Common use of Key Personnel; Qualifications of Employees Clause in Contracts

Key Personnel; Qualifications of Employees. 13.3.1 The Project Management Plan will identify certain job categories of Key Personnel for the Initial Scope of Work. The Master Development Plan will identify certain additional job categories of Key Personnel for future Work and services relating to the Project. Facility Implementation Plans will identify further additional job categories of Key Personnel for Facility Development Work. 13.3.2 The selection and replacement of individuals to fill Key Personnel positions shall be subject to the prior written approval of TxDOT, which TxDOT will not unreasonably withhold or delay. Developer shall promptly submit to TxDOT thorough information on the qualifications, character, expertise and experience of each individual that Developer proposes to fill a Key Personnel position from time to time, including individuals employed by Subcontractors. At TxDOT’s request, Xxxxxxxxx shall arrange for TxDOT to interview the candidates for Key Personnel positions. Developer shall promptly notify TxDOT in writing of any resignation, removal, termination or death of any Key Personnel and of proposed changes in any Key Personnel. 13.3.3 All individuals performing Work under this Agreement or any agreement or plan arising from this Agreement shall have the skill and experience and any licenses required to perform the Work assigned to them. If TxDOT determines, in its sole discretion, that any individual employed by Developer or any Subcontractor is not performing the Work in a proper, desirable and skillful manner or is detrimental to the progress of the Work under this Agreement and/or the Project generally, then, 13.3.4 Developer shall designate in writing who shall have authority to represent and act for Developer. Developer shall provide phone and pager numbers for all Key Personnel. TxDOT requires the ability to contact these key individuals 24 hours per day, seven days per week. 13.3.5 Developer acknowledges and agrees that the award of this Agreement by TxDOT to Developer was based, in large part, on the qualifications and experience of the Key Personnel listed in the Proposal and Developer’s commitment that such individuals would be available to undertake and perform the Initial Scope of Work. Developer represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Initial Scope of Work.

Key Personnel; Qualifications of Employees. 13.3.1 7.4.1 The Project Management Plan will Contract Documents identify certain job categories of Key Personnel for the Initial Scope of WorkProject. The Master Development Plan will identify certain additional job categories of Except as provided in Sections 7.4.4 and 7.4.5, Developer shall not change, or permit any change in, any Key Personnel. Any replacement Key Personnel for future Work and services relating to during the Project. Facility Implementation Plans will identify further additional job categories of Key Personnel for Facility Development Work. 13.3.2 The selection and replacement of individuals to fill Key Personnel positions Term shall be subject to the prior written approval of by TxDOT, which TxDOT will not unreasonably withhold or delay. Developer shall promptly submit to TxDOT thorough information on the qualifications, character, expertise and experience of each individual that Developer proposes to fill a Key Personnel position from time to time, including individuals employed by Subcontractors. At TxDOT’s request, Xxxxxxxxx shall arrange for TxDOT to interview the candidates for Key Personnel positions. Developer shall promptly notify TxDOT in writing of any resignation, removal, termination or death of any Key Personnel and of proposed changes in any Key Personnel. 13.3.3 All individuals performing Work under this Agreement or any agreement or plan arising from this Agreement shall have the skill and experience and any licenses required to perform the Work assigned to them. If TxDOT determines, in its sole discretion, that any individual employed by Developer or any Subcontractor is not performing the Work in a proper, desirable and skillful manner or is detrimental to the progress of the Work under this Agreement and/or the Project generally, then, 13.3.4 7.4.2 Developer shall designate in writing an Authorized Representative who shall have onsite field and office authority to represent and act for Developer. Such Authorized Representative shall be present at the jobsite at all times while Work is actually in progress. Developer shall provide phone phone, e-mail addresses and pager mobile telephone numbers for all Key Personnel. TxDOT requires the ability to contact these key individuals the following Key Personnel 24 hours per day, seven days per week: (a) D&C Project Manager during the Construction Period; (b) Design Manager during the Construction Period; (c) Superintendent during the Construction Period; (d) Environmental Compliance Manager during the Construction Period; (e) Maintenance Manager during the O&M Period; (f) Maintenance QC Manager during the O&M Period; and (g) O&M Project Manager during the O&M Period. 13.3.5 7.4.3 Developer acknowledges and agrees that the award of this Agreement by TxDOT to Developer was based, in large part, on the qualifications and experience of the Key Personnel personnel listed in the Proposal and Developer’s commitment that such individuals would be available to undertake and perform the Initial Scope of Work. Developer represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Initial Scope Work. Individuals filling Key Personnel roles shall be available for the Work and shall maintain active involvement in the prosecution and performance of Workthe Work sufficient for satisfactory performance of the tasks to be performed by such Key Personnel. In addition to the foregoing, TxDOT reserves the right to require a greater time commitment, which could include a 100% time commitment from any Key Personnel during the Construction Period or the O&M Period, as applicable, if TxDOT, in its discretion, determines that such personnel are not devoting sufficient time to the prosecution and performance of the Work for satisfactory performance of the tasks to be performed by such Key Personnel. 7.4.4 If an individual filling one or more Key Personnel roles is not available for the Work and does not maintain active involvement in the prosecution and performance of the Work because such individual has been replaced, Developer acknowledges that TxDOT, the Work and the Project will suffer significant and substantial Losses due to the unavailability of the individual identified in the Proposal and that it is impracticable and extremely difficult to ascertain and determine the actual Losses that would accrue to TxDOT in such event. Therefore, for the period beginning on the Effective Date and ending on the fifth anniversary of the Substantial Completion Date, if an individual filling a Key Personnel role is not available or not actively involved in the prosecution and performance of the Work sufficient for satisfactory performance of the tasks to be performed by such Key Personnel, as determined by TxDOT in its discretion, regardless of whether such individual has been replaced by an individual approved by TxDOT, Developer agrees to pay TxDOT a liquidated amount as follows, for each position held by such individual, as deemed compensation to TxDOT for such Losses: POSITION LIQUIDATED AMOUNT Construction Period O&M Period 7.4.5 In addition, if an individual filling one or more Key Personnel roles is not available for the Work and does not maintain active involvement in the prosecution and performance of the Work sufficient for satisfactory performance of the tasks to be performed by such Key Personnel and such individual has not been replaced by an individual approved by TxDOT, Developer acknowledges that TxDOT, the Work and the Project will suffer significant and substantial additional Losses due to the unavailability of an approved individual to fill a Key Personnel role and that it is impracticable and extremely difficult to ascertain and determine the

