Common use of Selection and Management of Supplier Personnel Clause in Contracts

Selection and Management of Supplier Personnel. Supplier shall ensure that all Supplier Personnel performing under this Contract are competent and knowledgeable of the contractual arrangements between VDOT and Supplier. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by law) health care and other benefits for, and terminate the employment of Supplier employees. Supplier shall be solely responsible for the supervision and conduct of Supplier Personnel, including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that Supplier Personnel comply with VDOT’s site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. VDOT reserves the right to require the immediate removal from VDOT’s premises of any Supplier Personnel whom VDOT believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a security or safety breach. Key Personnel Supplier may designate certain Supplier’s personnel as “Key Personnel” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will be described in Exhibits C and J. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and VDOT. Failure of Supplier to perform in accordance with such obligations may be deemed a breach.

Selection and Management of Supplier Personnel. Supplier shall ensure that all Supplier Personnel performing under this Contract are competent and knowledgeable of the contractual arrangements and the applicable order or SOW between VDOT Authorized User and Supplier. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by law) health care and other benefits for, and terminate the employment of Supplier employees. Supplier shall be solely responsible for the supervision and conduct of Supplier Personnel, including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that Supplier Personnel comply with VDOTthe appropriate Authorized User’s site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. VDOT Authorized User reserves the right to require the immediate removal from VDOTsuch Authorized User’s premises of any Supplier Personnel whom VDOT such Authorized User believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a security or safety breach. Key Personnel Supplier An order or SOW may designate certain of Supplier’s personnel as “Key Personnel” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will be described in Exhibits C and J. the applicable order or SOW. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and VDOTAuthorized User. Failure of Supplier to perform in accordance with such obligations may be deemed a breachbreach of this Contract or of the applicable order or SOW.

Selection and Management of Supplier Personnel. Supplier shall ensure that all Supplier Personnel performing under this Contract are competent and knowledgeable of the contractual arrangements between VDOT and Supplierarrangements. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by law) health care and other benefits for, and terminate the employment of Supplier employees. Supplier shall be solely responsible for the supervision and conduct of Supplier Personnel, including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that Supplier Personnel comply with VDOT’s DMAS’ site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. VDOT DMAS reserves the right to require the immediate removal from VDOTsuch DMAS’s premises of any Supplier Personnel whom VDOT DMAS believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a security or safety breach. Key Personnel Supplier DMAS may designate certain of Supplier’s personnel as “Key Personnel” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will be described in Exhibits C and J. the Contract. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and VDOTDMAS. Failure of Supplier to perform in accordance with such obligations may be deemed a breachbreach of this Contract Subcontractors Supplier shall not use Subcontractors to perform its contractual obligations unless specifically authorized in writing to do so by DMAS. If this Contract is supported in whole or in part with federal funds, Supplier may not subcontract to any Subcontractor that is a party excluded from Federal Procurement and Nonprocurement Programs. In no event may Supplier subcontract to any Subcontractor that is debarred by the Commonwealth or that owes back taxes to the Commonwealth and has not made arrangements with the Commonwealth for payment of such back taxes. If Supplier subcontracts the provision of any performance obligation under this Contract to any other party, Supplier shall (i) act as prime contractor and will be the sole point of contact with regard to all obligations under this Contract; and (ii) represent and warrant that any authorized Subcontractors shall perform in accordance with the applicable terms and conditions set forth in this Contract, including but not limited to, the warranties set forth in the Contract.. NEW TECHNOLOGY Access to New Technology Supplier will bring to DMAS’ attention any new products or services within the scope of the Contract that Supplier believes will be of interest to DMAS and will work to develop proposals for the provision of any such products or services as DMAS requests. New Service Offerings Not Available from Supplier If new or replacement product or service offerings become available and cannot be competitively provided by the Supplier under the scope of this Contract, DMAS will have the right to purchase the new or replacement products or services from a third party. If DMAS elects to use such new or replacement product or service offerings, Supplier will reasonably assist DMAS to migrate to such products or services. If DMAS elects to acquire new products or services as described in the paragraph above and such services replace existing Supplier-provided services, discount tiers and any commitments (as applicable per the Contract) will be reduced to reflect reductions in purchases of the replaced products or services. GENERAL WARRANTY THE OBLIGATIONS OF SUPPLIER UNDER THIS GENERAL WARRANTY SECTION ARE MATERIAL. SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY CONCERNING MERCHANTABILITY OR FITNESS FOR ANY OTHER PARTICULAR PURPOSE. Supplier warrants and represents to DMAS that Supplier will fulfill its contractual obligations and meet all Requirements as described in Exhibit A. Supplier warrants and represents to DMAS that: Ownership Supplier has the right to perform and provide all contractual obligations and provide all needed services or products without violating or infringing any law, rule, regulation, copyright, patent, trade secret, or other proprietary right of any third party.

Selection and Management of Supplier Personnel. Supplier shall ensure that all Supplier Personnel performing under this Contract are competent and knowledgeable of the contractual arrangements between VDOT VDSS and Supplier. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by law) health care and other benefits for, and terminate the employment of Supplier employees. Supplier shall be solely responsible for the supervision and conduct of Supplier Personnel, including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that Supplier Personnel comply with VDOTVDSS’s site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. VDOT VDSS reserves the right to require the immediate removal from VDOTVDSS’s premises of any Supplier Personnel whom VDOT VDSS believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a security or safety breach. Key Personnel Supplier The Contract may designate certain of Supplier’s personnel as “Key Personnel” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will shall be described in Exhibits C and J. the Contract. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and VDOTVDSS. Failure of Supplier to perform in accordance with such obligations may be deemed a breachbreach of this Contract.

Selection and Management of Supplier Personnel. Supplier shall ensure that all Supplier Personnel performing under this Contract are competent and knowledgeable of the contractual arrangements and the applicable order or SOW between VDOT VDDHH and Supplier. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by law) health care and other benefits for, and terminate the employment of Supplier employees. Supplier shall be solely responsible for the supervision and conduct of Supplier Personnel, including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that Supplier Personnel comply with VDOT’s the appropriate Commonwealth, VITA and VDDHH site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. VDOT reserves VITA and VDDHH reserve the right to require the immediate removal from VDOTsuch agency’s premises of any Supplier Personnel whom VDOT such agency believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a security or safety breach. Key Personnel Supplier The Relay Outreach Coordinator and the Account Manager will be designated as “Key Personnel.” In addition, VITA or VDDHH may designate certain of Supplier’s personnel as “Key Personnel.” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will be described in Exhibits C and J. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and VDOTthe Parties. Failure of Supplier to perform in accordance with such obligations may be deemed a breachbreach of this Contract.

Selection and Management of Supplier Personnel. Supplier shall ensure that all Supplier Personnel performing under this Contract are competent and knowledgeable of the contractual arrangements between VDOT VDSS and Supplier. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, counsel, discipline, review, evaluate, set the pay rates of, provide (to the extent required by law) health care and other benefits for, and terminate the employment of Supplier employees. Supplier shall be solely responsible for the supervision and conduct of Supplier Personnel, including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that Supplier Personnel comply with VDOTVDSS’s site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. VDOT VDSS reserves the right to require the immediate removal from VDOTVDSS’s premises of any Supplier Personnel whom VDOT VDSS believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a security or safety breach. Key Personnel Supplier The Contract may designate certain of Supplier’s personnel as “Key Personnel” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will be described in Exhibits C and J. the Contract. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and VDOTVDSS. Failure of Supplier to perform in accordance with such obligations may be deemed a breachbreach of this Contract.