Key Individuals. 20.1. The Contractor acknowledges that the Key Individuals are essential to the proper provision of the Services to the Authority.
20.2. The Key Individuals must not be released from providing the Services without the approval of the Authority, except by reason of long-term sickness, maternity, paternity, adoption or parental leave, termination of employment or equivalent extenuating circumstances. Where such extenuating circumstances arise or are foreseeable, the Contractor must immediately give notice of that fact to the Authority.
20.3. The Contractor may propose a replacement to a Key Individual (and must do so when a Key Individual is to be released from providing the Services), in which case:
20.3.1. appropriate arrangements must be made to minimise any adverse impact on the Framework Agreement which could be caused by the change in Key Individuals (including, wherever possible, a transfer period of sufficient duration to allow for the transfer of know-how and skills); and
20.3.2. the replacement must be of at least equal status and of equivalent qualifications, experience, training and skills to the Key Individual being replaced and must be fully competent to carry out the responsibilities of that person in relation to the Services.
20.4. Any proposed replacement to a Key Individual is subject to the approval of the Authority. Subject to the Contractor’s compliance with this clause, the Authority must not unreasonably withhold such approval.
Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – Key Individuals and, in particular, will not, for the duration of the Works, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the opinion of Contracting Authority, acting reasonably, such involvement would have a material adverse effect on the Works.
(b) If Project Co considers it necessary to replace any individual identified in Schedule 9 – Key Individuals, Project Co shall provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 – Key Individuals without the prior written consent of Contracting Authority, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced and of equal or better quality and experience than the individual being replaced.
(c) If Contracting Authority determines, acting reasonably, that it is in the best interests of Contracting Authority that any individual identified in Schedule 9 – Key Individuals be replaced, Contracting Authority shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such Notice, Project Co shall provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement.
Key Individuals. 20.1. The Contractor acknowledges that the Key Individuals are essential to the proper provision of the Goods and related services to the Authority.
20.2. The Key Individuals must not be released from providing the Goods and related services without the approval of the Authority, except by reason of long-term sickness, maternity, paternity, adoption or parental leave, termination of employment or equivalent extenuating circumstances. Where such extenuating circumstances arise or are foreseeable, the Contractor must immediately give notice of that fact to the Authority.
20.3. The Contractor may propose a replacement to a Key Individual (and must do so when a Key Individual is to be released from providing the Goods and related services), in which case:
20.3.1. appropriate arrangements must be made to minimise any adverse impact on the Framework Agreement which could be caused by the change in Key Individuals (including, wherever possible, a transfer period of sufficient duration to allow for the transfer of know-how and skills); and
20.3.2. the replacement must be of at least equal status and of equivalent qualifications, experience, training and skills to the Key Individual being replaced and must be fully competent to carry out the responsibilities of that person in relation to the Goods and related services.
20.4. Any proposed replacement to a Key Individual is subject to the approval of the Authority. Subject to the Contractor’s compliance with this clause, the Authority must not unreasonably withhold such approval.
Key Individuals. (a) The individuals who are critical to the performance of the Works are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Works in the capacity set out in Schedule 9 – Key Individuals (unless such Key Individuals are not available for reasons beyond the control of Project Co or a Project Co Party). Project Co or a Project Co Party shall not, for the duration of the Works, require or request any such person to be involved in any other project, if, in the reasonable opinion of Contracting Authority such involvement would have a material adverse effect on the Works. If Project Co fails to comply with this Section 12.4(a), Project Co shall pay to Contracting Authority liquidated damages as set out in Schedule 21 – Liquidated Damages and Construction Enforcement Regime. For clarity, Project Co and the Project Co Parties’ reasonable commercial efforts, in accordance with this Section 12.4(a), shall include the denial of promotions or relocations of a Key Individual as permitted by the Applicable Law. For the purposes of this Section 12.4(a), only the following reasons will be considered beyond the control of Project Co or a Project Co Party: death, short term disability, long term disability or any other reason in the opinion of Contracting Authority, acting reasonably (Project Co shall provide to Contracting Authority any further documentation as may be reasonably requested by Contracting Authority to assess any reason beyond the control of Project Co).
(b) Subject to Project Co’s obligations to ensure that Key Individuals remain involved in the Works as set out in Section 12.4(a), if it becomes necessary for Project Co to replace any individual identified in Schedule 9 - Key Individuals, Project Co shall nominate a competent suitably qualified and experienced permanent replacement or replacements as soon as practicable and provide Contracting Authority with relevant information on the proposed replacement and shall consult with Contracting Authority before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 - Key Individuals without the prior written consent of Contracting Authority, which consent shall not be withheld or delayed where Project Co is compliant with Sections 12.4(a) and 12.4(c) and the proposed replacement is suitably qualified and experienced. In the event Project Co fails to...
Key Individuals. The Key Individuals are the employees of Xxxx-Xxxx Realty Corporation or Seller who have significant responsibilities with respect to the Property.