Key Personnel; Qualifications of Employees. 13.3.1 The Project Management Plan will identify certain job categories of Key Personnel for the Initial Scope of Work. The Master Development Plan will identify certain additional job categories of Key Personnel for future Work and services relating to the Project. Facility Implementation Plans will identify further additional job categories of Key Personnel for Facility Development Work. 13.3.2 The selection and replacement of individuals to fill Key Personnel positions shall be subject to the prior written approval of TxDOT, which TxDOT will not unreasonably withhold or delay. Developer shall promptly submit to TxDOT thorough information on the qualifications, character, expertise and experience of each individual that Developer proposes to fill a Key Personnel position from time to time, including individuals employed by Subcontractors. At TxDOT’s request, Xxxxxxxxx shall arrange for TxDOT to interview the candidates for Key Personnel positions. Developer shall promptly notify TxDOT in writing of any resignation, removal, termination or death of any Key Personnel and of proposed changes in any Key Personnel. 13.3.3 All individuals performing Work under this Agreement or any agreement or plan arising from this Agreement shall have the skill and experience and any licenses required to perform the Work assigned to them. If TxDOT determines, in its sole discretion, that any individual employed by Developer or any Subcontractor is not performing the Work in a proper, desirable and skillful manner or is detrimental to the progress of the Work under this Agreement and/or the Project generally, then,, at the written request of TxDOT, Developer shall remove such individual from his or her involvement on the Project and such individual shall not be reemployed on the Project without the prior written approval of TxDOT in its sole discretion. If such individual is not removed or if Developer fails to ensure that skilled and experienced personnel are furnished for the proper performance of the Work, then TxDOT may suspend the affected portion of the Work by delivery of written notice of such suspension to 13.3.4 Developer shall designate in writing who shall have authority to represent and act for Developer. Developer shall provide phone and pager numbers for all Key Personnel. TxDOT requires the ability to contact these key individuals 24 hours per day, seven days per week. 13.3.5 Developer acknowledges and agrees that the award of this Agreement by TxDOT to Developer was based, in large part, on the qualifications and experience of the Key Personnel listed in the Proposal and Developer’s commitment that such individuals would be available to undertake and perform the Initial Scope of Work. Developer represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Initial Scope of Work.

