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(a) If either of Dxxxx Xxxxxx or Txx Xxxxxxxx (or, and in each case, any Approved Replacement therefor) (each, a “Key Person”) is entering into this Contract, because not actively involved in the material business of the special qualifications Borrower or the Investment Adviser (as applicable) unless an Approved Replacement therefor is appointed in accordance with the procedures set forth below, such event shall constitute a “Key Person Trigger”. If no Approved Replacement (as defined below) is appointed within 120 days following a Key Person Trigger, such event shall constitute a “Key Person Event”. Within the 120-day period following a Key Person Trigger, a “Key Person Trigger Cure” shall occur upon the appointment of Contractor's an Approved Replacement. (b) The Borrower shall give prompt written notice to the Administrative Agent and the Managing Agents if a Key Persons identified Person Trigger or a Key Person Event occurs or if any Key Person is not actively involved in Exhibit E. Contractor's the material business of the Borrower or the Investment Adviser (as applicable). Within 60 days of any such Key Persons Person Trigger described above (the “Proposal Period”), the Borrower will have the right to provide written notice to the Administrative Agent and the Managing Agents of its proposal for a “Proposed Replacement” of any such Key Person(s), background information satisfactory to the Administrative Agent regarding the Proposed Replacement(s) (including, without limitation, relevant employment history and management experience) and a schedule for implementation of such Proposed Replacement(s). The Borrower shall make each such Proposed Replacement reasonably available for meetings and/or telephonic conferences with and to respond to questions from the Administrative Agent and the Managing Agents. If the Administrative Agent does not provide affirmative written consent, the Borrower may continue to seek an acceptable replacement and may propose one or more further Proposed Replacements on or before the last day of the Proposal Period. (c) If no Approved Replacement is appointed on or prior to the last day of the Approval Period (which, for the avoidance of doubt, 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 be later than 120 days after the written consent of the Agency. Further, Contractor shall not re-assign Key Person Trigger or transfer a Key Persons to other duties or positions such that the after any 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 actively involved 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 material business of the Key PersonsInvestment Adviser or the Borrower, or if Contractor must replace Key Personsas applicable) related to the final Proposed Replacement proposed by the Borrower during the Proposal Period, Agency may interview, review then the qualifications of, Borrower shall promptly provide notice of such failure to the Administrative Agent 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 Managing Agents and 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 Event 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 Serviceshave occurred.

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 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. 4.1.1. 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 Contractor16.1 The Assessment Supplier shall not remove or replace any Key Person during the Term or the Migration Period without the SRA’s prior written consent (not to be unreasonably withheld or delayed). The SRA’s consent will not be required where the individual concerned resigns, retires or dies, where the individual takes maternity leave, or suffers from long term sickness, or where the individual’s employment or contractual arrangement with the Assessment Supplier or a Subcontractor is terminated for the employee’s material breach of contract. The Assessment Supplier shall give as much notice as is reasonably practicable of its wish to remove or replace any Key Person, and is entering into this Contractexcept in the cases of death, because unexpected ill health or a material breach of the special qualifications Key Person's employment contract, this will mean at least three months’ notice. 16.2 The SRA may also instruct the Assessment Supplier to remove any Key Person that the SRA reasonably considers in any respect unsatisfactory from their involvement with the provision of Contractor's the Services. 16.3 The Assessment Supplier shall inform the SRA of the identity and background of any replacement for any Key Persons identified in Exhibit E. Contractor's Person as soon as a potential replacement has been identified. The SRA may interview the candidates for Key Persons shall not delegate performance of their powers and responsibilities Person roles before they are required appointed and, upon request by the SRA, the Assessment Supplier shall provide a CV and any other information the SRA may reasonably request relating to provide under this Contract to another Contractor employee(s) without first obtaining the written consent any relevant training, skills and/or expertise of the Agency. Further, Contractor shall not re-assign or transfer a prospective Key Persons to other duties or positions such Person. 16.4 The Assessment Supplier acknowledges that the Key Persons are essential to the proper provision of the Services to the SRA. The Assessment Supplier shall: (a) notify the SRA promptly of the absence of any Key Person (other than for short term sickness or holidays of three (3) weeks or less, in which case the Assessment Supplier shall ensure appropriate temporary cover for the relevant role); and (b) use all reasonable endeavours to ensure that the role of any Key Person is no not vacant for any longer available than 15 Business Days. 16.5 The Assessment Supplier shall ensure that each Key Person devotes [substantially all their working time]/[sufficient time] to their role in connection with this Agreement. [Note to bidders: To be updated to reflect proposed time commitment for each Key Person based on bidder's financial model.] 16.6 The Assessment Supplier shall ensure at the Assessment Supplier's cost that all arrangements for a change of Key Person provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and that such change does not have an adverse impact on the Agency with performance of 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 delayServices. Notwithstanding Where the foregoing, Contractor may replace Key Persons without Agency’s consent in reason for the event any Key Persons are no longer available due to circumstances beyond Contractor’s reasonable control, such as change is death, illness, unexpected ill health or termination of employment with Contractor. In a material breach by the event Contractor requests that Agency approve a re-assignment or transfer employee of the Key PersonsPerson's employment contract, or if Contractor must replace Key Personsthe Assessment Supplier shall be obliged only to use reasonable endeavours in this respect. 16.7 To the extent that it can do so without breaching its statutory and/or contractual obligations, Agency may interview, review the qualifications of, and approve or reject Assessment Supplier shall use reasonable endeavours to retain the proposed replacement(s) for services of all 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 (“Key Persons” or “Key Personnel”), which may include specific staff agreed upon 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 for a Key Person being replaced. Any replacement personnel must be approved by Agency will thereafter in writing (e-mail acceptable) and shall be deemed to be a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Personunder the WOC. Agency reserves Consultant agrees that 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 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 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 upon 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 the Key Person 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 Key Person’s 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 for a Key Person being replaced. Any replacement personnel must be approved by Agency will thereafter in writing (e-mail acceptable) and shall be deemed to be a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Personunder the WOC. Agency reserves Consultant agrees that 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 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 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.

