Liquidated Damages – Unauthorized Removal of Key Staff Clause Samples

Liquidated Damages – Unauthorized Removal of Key Staff. The Parties agree to Liquidated Damages under this Section 38 to fix and limit Design-Builder’s costs and to avoid later disputes over the amount of damages that MDTA has suffered and are properly chargeable to Design-Builder. Design-Builder expressly waives the right to subsequently challenge the Liquidated Damages in any court of competent jurisdiction, including asserting as a claim or defense that the amount of the Liquidated Damages is disproportionate to any probable loss or that the amount of the Liquidated Damages grossly exceeds the actual damages sustained by the MDTAMDTA. Design-Builder and MDTA acknowledge that it is impracticable and extremely difficult to determine the actual Losses that would accrue to MDTA in the event of such unavailability of Key Staff. Design-Builder understands and agrees that any Liquidated Damages payable in accordance with this Section 38 are in the nature of liquidated damages and not a penalty, and that the sums are reasonable under the circumstances existing as of the date of execution of this Contract. Design- Builder further acknowledges and agrees that Liquidated Damages may be owing even though no default has occurred. The individuals identified in the Proposal pursuant to the Offeror Minimum Qualifications Section of the RFP shall perform the Key Staff role and responsibilities stated therein and Design-Builder’s failure to maintain such individuals in their identified roles or perform the identified responsibilities shall entitle MDTA to assess the Liquidated Damages described in this Section. Design-Builder shall not remove or substitute any person identified as Key Staff or allow a position to remain vacant unless approved in writing by MDTA in accordance with the procedures in Section GI-1.25 Substitution of Personnel in the RFP. If Design-Builder removes or substitutes an individual filling a Key Staff position unless otherwise authorized by MDTA in writing in accordance with Section GI-1.25 of the RFP, MDTA may assess Liquidated Damages as follows: Design-Build Project Manager $250,000 Construction Manager $250,000 Design Manager $250,000 Long Span/Complex Bridge Engineer $250,000 Unless otherwise agreed in writing by MDTA, in the event of a Key Staff vacancy, Design-Builder shall replace any Key Staff within sixty (60) days after the departure of the individual previously filling the position. A replacement individual must meet the qualifications for the Key Staff position stated in the Offeror Minimum...