Key Personnel; Qualifications of Employees. 13.3.1 The Project Management Plan will identify certain job categories of Key Personnel for the Initial Scope of Work. The Master Development Plan will identify certain additional job categories of Key Personnel for future Work and services relating to the Project. Facility Implementation Plans will identify further additional job categories of Key Personnel for Facility Development Work. 13.3.2 The selection and replacement of individuals to fill Key Personnel positions shall be subject to the prior written approval of TxDOT, which TxDOT will not unreasonably withhold or delay. Developer shall promptly submit to TxDOT thorough information on the qualifications, character, expertise and experience of each individual that Developer proposes to fill a Key Personnel position from time to time, including individuals employed by Subcontractors. At TxDOT’s request, Xxxxxxxxx shall arrange for TxDOT to interview the candidates for Key Personnel positions. Developer shall promptly notify TxDOT in writing of any resignation, removal, termination or death of any Key Personnel and of proposed changes in any Key Personnel. 13.3.3 All individuals performing Work under this Agreement or any agreement or plan arising from this Agreement shall have the skill and experience and any licenses required to perform the Work assigned to them. If TxDOT determines, in its sole discretion, that any individual employed by Developer or any Subcontractor is not performing the Work in a proper, desirable and skillful manner or is detrimental to the progress of the Work under this Agreement and/or the Project generally, then,, at the written request of TxDOT, Developer shall remove such individual from his or her involvement on the Project and such individual shall not be reemployed on the Project without the prior written approval of TxDOT in its sole discretion. If such individual is not removed or if Developer fails to ensure that skilled and experienced personnel are furnished for the proper performance of the Work, then TxDOT may suspend the affected portion of the Work by delivery of written notice of such suspension to Developer. Such suspension shall in no way relieve Developer of any obligation 13.3.4 Developer shall designate in writing who shall have authority to represent and act for Developer. Developer shall provide phone and pager numbers for all Key Personnel. TxDOT requires the ability to contact these key individuals 24 hours per day, seven days per week. 13.3.5 Developer acknowledges and agrees that the award of this Agreement by TxDOT to Developer was based, in large part, on the qualifications and experience of the Key Personnel listed in the Proposal and Developer’s commitment that such individuals would be available to undertake and perform the Initial Scope of Work. Developer represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Initial Scope of Work.

Key Personnel; Qualifications of Employees. 13.3.1 7.4.1 The Project Management Plan will Contract Documents identify certain job categories of Key Personnel for the Initial Scope of WorkProject. The Master Development Plan will identify certain additional job categories of Except as provided in Sections 7.4.4 and 7.4.5, Developer shall not change, or permit any change in, any Key Personnel. Any replacement Key Personnel for future Work and services relating to during the Project. Facility Implementation Plans will identify further additional job categories of Key Personnel for Facility Development Work. 13.3.2 The selection and replacement of individuals to fill Key Personnel positions Term shall be subject to the prior written approval of by TxDOT, which TxDOT will not unreasonably withhold or delay. Developer shall promptly submit to TxDOT thorough information on the qualifications, character, expertise and experience of each individual that Developer proposes to fill a Key Personnel position from time to time, including individuals employed by Subcontractors. At TxDOT’s request, Xxxxxxxxx shall arrange for TxDOT to interview the candidates for Key Personnel positions. Developer shall promptly notify TxDOT in writing of any resignation, removal, termination or death of any Key Personnel and of proposed changes in any Key Personnel. 13.3.3 All individuals performing Work under this Agreement or any agreement or plan arising from this Agreement shall have the skill and experience and any licenses required to perform the Work assigned to them. If TxDOT determines, in its sole discretion, that any individual employed by Developer or any Subcontractor is not performing the Work in a proper, desirable and skillful manner or is detrimental to the progress of the Work under this Agreement and/or the Project generally, then, 13.3.4 7.4.2 Developer shall designate in writing one or more Authorized Representative(s) who shall have onsite field and office authority to represent and act for Developer. Such Authorized Representative(s) shall be present at the jobsite at all times while Work is actually in progress. Developer shall provide phone phone, e-mail addresses and pager mobile telephone numbers for all Key Personnel. TxDOT requires the ability to contact these key individuals all Key Personnel 24 hours per day, seven days per week. 13.3.5 7.4.3 Developer acknowledges and agrees that the award of this Agreement by TxDOT to Developer was based, in large part, on the qualifications and experience of the Key Personnel personnel listed in the Proposal and Developer’s commitment that such individuals would be available to undertake and perform the Initial Scope of Work. Developer represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Proposal in connection with the Initial Scope Work. Individuals filling Key Personnel roles shall be available for the Work and shall maintain active involvement in the prosecution and performance of Workthe Work sufficient for satisfactory performance of the tasks to be performed by such Key Personnel. In addition to the foregoing, TxDOT reserves the right to require a greater time commitment, which could include a 100% time commitment from any Key Personnel during the Construction Period or the O&M Period, as applicable, if TxDOT, in its discretion, determines that such personnel are not devoting sufficient time to the prosecution and performance of the Work for satisfactory performance of the tasks to be performed by such Key Personnel. 7.4.4 If an individual filling one or more Key Personnel roles is not available for the Work and does not maintain active involvement in the prosecution and performance of the Work because such individual has been replaced, Developer acknowledges that TxDOT, the Work and the Project will suffer significant and substantial Losses due to the unavailability of the individual identified in the Proposal and that it is impracticable and extremely difficult to ascertain and determine the actual Losses that would accrue to TxDOT in such event. Therefore, for the period beginning on the Effective Date and ending on the fifth anniversary of the Phase 1 Substantial Completion Date, if an individual filling a Key Personnel role is not available or not actively involved in the prosecution and performance of the Work sufficient for satisfactory performance of the tasks