Common use of Contractor Staff Clause in Contracts

Contractor Staff. a. Prior to the effective date of this Contract, the Contractor shall have provided to DCYF an organization chart of the Contractor’s Staff, including the names and positions of Staff that will be performing services pursuant to this Contract. The Contractor shall also provide to DCYF job descriptions for the Staff performing services pursuant to this Contract. b. During the term of the Contract, DCYF reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Staff assigned to this Contract, to approve or disapprove any proposed changes in Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, subject to DCYF’s compliance with applicable laws and regulations. Contractor shall provide DCYF with a resume of any member of its Staff or a Subcontractor’s Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services. c. All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this Contract. Contractor understands and agrees that DCYF does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF for any judgments rendered against Contractor, its Subcontractors or agents. e. Due to the confidential nature of the information and Materials which will be accessible to Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checks, or additional sources of information. In addition, the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirements.

Contractor Staff. a. 4.3.1 The personnel identified or described in Contractor’s Proposal must perform the Services provided for the Department under this Contract. Contractor agrees that any personnel substituted during the term of this Contract must be able to conduct the required Work at least to industry standards and be equally or better qualified than the personnel originally assigned. The Department reserves the right to approve Contractor personnel assigned to work under this Contract, and any changes or substitutions to such personnel. Such approval will not be unreasonably withheld. This approval or disapproval will not relieve Contractor to perform and be responsible for its obligations under this Contract. The Department reserves the right to require Contractor personnel replacement. In the event that Contractor personnel become unavailable, it will be Contractor’s responsibility to provide an equally qualified replacement in time to avoid delays to the work plan. 4.3.2 Prior to the effective date of this ContractEffective Date, Contractor must provide the Contractor shall have provided to DCYF Department an organization chart of the Contractor’s Staff, including names of Key Personnel for the names Project and positions of Staff that will be performing services pursuant to this Contractduring Maintenance. The Contractor shall must also provide to DCYF the Department job descriptions for Key Personnel positions. 4.3.3 Except in the Staff performing services case of a leave of absence, sickness, death, promotion, or termination of employment, Key Personnel must not be changed during the Project from the people who were described in the Response without the prior written approval of the Department until completion of their assigned tasks, as described in the Work Plan, or Acceptance of the Module if such tasks are not so described in the Work Plan. Such changes to Key Personnel as permitted herein may be made pursuant to this Contractwritten letters that are approved by the Department. b. 4.3.4 During the term of the Contract, DCYF the Department reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Staff Key Personnel assigned to this Contract, to approve or disapprove any proposed changes in StaffKey Personnel, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, the Department subject to DCYFthe Department’s compliance with applicable laws and regulationslaws. Contractor shall must provide DCYF the Department with a resume of any member of its Staff Key Personnel or a Subcontractor’s Staff Key Personnel assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services, for approval by the State Contract Manager. c. 4.3.5 All Staff proposed by Contractor as replacements for other Staff shall Key Personnel must have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. 4.3.6 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this ContractStaff. Contractor understands and agrees that DCYF the Department does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agentsStaff. Contractor agrees that it has no right to indemnification or contribution from DCYF the Department for any judgments rendered against Contractor, its Subcontractors or agentsother Staff. e. Due to 4.3.7 Contractor agrees that any claim on behalf of any person arising out of employment or alleged employment by Contractor (including, claims of discrimination against Contractor, its officers, or its agents) are the confidential nature sole responsibility of Contractor and are not the responsibility of the information Department. Contractor will indemnify, defend and Materials which hold the Department harmless from any and all such claims asserted against the Department. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be accessible entitled to Contractorany compensation, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksrights, or additional sources of information. In additionbenefits from the Department (including tenure rights, the Contractor shall conduct its own reference medical and background checks on Staff hospital care, sick and annual/vacation leave, severance pay, or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirementsretirement benefits).