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 Person 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’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 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 upon 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(a) If either of Xxxxx Xxxxxx or Xxx Xxxxxxxx (or, and in each case, any Approved Replacement therefor) (each, a “Key Person”) is entering into this Contract, because not actively involved in the material business of the special qualifications Borrower or the Investment Adviser (as applicable) unless an Approved Replacement therefor is appointed in accordance with the procedures set forth below, such event shall constitute a “Key Person Trigger”. If no Approved Replacement (as defined below) is appointed within 120 days following a Key Person Trigger, such event shall constitute a “Key Person Event”. Within the 120-day period following a Key Person Trigger, a “Key Person Trigger Cure” shall occur upon the appointment of Contractor's an Approved Replacement. (b) The Borrower shall give prompt written notice to the Administrative Agent and the Managing Agents if a Key Persons identified Person Trigger or a Key Person Event occurs or if any Key Person is not actively involved in Exhibit E. Contractor's the material business of the Borrower or the Investment Adviser (as applicable). Within 60 days of any such Key Persons Person Trigger described above (the “Proposal Period”), the Borrower will have the right to provide written notice to the Administrative Agent and the Managing Agents of its proposal for a “Proposed Replacement” of any such Key Person(s), background information satisfactory to the Administrative Agent regarding the Proposed Replacement(s) (including, without limitation, relevant employment history and management experience) and a schedule for implementation of such Proposed Replacement(s). The Borrower shall make each such Proposed Replacement reasonably available for meetings and/or telephonic conferences with and to respond to questions from the Administrative Agent and the Managing Agents. If the Administrative Agent does not provide affirmative written consent, the Borrower may continue to seek an acceptable replacement and may propose one or more further Proposed Replacements on or before the last day of the Proposal Period. (c) If no Approved Replacement is appointed on or prior to the last day of the Approval Period (which, for the avoidance of doubt, 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 be later than 120 days after the written consent of the Agency. Further, Contractor shall not re-assign Key Person Trigger or transfer a Key Persons to other duties or positions such that the after any 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 actively involved 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 material business of the Key PersonsInvestment Adviser or the Borrower, or if Contractor must replace Key Personsas applicable) related to the final Proposed Replacement proposed by the Borrower during the Proposal Period, Agency may interview, review then the qualifications of, Borrower shall promptly provide notice of such failure to the Administrative Agent 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 Managing Agents and a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key PersonEvent shall have occurred. 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 upon 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 for a Key Person being replaced. Any replacement personnel must be approved by Agency will thereafter in writing (e-mail acceptable) and shall be deemed to be a Key Person for purposes of this Contract and Exhibit E deemed amended to include such Key Personunder the WOC. Agency reserves Consultant agrees that 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 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 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 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 ’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 OJD 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 AgencyOJD. 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 OJD with the required expertise, experience, judgment, and personal attention, without first obtaining AgencyOJD's written consent to such re-assignment or transfer, which Agency OJD will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace Key Persons without AgencyOJD’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 OJD approve a re-assignment or transfer of the Key Persons, or if Contractor must replace Key Persons, Agency OJD 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 OJD will thereafter be deemed a Key Person for purposes of this Contract and Exhibit E D deemed amended to include such Key Person. Agency OJD 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) 28 Calendar Day period following Agency OJD approval of the replacement Key Person. 4.1.1. Contractor shall not charge AgencyOJD, and Agency OJD 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) 14 Calendar Days but not more than twenty-eight (28) 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 Personreserves 4.1.1. 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 partiesParties, and will last for a minimum of fourteen (14) 14 Calendar Days but not more than twenty-eight (28) 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 acknowledges and agrees that Agency and DAS PS 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. 4.1.1. 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.