Common use of Certification of Funds Clause in Contracts

Certification of Funds. It is expressly understood and agreed by the parties that none of the rights, duties, and obligations described in this Agreement shall be binding on either party until all relevant statutory provisions of the Ohio Revised Code, including, but not limited to, R.C. 126.07, have been complied with, and until such time as all necessary funds are available or encumbered and, when required, such expenditure of funds is approved by the Controlling Board of the State of Ohio, or in the event that grant funds are used, until such time that the Attorney General gives Consultant written notice that such funds have been made available to the Attorney General by the Attorney General’s funding source. Consultant will use commercially reasonable efforts to ensure the continued availability of all personnel listed in this Agreement, and may not remove those personnel from the Work without the prior written consent of the Attorney General. Consultant must have qualified replacement staff available to replace any key personnel, and shall follow the procedure specified in this Agreement for replacement of key personnel if replacement becomes necessary. Consultant’s key personnel, including any subcontractor key personnel, (“Key Personnel”) are the following: [List of Key Personnel (names and titles)] Consultant shall have a designated replacement for each of the Key Personnel to ensure business and decision-making continues in the absence of any Key Personnel. Consultant may remove a person listed above from the Work, if doing so is necessary for legal, performance, or disciplinary reasons, but Consultant must give the Attorney General 30 days’ prior written notice of such removal, and must have qualified replacement staff available to replace any Key Personnel listed in this Agreement. When the removal of any Key Personnel is permitted in this Agreement, or if any Key Personnel become unavailable, Consultant must submit to the Attorney General the resumes and any other information requested by the Attorney General for two replacement candidates for each Key Personnel removed or who becomes unavailable within ten business days after the decision to remove or the unavailability becomes known to Consultant. The Attorney General will have ten business days after receiving the information on proposed replacement candidates to either select one of the proposed replacement candidates or reject both proposed candidates. Should the Attorney General reject both proposed candidates, Consultant shall submit to the Attorney General the resumes and any other information requested by the Attorney General for two additional replacement candidates within five business days after notification of the Attorney General’s rejection of the first two proposed candidates. The Attorney General shall respond within the same timeframes as set forth in this paragraph. If Consultant does not comply with any of the timeframes for notice or submission of replacement Key Personnel set forth in this Article, Consultant shall be in default of this Agreement without the opportunity to cure. The Attorney General may terminate this Agreement immediately upon such default and will be entitled to damages. The Attorney General has the right to require Consultant to remove any individual performing any of the Work if determined to be in its best interests. In such a case, the request for removal will be treated as if the individual has become unavailable, and if that individual is a Key Personnel, Consultant shall follow the procedures set forth herein for replacement. If Consultant removes any Key Personnel during the term of this Agreement for any reason other than those specified above without the Attorney General’s consent, the Attorney General may assess liquidated damages in the amount of [to be mutually agreed upon] for every business day the Key Personnel are unavailable until either a (i) replacement is selected in accordance with the process identified in this Article and starts work on the Work; or (ii) this Agreement is terminated.