Contractor Staff. a. 4.4.1 Prior to the effective date of this ContractAgreement Effective Date, the Contractor shall have provided to DCYF an organization chart the Counties names of and resumes for Key Staff for the Contractor’s Staff, including Project and their positions during the names Project and positions of Staff that will be performing services pursuant to this ContractSupport and Maintenance. The Contractor shall also provide to DCYF the Counties job descriptions for the Key Staff performing services pursuant to this Contractpositions. b. 4.4.2 Except in the case of a legally required leave of absence, sickness, death, termination of employment or unpaid leave of absence, Key Staff shall not be changed during the Project from the people who were described in Exhibit F and the Response without the prior written approval of the Counties. During the term of the ContractAgreement, DCYF reserves the Counties reserve the right to approve or disapprove Contractor’s and any Subcontractor’s Key Staff assigned to this ContractAgreement, to approve or disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYFthe Counties, subject to DCYF’s the Counties’ compliance with applicable laws and regulationslaws. Contractor shall provide DCYF the Counties with a resume of any member of its Key Staff or a Subcontractor’s Key Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract Agreement prior to that person commencing to provide any Services. c. 4.4.3 All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. Contractor assumes sole and full responsibility for its acts and the acts of its personnelStaff. Contractor understands and agrees that the Counties do not assume liability for the actions of the Staff. Contractor shall ensure that any transition to new Staff will not affect the schedule Schedule or provision of services Services set forth in this Contract. Contractor understands and agrees that DCYF does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agents. Agreement. 4.4.4 Contractor agrees that it has no right to indemnification any claim on behalf of any person arising out of employment or contribution from DCYF for any judgments rendered alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, its Subcontractors officers, or its agents. e. Due to ) are the confidential nature sole responsibility of Contractor and are not the responsibility of the information Counties. Contractor will indemnify and Materials which hold the Counties harmless from any and all such claims asserted against the Counties. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be accessible entitled to Contractorany compensation, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksrights, or additional sources of information. In additionbenefits from the Counties (including, the Contractor shall conduct its own reference but not limited to, tenure rights, medical and background checks on Staff hospital care, sick and annual/vacation leave, severance pay, or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirementsretirement benefits).

Contractor Staff. a. 4.4.1 Prior to the effective date of this ContractEffective Date, the Contractor shall have provided to DCYF State an organization chart of the Contractor’s Staff, including names of Key Staff for the names Project and positions of Staff that will be performing services pursuant to this Contractduring Maintenance. The Contractor shall also provide to DCYF State job descriptions for the Key Staff performing services pursuant to this Contractpositions. b. 4.4.2 Except in the case of a legally required leave of absence, sickness, death, termination of employment or unpaid leave of absence, Key Staff shall not be changed during the Project from the people who were described in the Response and during Maintenance without the prior written approval of State until completion of their assigned tasks, as described in the Schedule or the end of the Warranty Period for the System if such tasks are not so described in the Schedule. During the term of the Contract, DCYF State reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Key Staff assigned to this Contract, to approve or disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, State subject to DCYFState’s compliance with applicable laws and regulationslaws. Contractor shall provide DCYF State with a resume of any member of its Key Staff or a Subcontractor’s Key Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services. c. 4.4.3 All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. 4.4.4 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule Schedule or provision of services Services set forth in this Contract. Contractor understands and agrees that DCYF State does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, Subcontractors or the Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF State for any judgments rendered against Contractor, its Subcontractors or agents. e. Due to the confidential nature 4.4.5 Contractor agrees that any claim on behalf of the information and Materials which will be accessible to any person arising out of employment or alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksofficers, or additional sources its agents) are the sole responsibility of information. In addition, Contractor and are not the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirementsresponsibility of State. Contractor further agrees will indemnify and hold State harmless from any and all such claims asserted against State. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be entitled to cooperate fully with DCYF in completion of these requirementsany compensation, rights, or benefits from State (including, but not limited to, tenure rights, medical and hospital care, sick and annual/vacation leave, severance pay, or retirement benefits).

