Common use of Construction Manager Staff Clause in Contracts

Construction Manager Staff. The Construction Manager has been selected to perform the work herein because of the skills and expertise of Key Personnel. The Construction Manager agrees that the Key Personnel listed in Exhibit F will be the personnel associated with the Project. The Construction Manager must not change any of the Key Personnel listed in Exhibit F without prior written approval by the Judicial Council, unless any Key Personnel ceases to be employed by Construction Manager. In either case, the Judicial Council will be allowed to interview and approve replacement personnel. If any designated lead or Key Personnel, including employees and Subcontractors, fails to perform to the satisfaction of the Judicial Council, then upon written Notice, the Construction Manager must immediately remove that person from the Project and provide a temporary replacement. Construction Manager must within fifteen (15) days provide a permanent replacement person, employee, or Subconsultant employee acceptable to the Judicial Council. All lead or Key Personnel for any Subconsultant must also be designated by the Consultant. The Construction Manager is responsible for all costs associated with replacing any Key Personnel, including, without limitation, all additional costs to familiarize replacement Key Personnel with the Work. If the Construction Manager does not furnish replacement Key Personnel acceptable to the Judicial Council, Judicial Council may, in its discretion, terminate Construction Manager for cause. Construction Manager represents that the Construction Manager has no existing interest and will not acquire any interest, direct or indirect, that could conflict in any manner or degree with the performance of Services required under this Agreement and that no person having any conflict of interest will be employed by Construction Manager. If the Judicial Council determines that the Construction Manager has or had a conflict in any manner or degree with the performance of the Services, Judicial Council may, in its discretion, terminate Construction Manager for cause. Construction Manager shall contract for, at Construction Manager’s expense, Subconsultants, to the extent deemed necessary for performance of the Services. Nothing in this Agreement shall create any contractual relationship between the Judicial Council and any Subconsultants employed by the Construction Manager under terms of this Agreement. If the Construction Manager assigns persons (whether employees, independent contractors, Subconsultants or agents to perform Work under this Agreement that requires that the person have access to the systems (whether on-site or by remote access)) or premises of the Judicial Council or other Judicial Branch entities, the Judicial Council has the right, but not the obligation, to conduct a background check or to require the Construction Manager to conduct a background check, as permitted by law, on that person(s) before the Judicial Council will grant to that person(s) access to the Judicial Council’s or other judicial branch entities’ premises or systems. The Construction Manager will cooperate with the Judicial Council in performing that background check and will promptly notify the Judicial Council of any person refusing to undergo a background check and will reassign that person to perform other services. The Construction Manager must obtain all releases, waivers, or permissions required for the release of that information to the Judicial Council. Costs incident to background checks are the sole responsibility of the Construction Manager. EMPLOYMENT STATUS Construction Manager will, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow Judicial Council to exercise discretion or control over the professional manner in which the Construction Manager performs the Services which are the subject matter of this Agreement; provided, however, that the Services provided by Construction Manager must always be provided in a manner consistent with all applicable standards and regulations governing those Services. Construction Manager understands and agrees that the Construction Manager’s personnel and Subconsultants are not and will not be eligible for membership in or any benefits from any Judicial Council group plan for hospital, surgical or medical insurance or for membership in any Judicial Council retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a Judicial Council employee. The Construction Manager shall pay, when due, all applicable income taxes, including estimated taxes, incurred Construction Manager a result of the compensation paid by the Judicial Council to the Construction Manager for the Services. The State is exempt from federal excise taxes and no payment will be made for any taxes levied on the Construction Manager’s or any Subconsultants’ employees’ wages. To the furthest extent permitted by law, the Construction Manager agrees to indemnify, defend, and hold the Judicial Council harmless for any claims, costs, losses, fees, penalties, interest or damages (including attorney fees and costs) suffered by the Judicial Council in any way related to the Construction Manager’s failure to comply with this provision. The Judicial Council may offset any taxes paid by the Judicial Council as a result of the Construction Manager’s breach of this provision against any amounts owed Construction Manager. If applicable, Construction Manager shall provide a written, executed document indicating whether Construction Manager is listed on either or both of the State of California Franchise Tax Board’s “Top 500 Delinquent Taxpayers” (available at xxxxx://xxx.xxx.xx.xxx/about-ftb/newsroom/top-500-past-duebalances/corporate-income-tax-list.html) or the California Department of Tax and Fee Administration’s “Top 500 Sales & Use Tax Delinquencies in California” (available at xxxxx://xxx.xxxxx.xx.xxx/taxes-and-fees/top500.htm). Should Judicial Council, in its discretion, or a relevant taxing authority (e.g., the Internal Revenue Service, the State Employment Development Department, etc.) determine that Construction Manager is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement will be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Construction Manager which can be applied against this liability). Judicial Council will then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past Services performed by Construction Manager for Judicial Council, upon notification of that fact by Judicial Council, Construction Manager must promptly remit the amount due or arrange with Judicial Council to have the amount due withheld from future payments to Construction Manager under this Agreement (and offsetting any amounts already paid by Construction Manager which can be applied as a credit against that liability).

