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

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 reviewAgreement.

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 the Contract Documentsthis Agreement. (b) A list of approved Substantial Subcontractors and Substantial Vendors as of the date hereofIn each contract, including a brief description of the Work subcontract or purchase order to be performed executed 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 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 effect that Owner will not retain have any contractual obligation to or relationship with such proposed Substantial Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor (except to the extent created by an assignment contemplated under this paragraph shall only be for the portion of the Work so approved. Contractor hereby acknowledges and agrees that the reviewAgreement).

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.

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 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 Appended to this EPC 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 as Exhibit K 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 Major Subcontractors. If EPC Contractor is considering the selection of the date hereof, including a brief description Subcontractor not listed in Exhibit K for any portion of the Work to be performed by that would result in such PersonsSubcontractor being considered a Major Subcontractor as defined in this EPC Contract, is attached hereto as Exhibit J. EPC Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall notify Owner of the proposed Major Subcontractor. Owner, acting reasonably, 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 reject any proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company fails to object to any proposed Substantial Subcontractor or Substantial Vendor within such [*****] periodMajor Subcontractor, 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, and EPC Contractor shall not retain 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 proposed Substantial Subcontractor or Substantial Vendorrejection. Approval Owner shall notify EPC Contractor of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be for the portion 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 Work so approved. Contractor hereby acknowledges and agrees that the reviewintent to use such Subcontractor as a Major Subcontractor.

Subcontractors and Vendors. (a) Subject to the terms hereofSection 2.3.2, 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 all Applicable Permits and 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 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 third‑party beneficiary of the Contract Documents. (b) A list of Subcontractors may not in turn assign responsibilities under the subcontract. Vendors may not assign responsibilities under purchase orders. Owner has approved Substantial Subcontractors and Substantial Vendors as the use of the date hereof, including a brief description of the Work to be performed by such Persons, is attached hereto as Exhibit J. Subcontractors identified on Appendix C‑1. Contractor may retain those Substantial Subcontractors or Substantial Vendors which are set forth on Exhibit J. Company shall have the right to approve, notify Owner in advance in writing, each additional Substantial Subcontractor and Substantial Vendor in accordance with the terms hereof. Prior writing prior to retaining any additional Substantial Subcontractors or Substantial VendorsSubcontractor that it expects to pay in excess of ONE HUNDRED THOUSAND DOLLARS ($100,000), Contractor shall notify Company in writing and provide it together with such information as necessary to enable Company to evaluate each such proposed Substantial Subcontractor or Substantial Vendor for a description of the portion of the Work proposed to be performed by it. Within [*****] five (5) Business Days after receipt of such notice and information, Company Owner shall advise Contractor if any the additional proposed Substantial Subcontractor or Substantial Vendor is unacceptable. If Company Owner fails to object to any the additional 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 objects in writing (stating with reasonable detail the basis for such objection) within such [*****] five (5) Business Day period to such the additional proposed Substantial Subcontractor or Substantial VendorSubcontractor, Contractor shall not retain such proposed Substantial Subcontractor. If Contractor disagrees with Owner’s objection, it shall promptly notify Owner. If the selection of a new Subcontractor or Substantial Vendor. Approval of any Substantial Subcontractor or Substantial Vendor under this paragraph shall only be results in costs for the portion of the Work so approvedcompleted by such Subcontractor that exceed both the cost that would have been incurred to the proposed Subcontractor to which Owner objected, and Contractor’s budgeted amount for the portion of the Work covered by the related subcontract, then Contractor shall submit a Change Order in accordance with Section 6.1 before the new Subcontractor is selected and the Parties will follow the procedures applicable to Change Orders. Contractor shall not change or replace any Subcontractor identified on Appendix C‑1 without the prior written approval of Owner, which approval shall not be unreasonably withheld or delayed. Effective as of the Final Acceptance Date, Contractor hereby acknowledges assigns to Owner, and agrees Owner hereby accepts, all of Contractor’s right, title and interest in and to each of the warranties of the Subcontractors, copies of which are set forth in Appendix C‑2, in each case free and clear of any Liens (collectively, the “Assigned Warranties”). 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 shall be in writing and shall require the Subcontractors to comply with Applicable Laws and Applicable Permits, shall provide that Owner has the reviewright of inspection as provided hereunder and require such Subcontractors and Vendors to: Be subject to the labor obligations hereunder as well as the safety and security provisions of the Contract Documents; Provide guarantees and warranties with respect to its portion of the Work and the Equipment on terms substantially similar to those required hereunder, Provide certificates of insurance as set forth herein; and Be subject to the dispute resolution procedures as required herein.