Common use of Assignment of Work by Judicial Council to Another Contract Clause in Contracts

Assignment of Work by Judicial Council to Another Contract. ‌ If Work is terminated in whole or in part for any reason, the Judicial Council may assign such Work, at its sole discretion, to either another contractor performing Operations and Maintenance Work in another region or to any Third-Party contractors. If another contractor is assigned Work from another region, such Work shall be performed under the same terms of this Agreement at pricing consistent with pricing proposed by the other contractor in its original proposal for that region. If the Contractor did not provide a proposal for that region, an equitable adjustment will be made based on a baseline CCI difference of cost between that contractor’s contracted region and the new region that it is being assigned Work in. Relationship of Parties‌ Contractor is an independent contractor and is not an employee or agent of the Judicial Council or any Court. Contractor, its employees and its Subcontractors, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees or agents of the Judicial Council. No Contractor or Subcontractor employee is covered by any employee benefits that are provided to an employee of the Judicial Council or the Courts. Contractor is liable for the acts and omissions of itself, its employees, its Subcontractors and its agents. Contractor will determine the method, details and means of performing its obligations under this Agreement, including, without limitation, exercising full control over the employment, direction, compensation and discharge of all persons assisting the Contractor. Contractor will be solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding any and all employee benefits, and all regulations governing such matters. No Assignment‌ Contractor shall not assign or transfer any of its rights or delegate any of its duties under this Agreement to any other entity, business, corporation, partnership, or individual, including but not limited to wholly or partially owned subsidiaries or other related entities of the Contractor. Any assignment or transfer of rights, or delegation of duties by the Contractor shall constitute a material breach of this Agreement allowing the Judicial Council to exercise all remedies available to it under the Agreement and applicable law. Notwithstanding the preceding, in the event of a merger of the Contractor with an entity having equal or greater net worth than the Contractor, the Judicial Council’s Senior Manager, Business Services, or his designee may consider such an assignment. The Judicial Council shall have absolute unfettered discretion, without limitation, to withhold its consent to any such proposed assignment by the Contractor. Time of Essence‌ Time is of the essence in Contractor’s performance of Work. It is understood and agreed that failure by the Contractor to reasonably conform to its contractual timeliness obligations with respect to any of its Work (whether FFP or TO Work) constitutes a material breach of this Agreement. Amendments‌ Amendments to the terms of this Agreement shall not be valid unless made in writing and signed by the parties, unless otherwise noted in this Agreement. Any oral understanding or agreement that is not incorporated as a written Amendment is void and unenforceable. Consideration‌ Contractor shall be paid in accordance with the terms and conditions of this Agreement, including but not limited to, Exhibit F. The Judicial Council’s payments to Contractor pursuant Contractor’s payment requests shall constitute full compensation for any and all of Contractor’s time, Materials, costs and Expenses incurred in the performance of the invoiced Work.

Assignment of Work by Judicial Council to Another Contract. ‌ The Judicial Council may cancel, terminate, assign or re-assign Work in whole or in part, at the Judicial Council’s sole discretion. If Work is cancelled or terminated in whole or in part for any reason, the Judicial Council may assign such Work, at its sole discretion, to either another contractor performing Operations and Maintenance Work in another region or to any Third-Party contractors. If another contractor is assigned Work from another region, such Work shall be performed under the same terms of this Agreement at pricing consistent with pricing proposed by the other contractor in its original proposal for that region. If the Contractor did not provide a proposal for that region, an equitable adjustment will be made based on a baseline CCI difference of cost between that contractor’s contracted region and the new region that it is being assigned Work in. 2 Relationship of Parties‌ Contractor is an independent contractor and is not an employee or agent of the Judicial Council or any Court. Contractor, its employees and its Subcontractors, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees or agents of the Judicial Council. No Contractor or Subcontractor employee is covered by any employee benefits that are provided to an employee of the Judicial Council or the Courts. Contractor is liable for the acts and omissions of itself, its employees, its Subcontractors and its agents. Contractor will determine the method, details and means of performing its obligations under this Agreement, including, without limitation, exercising full control over the employment, direction, compensation and discharge of all persons assisting the Contractor. Contractor will be solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding any and all employee benefits, and all regulations governing such matters. No Assignment‌ Contractor shall not assign or transfer any of its rights or delegate any of its duties under this Agreement to any other entity, business, corporation, partnership, or individual, including but not limited to wholly or partially owned subsidiaries or other related entities of the Contractor. Any assignment or transfer of rights, or delegation of duties by the Contractor shall constitute a material breach of this Agreement allowing the Judicial Council to exercise all remedies available to it under the Agreement and applicable law. Notwithstanding the preceding, in the event of a merger of the Contractor with an entity having equal or greater net worth than the Contractor, the Judicial Council’s Senior Manager, Business Services, or his designee may consider such an assignment. The Judicial Council shall have absolute unfettered discretion, without limitation, to withhold its consent to any such proposed assignment by the Contractor. Time of Essence‌ Time is of the essence in Contractor’s performance of Work. It is understood and agreed that failure by the Contractor to reasonably conform to its contractual timeliness obligations with respect to any of its Work (whether FFP or TO Work) constitutes a material breach of this Agreement. Amendments‌ Amendments to the terms of this Agreement shall not be valid unless made in writing and signed by the parties, unless otherwise noted in this Agreement. Any oral understanding or agreement that is not incorporated as a written Amendment is void and unenforceable. Consideration‌ Contractor shall be paid in accordance with the terms and conditions of this Agreement, including but not limited to, Exhibit F. The Judicial Council’s payments to Contractor pursuant Contractor’s payment requests shall constitute full compensation for any and all of Contractor’s time, Materials, costs and Expenses incurred in the performance of the invoiced Work.

