Common use of Provider Resources Clause in Contracts

Provider Resources. Provider will provide District a listing of all Consultants at the outset of the engagement, or prior to work commencement for an individual Consultant in the case of a later start date, or replacement of a Consultant. The District will review the selection of Consultants on the project or any replacement. The District reserves the right to interview any candidate prior to the start of said Consultant on the project. The District will share any concern with Provider regarding Consultant and District and Provider will come to mutual agreement on Consultant. It is understood that due to tight timelines and that overall responsibility of delivery of scope is Provider’s responsibility; District agreement of Consultant shall not be unreasonably withheld. Prior to Project completion, Provider shall not reassign the Contract Manager, Project Manager or any Consultant without the prior written consent of the District, which consent shall not be unreasonably withheld, except (a) upon request by the District, or (b) as the result of such individual’s death, illness, termination of employment, resignation, unsatisfactory performance, grave personal circumstances or family or maternity leave. Provider shall furthermore refrain from reassigning or reallocating work on the Project if a reasonably foreseeable consequence of such reassignment or reallocation would be to require the repetition of work or delay in the completion of the delivery of any Deliverable and associated activities and artifiacts. Notwithstanding the foregoing, upon request by the District for a change in Consultants, Provider and District will discuss action to be taken to modify or improve Consultant behavior or performance. If said action does not result in improved behavior or performance as agreed to by both parties within five (5) business days, Provider agrees to replace Consultant. Provider shall use commercially reasonable efforts to replace such Consultants assigned to the Project in a timely fashion. Prior to subcontracting any portion of the Services, Provider shall notify the District of the proposed subcontractor, including without limitation any legal entity and/or any individual not in the exclusive employ of Provider who would be involved in any manner in the Services, and subcontract terms. If requested by the District, Provider shall also provide to the District background information with respect to the proposed subcontractor that is appropriate to the nature and scope of the subcontractor’s activities. In the event the District objects in writing to such subcontractor or the terms of any subcontract, Provider shall not use such subcontractor in connection with the Contract. In the event that the District does not so object within seven (7) Business Days after notice was given, such subcontractor or subcontract shall be deemed to be accepted. The replacement or reassignment of any subcontractor shall require the District’s prior written approval. No subcontractors have yet been approved by the District as of the execution of the Contract. No subcontracting or other arrangement shall release Provider from its responsibility for its obligations under the Contract. No subcontractor may be engaged unless such subcontractor providing services on the relevant engagement certifies in writing such certifications and qualifications as are required by the District and under applicable law, and agrees in writing with Provider to guard the confidentiality of Proprietary Information of the District to the same standard of care as binds Provider under the Contract and agrees in writing to terms and conditions with Provider consistent with Provider’s other obligations under the Contract. Unless covered by Provider’s insurance, use of such contractors shall also be conditioned on contractors’ compliance with any insurance requirements otherwise applicable to Provider. The District may require delivery of reasonable evidence of compliance with the insurance requirements as a condition of consent. Provider shall obtain from all subcontractors such rights to intellectual property as are necessary for Provider to grant to District the rights set forth in the Contract.