Contractor Staff. a. 4.3.1 The personnel identified or described in Contractor’s Proposal must perform the Services provided for the Department under this Contract. Contractor agrees that any personnel substituted during the Term of this Contract must be able to conduct the required Work at least to industry standards and be equally or better qualified than the personnel originally assigned. The Department reserves the right to approve Contractor personnel assigned to work under this Contract, and any changes or substitutions of such personnel. Such approval will not be unreasonably withheld. This approval or disapproval will not relieve Contractor to perform and be responsible for its obligations under this Contract. The Department reserves the right to require Contractor personnel replacement. In the event that Contractor personnel become unavailable, it will be Contractor’s responsibility to provide an equally qualified replacement in time to avoid delays to the Work Plan. 4.3.2 Prior to the effective date of this ContractEffective Date, Contractor must provide the Contractor shall have provided to DCYF Department an organization chart of the Contractor’s Staff, including names of Key Personnel for the names Project and positions of Staff that will be performing services pursuant to this Contractduring Maintenance. The Contractor shall must also provide to DCYF the Department job descriptions for Key Personnel positions. 4.3.3 Except in the Staff performing services case of a leave of absence, sickness, death, promotion, or termination of employment, Key Personnel must not be changed during the Project from the people who were described in the Response without the prior written approval of the Department until completion of their assigned tasks, as described in the Work Plan, or Acceptance of the Module if such tasks are not so described in the Work Plan. Such changes to Key Personnel as permitted herein may be made pursuant to this Contractwritten letters that are approved by the Department. b. 4.3.4 During the term Term of the Contract, DCYF the Department reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Staff Key Personnel assigned to this Contract, to approve or disapprove any proposed changes in StaffKey Personnel, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, the Department subject to DCYFthe Department’s compliance with applicable laws and regulationslaws. Contractor shall must provide DCYF the Department with a resume of any member of its Staff Key Personnel or a Subcontractor’s Staff Key Personnel assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services, for approval by the State Contract Manager. Approval of Staff will not be unreasonably withheld. c. 4.3.5 All Staff proposed by Contractor as replacements for other Staff shall Key Personnel must have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. 4.3.6 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this ContractStaff. Contractor understands and agrees that DCYF the Department does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agentsStaff. Contractor agrees that it has no right to indemnification or contribution from DCYF the Department for any judgments rendered against Contractor, its Subcontractors or agentsother Staff for their actions. e. Due to 4.3.7 Contractor agrees that any claim on behalf of any person arising out of employment or alleged employment by Contractor (including, claims of discrimination against Contractor, its officers, or its agents) are the confidential nature sole responsibility of Contractor and are not the responsibility of the information Department. Contractor will indemnify, defend and Materials which hold the Department harmless from any and all such claims asserted against the Department. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be accessible entitled to Contractorany compensation, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksrights, or additional sources of information. In additionbenefits from the Department (including tenure rights, the Contractor shall conduct its own reference medical and background checks on Staff hospital care, sick and annual/vacation leave, severance pay, or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirementsretirement benefits).

Contractor Staff. a. Prior to the effective date of this ContractEffective Date, the Contractor shall have provided to DCYF AOC an organization chart of the Contractor’s Staff, including names of Key Staff for the names Project and positions of Staff that will be performing services pursuant to this Contractduring Maintenance. The Contractor shall also provide to DCYF AOC job descriptions for Key Staff positions. Key Staff for Contractor shall be at the applicable Site as designated by AOC on a full time basis during the DDI Services unless otherwise directed by AOC. Except in the case of a legally permissible leave of absence, sickness, death, or termination of employment, Key Staff performing services pursuant to this Contract. b. shall not be changed during the Project from the people who were described in the Proposal and during Maintenance without the prior written approval of AOC until completion of their assigned tasks, as described in the Work Plan or the end of the Warranty Period for the System if such tasks are not so described in the Work Plan. During the term of the Contract, DCYF AOC reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Key Staff assigned to this Contract, to approve or disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, AOC subject to DCYFAOC’s compliance with applicable laws and regulationslaws. Contractor shall provide DCYF AOC with a resume of any member of its Key Staff or a Subcontractor’s Staff initially assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services. c. . If any Key Staff is removed or replaced, Contractor will promptly (but in no event more than ten Days in advance) provide Notice to AOC, submit a resume, and obtain approval of the replacement Key Staff member from AOC, prior to his or her beginning work on the Project. Contractor shall temporarily fill the Key Staff position within seven Days of it being vacated and shall fill the position with a permanent fulltime replacement within 45 Days of the removal or departure. All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. Contractor assumes sole and full responsibility for its acts and the acts of its personnelStaff. Contractor shall ensure that any transition to new Staff will not affect the schedule Schedule or provision of services Services set forth in this Contract. Contractor understands and agrees that DCYF AOC does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, Subcontractors or the Contractor’s agentsother Staff. Contractor agrees that it has no right to indemnification or contribution from DCYF AOC for any judgments rendered against Contractor, its Subcontractors or agents. e. Due to the confidential nature other Staff. Contractor agrees that any claim on behalf of the information and Materials which will be accessible to any person arising out of employment or alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksofficers, or additional sources its agents) are the sole responsibility of information. In addition, Contractor and are not the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirementsresponsibility of AOC. Contractor further agrees will indemnify and hold AOC harmless from any and all such claims asserted against AOC. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be entitled to cooperate fully with DCYF in completion of these requirementsany compensation, rights, or benefits from AOC (including, but not limited to, tenure rights, medical and hospital care, sick and annual/vacation leave, severance pay, or retirement benefits).

