sell or otherwise dispose of or
redeploy such TXUED owned equipment as of the date specified in such notice.
Upon Vendor ceasing to use any such equipment (or, in the case of leased
equipment, upon the last day TXUED is obligated to make such leased equipment
available to Vendor, if earlier), Vendor shall return the same to TXUED and/or
its designee(s) in condition at least as good as the condition thereof on the
applicable Services Agreement Commencement Date, ordinary wear and tear
excepted, provided that such equipment was under the control of Vendor.
8.6
Subcontractors.
(a)
Use of Subcontractors. Except to the extent set forth in subclauses (i) through
(iv) of this Subsection, Vendor shall not subcontract any of its
responsibilities without TXUED's prior approval. TXUED agrees that Vendor may
subcontract in the following instances without TXUED's approval: (i) to the
Subcontractors listed on Schedule D to the applicable Services Agreement (which
Schedule the Parties acknowledge may be updated from time to time upon the
agreement of the Parties); (ii) for any services that are in support of Vendor's
provision of the Services (e.g., janitorial services or catering services) from
a service location; (iii) subcontracts pursuant to which Vendor intends to pay
to the Subcontractor less than one hundred thousand dollars ($100,000) during
any Contract Year; or (iv) any Entity that is a wholly-owned subsidiary of
Vendor (any of the foregoing, a "Permitted Subcontract"). If, however, TXUED
expresses dissatisfaction with the services of a Permitted Subcontractor, Vendor
shall work in good faith to resolve TXUED's concerns on a mutually acceptable
basis. Prior to entering into a subcontract (other than a Permitted Subcontract)
with any person or Entity to provide or perform any part of the Services, Vendor
shall (y) give TXUED reasonable prior notice specifying the components of the
Services affected, the scope of the proposed subcontract, the identity and
qualifications of the proposed Subcontractor, and the reasons for subcontracting
the work in question and (z) obtain TXUED's prior approval of such
Subcontractor.
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AMENDED AND RESTATED
MASTER AGREEMENT
(b)
Shared Subcontractors. Notwithstanding Section 8.6(a), Vendor may, in the
ordinary course of business, subcontract with temporary personnel firms for the
provision of temporary contract labor (collectively, "Shared Subcontractors");
provided, that such Shared Subcontractors possess the training and experience,
competence and skill to perform the work in a skilled and professional and
workmanlike manner. TXUED shall have no approval right with respect to such
Shared Subcontractors. If, however, TXUED expresses dissatisfaction with the
services of a Shared Subcontractor, Vendor shall work in good faith to resolve
TXUED's concerns on a mutually acceptable basis.
(c)
Vendor Responsibility. For purposes of this Agreement, (i) services, functions
and responsibilities performed or provided by Subcontractors (including their
personnel) shall be deemed Services performed and provided by Vendor,
(ii) references to Vendor shall include such Subcontractors (including for
purposes of compliance with operations, policies, procedures, rules, standards
and the like of TXUED and the indemnities under this Agreement), (iii) Vendor
shall be