Construction Manager Staff. The Construction Manager has been selected to perform the work herein because of the skills and expertise of Key Personnel. The Construction Manager agrees that the Key Personnel listed in Exhibit F will be the personnel associated with the Project. The Construction Manager must not change any of the Key Personnel listed in Exhibit F without prior written approval by the Judicial Council, unless any Key Personnel ceases to be employed by Construction Manager. In either case, the Judicial Council will be allowed to interview and approve replacement personnel. If any designated lead or Key Personnel, including employees and Subcontractors, fails to perform to the satisfaction of the Judicial Council, then upon written Notice, the Construction Manager must immediately remove that person from the Project and provide a temporary replacement. Construction Manager must within fifteen (15) days provide a permanent replacement person, employee, or Subconsultant employee acceptable to the Judicial Council. All lead or Key Personnel for any Subconsultant must also be designated by the Consultant. The Construction Manager is responsible for all costs associated with replacing any Key Personnel, including, without limitation, all additional costs to familiarize replacement Key Personnel with the Work. If the Construction Manager does not furnish replacement Key Personnel acceptable to the Judicial Council, Judicial Council may, in its discretion, terminate Construction Manager for cause. Construction Manager represents that the Construction Manager has no existing interest and will not acquire any interest, direct or indirect, that could conflict in any manner or degree with the performance of Services required under this Agreement and that no person having any conflict of interest will be employed by Construction Manager. If the Judicial Council determines that the Construction Manager has or had a conflict in any manner or degree with the performance of the Services, Judicial Council may, in its discretion, terminate Construction Manager for cause. Construction Manager shall contract for, at Construction Manager’s expense, Subconsultants, to the extent deemed necessary for performance of the Services. Nothing in this Agreement shall create any contractual relationship between the Judicial Council and any Subconsultants employed by the Construction Manager under terms of this Agreement. If the Construction Manager assigns persons (whether employees, independent contractors, Subconsultants or agents to perform Work under this Agreement that requires that the person have access to the systems (whether on-site or by remote access)) or premises of the Judicial Council or other Judicial Branch entities, the Judicial Council has the right, but not the obligation, to conduct a background check or to require the Construction Manager to conduct a background check, as permitted by law, on that person(s) before the Judicial Council will grant to that person(s) access to the Judicial Council’s or other judicial branch entities’ premises or systems. The Construction Manager will cooperate with the Judicial Council in performing that background check and will promptly notify the Judicial Council of any person refusing to undergo a background check and will reassign that person to perform other services. The Construction Manager must obtain all releases, waivers, or permissions required for the release of that information to the Judicial Council. Costs incident to background checks are the sole responsibility of the Construction Manager. EMPLOYMENT STATUS Construction Manager will, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow Judicial Council to exercise discretion or control over the professional manner in which the Construction Manager performs the Services which are the subject matter of this Agreement; provided, however, that the Services provided by Construction Manager must always be provided in a manner consistent with all applicable standards and regulations governing those Services. Construction Manager understands and agrees that the Construction Manager’s personnel and Subconsultants are not and will not be eligible for membership in in, or any benefits from from, any Judicial Council group plan for hospital, surgical or medical insurance or for membership in any Judicial Council retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a Judicial Council employee. The Construction Manager shall pay, when due, all applicable income taxes, including estimated taxes, incurred Construction Manager a result of the compensation paid by the Judicial Council to the Construction Manager for the Services. The State is exempt from federal excise taxes and no payment will be made for any taxes levied on the Construction Manager’s or any Subconsultants’ employees’ wages. To the furthest extent permitted by law, the Construction Manager agrees to indemnify, defend, and hold the Judicial Council harmless for any claims, costs, losses, fees, penalties, interest or damages (including attorney fees and costs) suffered by the Judicial Council in any way related to the Construction Manager’s failure to comply with this provision. The Judicial Council may offset any taxes paid by the Judicial Council as a result of the Construction Manager’s breach of this provision against any amounts owed Construction Manager. If applicable, Construction Manager shall provide a written, executed document indicating whether Construction Manager is listed on either or both of the State of California Franchise Tax Board’s “Top 500 Delinquent Taxpayers” (available at xxxxx://xxx.xxx.xx.xxx/about-ftb/newsroom/top-500-past-duebalances/corporate-income-tax-list.html) or the California Department of Tax and Fee Administration’s “Top 500 Sales & Use Tax Delinquencies in California” (available at xxxxx://xxx.xxxxx.xx.xxx/taxes-and-fees/top500.htm). Should Judicial Council, in its discretion, or a relevant taxing authority (e.g., the Internal Revenue Service, the State Employment Development Department, etc.) determine that Construction Manager is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement will be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Construction Manager which can be applied against this liability). Judicial Council will then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past Services performed by Construction Manager for Judicial Council, upon notification of that fact by Judicial Council, Construction Manager must promptly remit the amount due or arrange with Judicial Council to have the amount due withheld from future payments to Construction Manager under this Agreement (and offsetting any amounts already paid by Construction Manager which can be applied as a credit against that liability).