Key Individuals. During the Term, and during the Commitment Period for each Key Individual set forth on Schedule A (the “Commitment Period”), the applicable Crown Entity under whose name such Key Individual is listed on Schedule A shall make such Key Individual available to provide such support and assistance to Constar, Inc. as is consistent with the skills and experience of such Key Individual, for the applicable percentage of the Key Individual’s working hours per month that is indicated on, and modified in accordance with the terms set forth on, Schedule A (the “Commitment Percentage”). Constar, Inc. shall have the right to approve the activities of Key Carnaud Individuals and the Key Crown Individuals while providing Key Individual Services in a manner consistent with the skills and experience of such Key Individuals and shall define and approve the scope of Key Individual Services provided by Key Individuals pursuant to this Agreement. In consideration for such access to each Key Individual, Constar, Inc. agrees to pay the applicable Crown entity under whose name such Key Individual is listed on Schedule A (i) a fee for each Key Transferred Individual equal to (x) the actual cost to the Crown Entities of compensation and benefits to such Key Individual per month for each month during which access is provided to such Key Individual plus (y) an annual overhead charge of $16,120, plus phone, delivery and courier costs actually incurred by a Crown Entity, prorated and payable on a monthly basis and (ii) a fee per each Key Carnaud Individual and Key Crown Individual equal to the product of (x) $12,500 per month for each month during which access is provided to a Key Individual multiplied by (y) such Key Individual’s Commitment Percentage (collectively, “Key Individual Fees”). The Key Individuals shall, subject to the terms of this Agreement and the Benefits Allocation Agreement, at all times remain employees of the applicable Crown Entity, or one of its Affiliates, and shall remain subject to the applicable Crown Entity’s policies applicable to its employees. The Crown Entities’ obligation under this Agreement to make a given Key Individual available to Constar, Inc. and the Constar Entities’ obligation to pay Key Individual Fees shall continue for the duration of such Key Individual’s Commitment Period, except that in no event shall such obligations continue beyond the Key Individual’s employment with the applicable Crown Entity. In the event that a Key Individual ceases...
Key Individuals. (a) The individuals who are critical to the performance of the Design and Construction Works and the Highway Work are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Design and Construction Works and the Highway Work in the capacity set out in Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 53 CAN: 26350049.2 BD-#30398459-v2 Schedule 9 – Key Individuals and, in particular, will not, for the duration of the Design and Construction Works or the Highway Work, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of the City such involvement would have a material adverse effect on the Design and Construction Works or the Highway Work.
(b) The individuals who are critical to the performance of the Maintenance Services are identified in Schedule 9 – Key Individuals. Project Co shall use commercially reasonable efforts to ensure that such persons remain involved in the Maintenance Services in the capacity set out in Schedule 9 – Key Individuals and, in particular, will not, for the duration of the Maintenance Services, require or request any such person to be involved in any other project on behalf of Project Co or any Project Co Party if, in the reasonable opinion of the City, such involvement would have a material adverse effect on the Maintenance Services.
(c) If Project Co considers it necessary to replace any individual identified in Schedule 9 – Key Individuals, Project Co shall provide the City with relevant information on the proposed replacement and shall consult with the City before finalizing the appointment of such replacement. Project Co shall not replace any of the individuals identified in Schedule 9 – Key Individuals without the prior written consent of the City, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.
(d) If the City determines, acting reasonably, that it is in the best interests of the City that any individual identified in Schedule 9 – Key Individuals be replaced, the City shall notify Project Co (including a detailed explanation of the reasons for such determination), and, within 30 days of receipt by Project Co of such notice, Project Co shall provide the City with relevant information on th...
Key Individuals. Key Individuals who will be performing the services will vary based on Gateway's requirements and locations. Vendor will notify Gateway each time services are required with the name of the individual(s) who will be performing the service and will obtain the prior written consent of Gateway.
Key Individuals. The Borrower shall provide the Administrative Agent with an updated list of Key Individuals whenever the previously delivered list is no longer complete or accurate.
Key Individuals. 2.1 The Contractor(s) and Authority will agree a number of Key Roles and Key Personnel and the Contractor(s) must ensure the continuity of Key Personnel throughout the Period of the Framework Agreement.
2.2 The Contractor is expected to identify and allocate a named dedicated Framework Manager resource for the framework.
2.3 The role of the Framework Manager will be to manage the overall Framework Agreement with the Authority and to ensure any contractual non-conformance is addressed. The Framework Manager will also be responsible for attending quarterly operational Governance Meetings with the Authority to feedback on consolidated Management Information and discuss opportunities for continuous improvement. They will be responsible for the management of the individual Call-offs and provide a Single Point of Contact (SPoC) for the Framework Public Bodies using the Framework Agreement.
2.4 On a mutually agreed basis the Framework Manager (or other appointed named deputy from the Contractor’s organisation) will be required to meet with the Framework Public Bodies to ensure all their requirements are being met and to demonstrate the Contractor’s ability to maintain, and improve delivery against KPIs throughout the Framework Agreement. The activities of the Framework Manager (and any other appointed named deputies) are fully inclusive within the costs provided in “ITT - Schedule 2 (Pricing) - Technology Peripherals and Infrastructure”.
2.5 Where a Framework Public Body has an existing Account Manager in place with the Contractor, the Contractor should, where possible, offer the option of retaining this Account Manager.
2.6 The Contractor(s) will be required to produce and maintain an organisation chart for the Contract and Account Management structure for this Framework Agreement which details the escalation route for each of the areas. Clear escalation routes should be identified for the provision of Goods and achieving the KPIs within this Framework Agreement in line with the governance process.