Contractor Staff. a. 4.4.1 Prior to the effective date of this ContractEffective Date, the Contractor shall have provided to DCYF AOC an organization chart of the Contractor’s Staff, including names of Key Staff for the names Project and positions of Staff that will be performing services pursuant to this Contractduring Maintenance. The Contractor shall also provide to DCYF AOC job descriptions for the Key Staff performing services pursuant to this Contractpositions. b. 4.4.2 Except in the case of a legally required leave of absence, sickness, death, termination of employment or unpaid leave of absence, Key Staff shall not be changed during the Project from the people who were described in the Response and during Maintenance without the prior written approval of AOC until completion of their assigned tasks, as described in the Work Plan or the end of the Warranty Period for the System if such tasks are not so described in the Work Plan. During the term of the Contract, DCYF AOC reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Key Staff assigned to this Contract, to approve or disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, AOC subject to DCYFAOC’s compliance with applicable laws and regulationslaws. Contractor shall provide DCYF AOC with a resume of any member of its Key Staff or a Subcontractor’s Key Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services. c. 4.4.3 All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. 4.4.4 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule Schedule or provision of services Services set forth in this Contract. Contractor understands and agrees that DCYF AOC does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, Subcontractors or the Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF AOC for any judgments rendered against Contractor, its Subcontractors or agents. e. Due to the confidential nature 4.4.5 Contractor agrees that any claim on behalf of the information and Materials which will be accessible to any person arising out of employment or alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksofficers, or additional sources its agents) are the sole responsibility of information. In addition, Contractor and are not the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirementsresponsibility of AOC. Contractor further agrees will indemnify and hold AOC harmless from any and all such claims asserted against AOC. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be entitled to cooperate fully with DCYF in completion of these requirements.any compensation, rights, or benefits from AOC (including, but not limited to, tenure rights, medical and

Contractor Staff. a. Prior (a) Subject to the effective date of this Contractapplicable Law, the Contractor shall have provided Oncor may, in its sole discretion and upon notice to DCYF an organization chart of the Contractor’s Staff, including the names and positions of Staff that will be performing services pursuant to this Contract. The Contractor shall also provide to DCYF job descriptions for the Staff performing services pursuant to this Contract. b. During the term of the Contract, DCYF reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Staff assigned to this Contract, to approve or disapprove any proposed changes in Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, subject to DCYF’s compliance with applicable laws and regulations. Contractor shall provide DCYF with a resume of any member of its the Contractor Staff from Oncor’s account or a Subcontractorany Oncor Facility. Subject to applicable Law, Contractor Staff who have previously been excluded or removed from any Oncor Facility may be brought onto an Oncor Facility only with the prior approval of Oncor. (b) Contractor shall provide Oncor with an accurate list of all personnel on the Contractor Staff at the end of every quarter, including each individual’s name and classification. Contractor shall notify Oncor as soon as possible after dismissing or reassigning any member of the Contractor Staff whose normal work location is at an Oncor Facility. (c) Contractor may not remove from Oncor’s account or otherwise transfer or relocate any Contractor Staff who are actively deployed in providing any Services, are assigned to provide any Services, or proposed that Contractor has committed will be available to Oncor for the provision of Services, in each case without Oncor’s prior approval. (d) Contractor shall be responsible for verifying (i) that Contractor Staff are authorized to work in any location in which they are assigned to provide Services and (ii) that Contractor Staff do not use illegal drugs and are not otherwise disqualified from performing their assigned work under applicable Laws. (e) Contractor agrees to be assigned to any aspect solely responsible for the following in respect of the performance Contractor Staff: (i) all wages and benefits, which shall be at reasonable and appropriate compensation levels; (ii) compliance with all applicable Laws, including health and safety Laws; (iii) employment of this Contract prior only those persons eligible to commencing work under applicable employment and immigration Laws; (iv) any Services. c. All Staff proposed and all employment Taxes and/or other payroll withholding; (v) maintaining health insurance to the extent required by applicable Law; (vi) any claims of third parties for which Contractor as replacements for other Staff shall have comparable or greater skills for performing would be considered vicariously liable; (vii) determination of the activities as hours to be worked and the duties to be performed by the Staff being replaced. The Contractor Staff; and (viii) any expenses or