Common use of Key Persons Clause in Contracts

Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's Key Persons identified in Exhibit E. Contractor's Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Contractor employee(s) without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a Key Persons to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key Persons, Agency may interview, review the qualifications of, and approve or reject the proposed replacement(s) for the Key Persons. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable associated with the replacement Key Person’s Services.

Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's Key Persons identified in Exhibit E. D. Contractor's Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Contractor employee(s) without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a Key Persons to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key Persons, Agency may interview, review the qualifications of, and approve or reject the proposed replacement(s) for the Key Persons. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E D deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable associated with the replacement Key Person’s Services.

Key Persons. Contractor Consultant acknowledges and agrees that Agency selected Contractor, Consultant and is entering into this Contract, the WOC because of the special qualifications and experience of Contractor's Consultant’s key personnel (“Key Persons” or “Key Personnel”), which may include specific staff agreed to during WOC negotiations. In particular, Agency, through the WOC is engaging the expertise, experience, judgment and personal attention of the Key Persons identified in Exhibit E. Contractor's the WOC. The names and roles of Consultant and subconsultant Key Persons (if any) will be listed in WOC. Each Key Person shall not delegate performance of their any management powers and or other responsibilities they are he or she is required to provide under this Contract the WOC to another Contractor employee(s) of Consultant’s or subconsultant’s personnel without first obtaining the written consent of the Agency. Further, Contractor shall Consultant may not re-assign or transfer a any Key Persons Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required his or her expertise, experience, judgment, and personal attention, attention according to any schedule established under the WOC without first obtaining Agency's prior written consent to such re-assignment or transfer, which Agency will not unreasonably withhold . Notification of request to change a Key Person shall be in writing (via e-mail or delay. Notwithstanding the foregoing, Contractor other form as may replace Key Persons without be required by Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. .) In the event Contractor Consultant requests that Agency approve a re-assignment or transfer of a Key Person: Consultant shall provide a resume for the Key Persons, proposed substitute demonstrating that the proposed replacement has qualifications that are equal to or if Contractor must replace Key Persons, better than the qualifications of the person being replaced. Agency may shall have the right to interview, review the qualifications of, and approve or reject disapprove the proposed replacement(s) for the Key PersonsPerson. Any such substitute or replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed for a Key Person for purposes of this Contract must be approved in writing (e-mail acceptable) and Exhibit E shall be deemed amended to include such Key Person. Agency reserves the right to determine if be a replacement Key Person has acquired under the project knowledge and skills necessary to perform within WOC. Consultant agrees that the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable time/costs associated with the transfer of knowledge and information for a Key Person replacement Key Person’s Servicesis not a cost borne by Agency and shall not be billed to Agency. This includes labor hours spent reviewing project documentation, participation in meetings with personnel associated with the WOC/project, and participating in site visits to become familiar with the project.

Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's Key Persons identified in Exhibit E. Contractor's Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Contractor employee(s) without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a Key Persons to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key Persons, Agency may interview, review the qualifications of, and approve or reject the proposed replacement(s) for the Key Persons. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable associated with the replacement Key Person’s Services.

Key Persons. Contractor Consultant acknowledges and agrees that Agency selected Contractor, Consultant and is entering into this Contract, the WOC because of the special qualifications and experience of Contractor's Consultant’s key personnel, including the Project Manager(s) identified in Consultant’s Proposal to the RFP under which this PA was issued, (“Key Persons” or “Key Personnel”), which may include specific staff agreed to during WOC negotiations. In particular, Agency, through the WOC is engaging the expertise, experience, judgment and personal attention of the Key Persons identified in Exhibit E. Contractor's the WOC. The names and roles of Consultant and subconsultant Key Persons shall not (if any) will be listed in WOC. No Key Person may delegate performance of their any management powers and or other responsibilities they are he or she is required to provide under this Contract the WOC to another Contractor employee(s) of Consultant’s or subconsultant’s personnel without first obtaining the written consent of the Agency. Further, Contractor shall Consultant may not re-assign or transfer a any Key Persons Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required his or her expertise, experience, judgment, and personal attention, attention according to any schedule established under the WOC without first obtaining Agency's prior written consent to such re-assignment or transfer, which Agency will not unreasonably withhold . Notification of request to change a Key Person shall be in writing (via e-mail or delay. Notwithstanding the foregoing, Contractor other form as may replace Key Persons without be required by Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. .) In the event Contractor Consultant requests that Agency approve a re-assignment or transfer of a Key Person: Consultant shall provide a resume for the Key Persons, proposed substitute demonstrating that the proposed replacement has qualifications that are equal to or if Contractor must replace Key Persons, better than the qualifications of the person being replaced. Agency may shall have the right to interview, review the qualifications of, and approve or reject disapprove the proposed replacement(s) for the Key PersonsPerson. Any such substitute or replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed for a Key Person for purposes of this Contract must be approved in writing (e-mail acceptable) and Exhibit E shall be deemed amended to include such Key Person. Agency reserves the right to determine if be a replacement Key Person has acquired under the project knowledge and skills necessary to perform within WOC. Consultant agrees that the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable time/costs associated with the transfer of knowledge and information for a Key Person replacement Key Person’s is not a cost borne by Agency and shall not be billed to Agency. This includes labor hours spent reviewing Project and Services documentation, participation in meetings with personnel associated with the WOC/Services/Project, and participating in site visits to become familiar with the Project.

Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's Key Persons identified in Exhibit E. Contractor's Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Contractor employee(s) without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a Key Persons to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key Persons, Agency may interview, review the qualifications of, and approve or reject the proposed replacement(s) for the Key Persons. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable associated with the replacement Key Person’s Services.

Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's Key Persons identified in Exhibit E. D. Contractor's Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Contractor employee(s) without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a Key Persons to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key Persons, Agency may interview, review the qualifications of, and approve or reject the proposed replacement(s) for the Key Persons. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E D deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable associated with the replacement Key Person’s Services.

Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's ’s Key Persons identified in Exhibit E. Contractor's ’s Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Contractor employee(s) without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a Key Persons to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's ’s written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key Persons, Agency may interview, review the qualifications of, and approve or reject the proposed replacement(s) for the Key Persons. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Days, and will be reflected as an adjustment to a fee for a Deliverable associated with the replacement Key Person’s Services.

Key Persons. Contractor’s Key Persons are identified on MSA Exhibit B or Contract, Exhibit No. 1. The hourly rates applicable to each Key Person are specified in MSA Exhibit B. Contractor acknowledges and agrees that Agency a significant reason Authorized Purchaser selected Contractor, Contractor and is entering into this Contract, Contract is because of the special qualifications of Contractor's each Key Person. Authorized Purchaser is engaging the expertise, experience, judgment, and personal attention of such Key Persons identified in Exhibit E. Contractor's under this Contract. Neither Contractor nor any Key Persons Person shall not delegate performance of their powers the duties and responsibilities they are required to provide obligations of such Key Person under this Contract to another any other employee, agent or subcontractor of Contractor employee(s) without first obtaining the unless Authorized Purchaser provides prior written consent of the Agencyto such delegation. Further, Contractor shall not re-assign reassign or transfer a Key Persons Person to other duties or positions such so that the Key Person is no longer available to provide the Agency Authorized Purchaser with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's that Key Person’s services unless Authorized Purchaser provides prior written consent to such re-assignment the reassignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in reassignment or transfer is required based on the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as deathtermination of employment, illness, death, disability or termination of employment with Contractorother similar cause. In the event If Contractor requests that Agency approve Authorized Purchaser’s consent to a re-assignment delegation, reassignment, transfer or transfer other replacement of a Key Person, Authorized Purchaser may meet with the Key Persons, or if Contractor must replace Key Persons, Agency may interview, Person and review the qualifications of, and approve or reject of the proposed replacement(s) for the Key Personssubstitute personnel before providing its consent or rejecting such replacement. Any such replacement must shall have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge AgencyAuthorized Purchaser, and Agency Authorized Purchaser will not pay, for a any replacement Key Person while such replacement that Key Person acquires the project necessary skills and knowledge and skills necessary to perform continue the Services. Such period of non-charge will be agreed upon by the parties, and will last for a minimum of fourteen (14) Calendar Days but not extend for more than twenty-eight (28) Calendar Days. All replacement personnel approved by Authorized Purchaser are deemed Key Persons for purposes of this Contract, and will be reflected as an adjustment this Contract is deemed amended to a fee for a Deliverable associated with the replacement include those Key Person’s ServicesPersons.

Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's Key Persons identified in Contract Exhibit E. F. Contractor's Key Persons shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Contractor employee(s) without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a the Key Persons to other duties or positions such that the Key Person is Persons are no longer available to provide the Agency with the required their expertise, experience, judgment, and personal attention, without first notifying Agency 30 days in advance of any proposed reassignment or transfer and obtaining the Agency's prior written consent to such re-assignment or transfer, which Agency will shall not unreasonably withhold or delaywithhold. Notwithstanding the foregoing, Contractor may replace Key Persons without Agency’s consent in the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, illness or termination of employment with Contractor. In the event Contractor requests that the Agency approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key PersonsPersons due to death, illness or termination of employment with the Contractor, the Agency may shall have the right to interview, review the qualifications of, and approve or reject disapprove the proposed replacement(s) for the Key Persons. Any such replacement must shall have substantially equivalent or better qualifications than the Key Person being replaced, and shall perform the Services in accordance with the warranties set forth in Article IX. Any replacement personnel approved by Agency will shall thereafter be deemed a Key Person for purposes of this Contract and Contract Exhibit E F shall be deemed amended to include such Key Person. Agency reserves the right to determine if a replacement Key Person has acquired the project knowledge and skills necessary to perform within the twenty-eight (28) Calendar Day period following Agency approval of the replacement Key Person. Contractor shall not charge Agency, Agency and Agency will shall not pay, pay for a any proposed replacement Key Person while such replacement acquires the necessary skills and project knowledge and skills necessary to perform proceed with the Services. Such Services required hereunder; however, such period of non-charge will be agreed upon by the partiesmay not exceed twenty-eight (28) calendar days, and will but shall last for a minimum of fourteen (14) Calendar Days but not more than twenty-eight (28) Calendar Dayscalendar days, after which time Agency shall pay for such Key Person if Contractor demonstrates to Agency’s satisfaction that such replacement has acquired the necessary skills and will be reflected as an adjustment project knowledge to a fee for a Deliverable associated proceed with the replacement Key Person’s ServicesServices required hereunder.