipt of the proposed Subcontract; (b) the Subcontract shall comply with all applicable provisions of this Section 7, be consistent with Good Industry Practice, and be in form and substance substantially similar to Subcontracts then being used by DB Contractor or Affiliates for similar Work or services with unaffiliated Subcontractors; and (c) the pricing, scheduling and other terms and conditions of the Subcontract shall be no less favorable to DB Contractor than those that DB Contractor could reasonably obtain in an arms’ length, competitive transaction with an unaffiliated Subcontractor. DB Contractor shall bear the burden of proving that the same are no less favorable to DB Contractor.
Subcontracts with Affiliates. The Advisor may subcontract with an Affiliate for all or a portion of the services and duties to be performed under this Agreement without obtaining the approval of the Directors of the Company to the extent such services or duties are primarily administrative in nature. If the services or duties under the subcontract with an Affiliate are not primarily administrative in nature, the Advisor must obtain the approval of the Directors of the Company prior to entering into a subcontract with an Affiliate for all or a portion of the services and duties to be performed under this Agreement. The Advisor may further subcontract any rights to receive fees or other payments for such services or duties under this Agreement without obtaining the approval of the Directors and may direct the Company to make such payments directly to such affiliates. For purposes of this Agreement, it is agreed that CNL Hospitality Corp. is an Affiliate and that the Advisor may subcontract all or any portion of the services and duties to be performed hereunder to CNL Hospitality Corp. and, upon execution and delivery of such a subcontract, CNL Hospitality Corp. will be delegated the authority hereunder to perform such services and will be entitled to receive payments for services under such subcontract directly from the Company. In such instance, CNL Hospitality Corp. shall be deemed a third party beneficiary of this Agreement.