severance amounts or other payments associated with the termination of any Contractor Staff. (f) Contractor agrees that anyone employed by Contractor or a Contractor Agent to fulfill the terms of this Agreement is an employee of Contractor or such Contractor Agent, as applicable, and remains under Contractor’s sole direction and control. (g) Each Party agrees that, insofar as it is permitted by applicable Law, and subject to the indemnities provided in this Agreement, there is no right of subrogation, contribution or indemnification against the other Party for any duty owed by, or any judgment rendered against, the first Party in connection with the first Party’s employees. (h) Contractor shall provide DCYF with written notice use commercially reasonable efforts to keep the turnover rate of any Contractor Staff changes to [*****]. If Oncor believes that the turnover rate of Contractor proposesStaff is excessive and so notifies Contractor, Contractor shall within [*****] after such notification (i) provide Oncor with data concerning Contractor’s turnover rate, (ii) meet with Oncor to discuss the reasons for the turnover rate, (iii) submit a proposal for reducing the turnover rate for Oncor’s review and approval and (iv) agree to a program for reducing the turnover rate, [*****]. The written notice Notwithstanding any transfer or turnover of Contractor Staff, Contractor shall not be effective until fourteen (14) business days from remain obligated to provide the date Services without degradation and in accordance with the terms of the mailingthis Agreement. d. Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this Contract. (i) Contractor understands and agrees that DCYF does not assume liability for the actions it is a business necessity that all senior level employees of the Contractor’sContractor assigned to provide services to Oncor under this Agreement be able to communicate effectively with Oncor, the Oncor’s agents or Oncor’s customers. To satisfy that business necessity, all senior level employees of Contractor who interface or otherwise interact with Oncor, Oncor’s agents or Oncor’s customers are required to speak fluent English. Nothing within this Agreement, however, precludes Contractor’s Subcontractors, employees from speaking in other languages when communicating with each other or the requires all of Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF for any judgments rendered against Contractor, its Subcontractors or agents. e. Due to the confidential nature of the information and Materials which will be accessible to Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff employees to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right fluent in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checks, or additional sources of information. In addition, the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirementsEnglish.

Contractor Staff. a. 4.4.1 Prior to the effective date of this ContractEffective Date, the Contractor shall have provided to DCYF AOC an organization chart of the Contractor’s Staff, including names of Key Staff for the names Project and positions of Staff that will be performing services pursuant to this Contractduring Maintenance. The Contractor shall also provide to DCYF AOC job descriptions for the Key Staff performing services pursuant to this Contractpositions. b. 4.4.2 Except in the case of a legally required leave of absence, sickness, death, termination of employment or unpaid leave of absence, Key Staff shall not be changed during the Project from the people who were described in the Response and during Maintenance without the prior written approval of AOC until completion of their assigned tasks, as described in the Work Plan or the end of the Warranty Period for the System if such tasks are not so described in the Work Plan. During the term of the Contract, DCYF AOC reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Key Staff assigned to this Contract, to approve or disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, AOC subject to DCYFAOC’s compliance with applicable laws and regulationslaws. Contractor shall provide DCYF AOC with a resume of any member of its Key Staff or a Subcontractor’s Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services.a c. 4.4.3 All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. 4.4.4 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule Schedule or provision of services Services set forth in this Contract. Contractor understands and agrees that DCYF AOC does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, Subcontractors or the Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF AOC for any judgments rendered against Contractor, its Subcontractors or agents. e. Due to the confidential nature 4.4.5 Contractor agrees that any claim on behalf of the information and Materials which will be accessible to any person arising out of employment or alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksofficers, or additional sources its agents) are the sole responsibility of information. In addition, Contractor and are not the Contractor shall conduct its own reference and background checks on Staff or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirementsresponsibility of AOC. Contractor further agrees will indemnify and hold AOC harmless from any and all such claims asserted against AOC. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be entitled to cooperate fully with DCYF in completion of these requirementsany compensation, rights, or benefits from AOC (including, but not limited to, tenure rights, medical and hospital care, sick and annual/vacation leave, severance pay, or retirement benefits).

