AMD 1996 Annual Report Download - page 95

superintendent shall act as a Representative of CONTRACTOR, and shall have
complete authority to represent and to act for CONTRACTOR.
2.2.2 APPOINTMENT OF SUPERINTENDENTS REQUIRED BY LAW. CONTRACTOR
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directly or by subcontractor acceptable to COMPANY shall provide a respective
superintendent [Bauleiter] and technical superintendent [Fachbauleiter] as
required by the law applicable to the Site.
2.3 CONSTRUCTION PERSONNEL.
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2.3.1 SUPERVISION OF CONSTRUCTION PERSONNEL. CONTRACTOR shall give
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efficient supervision to the work, using its best skill and attention.
CONTRACTOR shall keep on the Construction Work, during its progress, competent
supervisory personnel. COMPANY shall have the right to approve the assignment
of supervisory personnel to the Project, and COMPANY shall not unreasonably
withhold its approval of any such assignment.
2.3.2 CONTRACTOR'S RESPONSIBILITY FOR PERSONNEL. CONTRACTOR shall be
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responsible to COMPANY for CONTRACTOR'S employees and for the subcontractors,
vendors and other persons retained by CONTRACTOR, including their agents,
subcontractors and employees. CONTRACTOR shall replace any officer, employee or
agent of CONTRACTOR, or any officer, employee or agent of any subcontractor or
vendor, assigned to the Project upon COMPANY'S reasonable request. CONTRACTOR
shall remove any individual from the Project when requested to do so by
COMPANY'S Representative. CONTRACTOR shall employ in the Construction Work only
competent persons fit and skilled for the work assigned and shall at all times
enforce strict discipline and good order. Whenever any person shall appear to
be incompetent or to act in a disorderly or improper manner, CONTRACTOR shall
immediately or within the shortest reasonable time remove such person from the
Construction Work.
2.4 NO RELATIONSHIP WITH COMPANY. Nothing contained in the Contract shall
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create any obligation or contractual relationship between COMPANY on the one
hand and the architects, engineers, subcontractors, vendors and other persons
retained or employed by CONTRACTOR on the other hand. COMPANY shall not have
any right under this Agreement or the other Contract Documents (defined in
Section 3.1) to direct subcontractors or vendors to take or omit to take any
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action. COMPANY shall deal only with CONTRACTOR, and CONTRACTOR shall be
responsible for determining whether or not any subcontractor or vendor is
required to take or omit to take any action and for determining the nature of
any action that must be taken or omitted by any subcontractor or vendor.
CONTRACTOR shall assure that every subcontractor and vendor is aware of these
limitations on COMPANY. If any provision of the Contract requires any
subcontractor, vendor or other third person to take, or refrain from
taking some action, such provision shall be interpreted to mean that CONTRACTOR
shall cause such third person to take, or refrain from taking, such action.
2.5 COMPANY'S AND CONTRACTOR'S REPRESENTATIVES. CONTRACTOR and COMPANY
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shall each designate in writing one Representative who shall have the full
authority to represent and to act on behalf of, and to make decisions that are
binding on CONTRACTOR or COMPANY, respectively, in all matters arising under the
Contract. COMPANY'S Representative is sometimes referred to herein as
"COMPANY'S PROJECT MANAGER." CONTRACTOR and COMPANY shall each notify the other
of the name of their respective Representative and of any changes in the
individual who holds that position. CONTRACTOR'S and COMPANY'S respective
Representatives shall have the authority to delegate to other individuals all or
part of their full authority (except that COMPANY'S Project Manager may not
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delegate his authority to approve increases or decreases in the Budgeted Cost of
the Work (defined in Section 16.3.1 hereof)). If Contractor's senior Project
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construction superintendent is not Contractor's
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997