Assignment of Work by Judicial Council to Another Contract. ‌ The Judicial Council may cancel, terminate, assign or re-assign Work in whole or in part, at the Judicial Council’s sole discretion. If Work is cancelled or terminated in whole or in part for any reason, the Judicial Council may assign such Work, at its sole discretion, to either another contractor performing Operations and Maintenance Work in another region or to any Third-Party contractors. If another contractor is assigned Work from another region, such Work shall be performed under the same terms of this Agreement at pricing consistent with pricing proposed by the other contractor in its original proposal for that region. If the Contractor did not provide a proposal for that region, an equitable adjustment will be made based on a baseline CCI difference of cost between that contractor’s contracted region and the new region that it is being assigned Work in. Relationship of Parties‌ Contractor is an independent contractor and is not an employee or agent of the Judicial Council or any Court. Contractor, its employees and its Subcontractors, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees or agents of the Judicial Council. No Contractor or Subcontractor employee is covered by any employee benefits that are provided to an employee of the Judicial Council or the Courts. Contractor is liable for the acts and omissions of itself, its employees, its Subcontractors and its agents. Contractor will determine the method, details and means of performing its obligations under this Agreement, including, without limitation, exercising full control over the employment, direction, compensation and discharge of all persons assisting the Contractor. Contractor will be solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding any and all employee benefits, and all regulations governing such matters. No Assignment‌ Contractor shall not assign or transfer any of its rights or delegate any of its duties under this Agreement to any other entity, business, corporation, partnership, or individual, including but not limited to wholly or partially owned subsidiaries or other related entities of the Contractor. Any assignment or transfer of rights, or delegation of duties by the Contractor shall constitute a material breach of this Agreement allowing the Judicial Council to exercise all remedies available to it under the Agreement and applicable law. Notwithstanding the preceding, in the event of a merger of the Contractor with an entity having equal or greater net worth than the Contractor, the Judicial Council’s Senior Manager, Business Services, or his designee may consider such an assignment. The Judicial Council shall have absolute unfettered discretion, without limitation, to withhold its consent to any such proposed assignment by the Contractor. Time of Essence‌ Time is of the essence in Contractor’s performance of Work. It is understood and agreed that failure by the Contractor to reasonably conform to its contractual timeliness obligations with respect to any of its Work (whether FFP or TO Work) constitutes a material breach of this Agreement. Amendments‌ Amendments to the terms of this Agreement shall not be valid unless made in writing and signed by the parties, unless otherwise noted in this Agreement. Any oral understanding or agreement that is not incorporated as a written Amendment is void and unenforceable. Consideration‌ Contractor shall be paid in accordance with the terms and conditions of this Agreement, including but not limited to, Exhibit F. The Judicial Council’s payments to Contractor pursuant Contractor’s payment requests shall constitute full compensation for any and all of Contractor’s time, Materials, costs and Expenses incurred in the performance of the invoiced Work.