Contractor Staff. a. Prior to 4.3.1 Except in the effective date case of this Contracta leave of absence, sickness, death, or termination of employment, Key Staff shall not be changed during the Contractor shall have provided to DCYF an organization chart Project from the people who were described in the Response and after Cutover of the Contractor’s StaffServices without the prior written approval of DSHS until completion of their assigned tasks, including as described in the names and positions Work Plan or the end of first year of Maintenance for the Services if such tasks are not so described in the Work Plan. Such changes to Key Staff that will as permitted herein may be performing services made pursuant to this Contract. The Contractor shall also provide to DCYF job descriptions for the Staff performing services pursuant to this Contractwritten letters that are approved by DSHS. b. 4.3.2 During the term of the Contract, DCYF DSHS reserves the right to approve submit to Contractor a notice of disapproval or disapprove Contractor’s and any Subcontractor’s Staff assigned to this Contract, to approve or disapprove any proposed changes in Staff, or to require notice requesting the removal or reassignment of any Contractor or Subcontractor Staff assigned to this Contract found unacceptable by DCYFDSHS, subject to DCYFDSHS’s compliance with applicable laws and regulations. Contractor shall provide DCYF DSHS, upon request by DSHS, with a resume of any member of its Staff or a Subcontractor’s Key Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any ServicesContract. c. 4.3.3 All Key Staff proposed by Contractor as replacements for other Key Staff shall have comparable or greater skills for performing the activities as performed by the Key Staff being replaced. The Relay Program Manager proposed by Contractor as a replacement shall provide DCYF with written notice of any Staff changes that have comparable or greater skills for performing the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from activities as the date of the mailingRelay Program Manager being replaced. d. 4.3.4 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this Contract. Contractor understands and agrees that DCYF DSHS does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, Subcontractors or the Contractor’s agents. Contractor agrees that it has no right to indemnification or contribution from DCYF DSHS for any judgments rendered against Contractor, its Subcontractors or agents. e. Due 4.3.5 Contractor agrees that any claim on behalf of any person arising out of employment or alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, its officers, or its agents) are the sole responsibility of Contractor and are not the responsibility of DSHS. Contractor will indemnify and hold DSHS harmless from any and all such claims asserted against DSHS. DSHS agrees to use its best efforts to encourage the confidential nature Office of the information Attorney General of Washington to grant Contractor sole control of the defense and Materials which all related settlement negotiations. If principles of governmental or public law are involved, however, the State may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of Contractor without Contractor’s written consent. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be accessible entitled to Contractorany compensation, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksrights, or additional sources of information. In additionbenefits from DSHS (including, the Contractor shall conduct its own reference but not limited to, tenure rights, medical and background checks on Staff hospital care, sick and annual/vacation leave, severance pay, or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirementsretirement benefits).

Contractor Staff. a. 4.4.1 Prior to the effective date of this ContractExecution Date, the Contractor shall have provided to DCYF an organization chart the Exchange names of and resumes for Key Staff for the Contractor’s Staff, including Project and their positions during the names Project and positions of Staff that will be while performing services pursuant to this ContractServices. The Contractor shall also provide to DCYF the Exchange job descriptions for the Key Staff performing services pursuant to this Contractpositions. b. 4.4.2 Except in the case of a legally required leave of absence, sickness, death, termination of employment or unpaid leave of absence, Key Staff shall not be changed from the people who were described in Exhibit A and the Response without the prior written approval of the Exchange until completion of their assigned tasks, as described in the Work Plan or Go-Live of SHOP if such tasks are not so described in the Work Plan. During the term of the ContractAgreement, DCYF the Exchange reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Key Staff assigned to this ContractAgreement, to approve or disapprove any proposed changes in Key Staff, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYFthe Exchange, subject to DCYFthe Exchange’s compliance with applicable laws and regulationslaws. Contractor shall provide DCYF the Exchange with a resume of any member of its Key Staff or a Subcontractor’s Key Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract Agreement prior to that person commencing to provide any Services. c. 4.4.3 All Staff proposed by Contractor as replacements for other Staff shall have comparable or greater skills skills, as determined by the Exchange, for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. Contractor assumes sole and full responsibility for its acts and the acts of its personnelStaff. Contractor understands and agrees that the Exchange does not assume liability for the actions of the Staff. Contractor shall ensure that any transition to new Staff will not affect the schedule Schedule or provision of services Services set forth in this Contract. Contractor understands and agrees that DCYF does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agents. Agreement. 4.4.4 Contractor agrees that it has no right to indemnification any claims on behalf of any person arising out of employment or contribution from DCYF for any judgments rendered alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, its Subcontractors officers, or its agents. e. Due to ) are the confidential nature sole responsibility of Contractor and are not the responsibility of the information Exchange. Contractor will indemnify, defend and Materials which hold the Exchange harmless from any and all such claims asserted against the Exchange. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be accessible entitled to Contractorany compensation, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksrights, or additional sources of information. In additionbenefits from the Exchange (including, the Contractor shall conduct its own reference but not limited to, tenure rights, medical and background checks on Staff hospital care, sick and annual/vacation leave, severance pay, or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirementsretirement benefits).

Contractor Staff. a. 4.3.1 Prior to the effective date of this ContractEffective Date, the Contractor shall have provided to DCYF DSHS an organization chart of the Contractor’s Staff, including names of Key Personnel for the names Project and positions of Staff that will be performing services pursuant to this Contractduring Operations. The Contractor shall also provide to DCYF DSHS job descriptions for Key Personnel positions. 4.3.2 Except in the Staff performing services case of a leave of absence, sickness, death, or termination of employment, Key Personnel shall not be changed during the Project from the people who were described in the Response without the prior written approval of DSHS until completion of their assigned tasks, as described in the Work Plan, or the end of first year after Acceptance of the Pilot if such tasks are not so described in the Work Plan. Such changes to Key Personnel as permitted herein may be made pursuant to this Contractwritten letters that are approved by DSHS. b. 4.3.3 During the term of the Contract, DCYF DSHS reserves the right to approve or disapprove Contractor’s and any Subcontractor’s Staff Key Personnel assigned to this Contract, to approve or disapprove any proposed changes in StaffKey Personnel, or to require the removal or reassignment of any Contractor or Subcontractor Staff found unacceptable by DCYF, DSHS subject to DCYFDSHS’s compliance with applicable laws and regulationslaws. Contractor shall provide DCYF DSHS with a resume of any member of its Staff Key Personnel or a Subcontractor’s Staff Key Personnel assigned to or proposed to be assigned to any aspect of the performance of this Contract prior to commencing any Services. c. 4.3.4 All Staff proposed by Contractor as replacements for other Staff Key Personnel shall have comparable or greater skills for performing the activities as performed by the Staff being replaced. The Contractor shall provide DCYF with written notice of any Staff changes that the Contractor proposes. The written notice shall not be effective until fourteen (14) business days from the date of the mailing. d. 4.3.5 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor shall ensure that any transition to new Staff will not affect the schedule or provision of services set forth in this ContractStaff. Contractor understands and agrees that DCYF DSHS does not assume liability for the actions of the Contractor’s, the Contractor’s Subcontractors, or the Contractor’s agentsStaff. Contractor agrees that it has no right to indemnification or contribution from DCYF DSHS for any judgments rendered against Contractor, its Subcontractors or agentsother Staff. e. Due 4.3.6 Contractor agrees that any claim on behalf of any person arising out of employment or alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, its officers, or its agents) are the sole responsibility of Contractor and are not the responsibility of DSHS. Contractor will indemnify and hold DSHS harmless from any and all such claims asserted against DSHS. DSHS agrees to use its best efforts to encourage the confidential nature Office of the information Attorney General of Washington to grant Contractor sole control of the defense and Materials which all related settlement negotiations. If principles of governmental or public law are involved, however, the State may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of Contractor without Contractor’s written consent. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be accessible entitled to Contractorany compensation, DCYF shall have the right to conduct reference checks and background checks on the Contractor Staff to be used to provide the services and goods pursuant to this Contract. DCYF reserves the right in its sole discretion to reject any proposed Staff as a result of information produced by such reference checks, background checksrights, or additional sources of information. In additionbenefits from DSHS (including, the Contractor shall conduct its own reference but not limited to, tenure rights, medical and background checks on Staff hospital care, sick and annual/vacation leave, severance pay, or their substitutes to be used to provide the services pursuant to this Contract, subject to Contractor providing to DCYF the questions asked during such checks and other information about the checks as requested by DCYF, and to those questions and this information satisfying DCYF’s requirements. Contractor further agrees to cooperate fully with DCYF in completion of these requirementsretirement benefits).