Provider Resources. Provider will provide District a listing of all Consultants each individual Consultant at the outset of the engagement, or prior to work commencement for an individual Consultant in the case of a later start date, or replacement of a Consultant. Consultant is defined as any provider resource working on the project including employees, contractors and sub-contractors. The District will review the selection of Consultants on the project or any replacement. The District reserves the right to interview any candidate prior to the start of said Consultant on the project. The District will share any concern with Provider regarding Consultant and District and Provider will come to mutual agreement on Consultant. It is understood that due to tight timelines and that overall responsibility of delivery of scope is Provider’s responsibility; District agreement of Consultant shall not be unreasonably withheld. Prior to Project completion, Provider shall not reassign the Contract Manager, Project Manager or any Consultant without the prior written consent of the District, which consent shall not be unreasonably withheld, except (a) upon request by the District, or (b) as the result of such individual’s death, illness, termination of employment, resignation, unsatisfactory performance, grave personal circumstances or family or maternity leave. Provider shall furthermore refrain from reassigning or reallocating work on the Project if a reasonably foreseeable consequence of such reassignment or reallocation would be to require the repetition of work or delay in the completion of the delivery of any Deliverable and associated activities and artifiacts. Notwithstanding the foregoing, upon request by the District for a change in Consultants, Provider and District will discuss action to be taken to modify or improve Consultant behavior or performance. If said action does not result in improved behavior or performance as agreed to by both parties within five (5) business days, Provider agrees to replace Consultant. Provider shall use commercially reasonable efforts to replace such Consultants assigned to the Project in a timely fashion. Prior to subcontracting any portion of the Services, Provider shall notify the District of the proposed subcontractor, including without limitation any legal entity and/or any individual not in the exclusive employ of Provider who would be involved in any manner in the Services, and subcontract terms. If requested by the District, Provider shall also provide to the District background information with respect to the proposed subcontractor that is appropriate to the nature and scope of the subcontractor’s activities. In the event the District objects in writing to such subcontractor or the terms of any subcontract, Provider shall not use such subcontractor in connection with the Contract. In the event that the District does not so object within seven (7) Business Days after notice was given, such subcontractor or subcontract shall be deemed to be accepted. The replacement or reassignment of any subcontractor shall require the District’s prior written approval. No subcontractors have yet been approved by the District as of the execution of the Contract. No subcontracting or other arrangement shall release Provider from its responsibility for its obligations under the Contract. No subcontractor may be engaged unless such subcontractor providing services on the relevant engagement certifies in writing such certifications and qualifications as are required by the District and under applicable law, and agrees in writing with Provider to guard the confidentiality of Proprietary Information of the District to the same standard of care as binds Provider under the Contract and agrees in writing to terms and conditions with Provider consistent with Provider’s other obligations under the Contract. Unless covered by Provider’s insurance, use of such contractors shall also be conditioned on contractors’ compliance with any insurance requirements otherwise applicable to Provider. The District may require delivery of reasonable evidence of compliance with the insurance requirements as a condition of consent. Provider shall obtain from all subcontractors such rights to intellectual property as are necessary for Provider to grant to District the rights set forth in the Contract.

Provider Resources. Provider will provide District a listing of all Consultants each individual Consultant at the outset of the engagement, or prior to work commencement for an individual Consultant in the case of a later start date, or replacement of a Consultant. Consultant is defined as any provider resource working on the project including employees, contractors and sub-contractors. The District will review the selection of Consultants on the project or any replacement. The District reserves the right to interview any candidate prior to the start of said Consultant on the project. The District will share any concern with Provider regarding Consultant and District and Provider will come to mutual agreement on Consultant. It is understood that due to tight timelines and that overall responsibility of delivery of scope is Provider’s responsibility; District agreement of Consultant shall not be unreasonably withheld. Prior to Project completion, Provider shall not reassign the Contract Manager, Project Manager or any Consultant without the prior written consent of the District, which consent shall not be unreasonably withheld, except (a) upon request by the District, or (b) as the result of such individual’s death, illness, termination of employment, resignation, unsatisfactory performance, grave personal circumstances or family or maternity leave. Provider shall furthermore refrain from reassigning or reallocating work on the Project if a reasonably foreseeable consequence of such reassignment or reallocation would be to require the repetition of work or delay in the completion of the delivery of any Deliverable and associated activities and artifiactsartifacts. Notwithstanding the foregoing, upon request by the District for a change in Consultants, Provider and District will discuss action to be taken to modify or improve Consultant behavior or performance. If said action does not result in improved behavior or performance as agreed to by both parties within five (5) business days, Provider agrees to replace Consultant. Provider shall use commercially reasonable efforts to replace such Consultants assigned to the Project in a timely fashion. Prior to subcontracting any portion of the Services, Provider shall notify the District of the proposed subcontractor, including without limitation any legal entity and/or any individual not in the exclusive employ of Provider who would be involved in any manner in the Services, and subcontract terms. If requested by the District, Provider shall also provide to the District background information with respect to the proposed subcontractor that is appropriate to the nature and scope of the subcontractor’s activities. In the event the District objects in writing to such subcontractor or the terms of any subcontract, Provider shall not use such subcontractor in connection with the Contract. In the event that the District does not so object within seven (7) Business Days after notice was given, such subcontractor or subcontract shall be deemed to be accepted. The replacement or reassignment of any subcontractor shall require the District’s prior written approval. No subcontractors have yet been approved by the District as of the execution of the Contract. No subcontracting or other arrangement shall release Provider from its responsibility for its obligations under the Contract. No subcontractor may be engaged unless such subcontractor providing services on the relevant engagement certifies in writing such certifications and qualifications as are required by the District and under applicable law, and agrees in writing with Provider to guard the confidentiality of Proprietary Information of the District to the same standard of care as binds Provider under the Contract and agrees in writing to terms and conditions with Provider consistent with Provider’s other obligations under the Contract. Unless covered by Provider’s insurance, use of such contractors shall also be conditioned on contractors’ compliance with any insurance requirements otherwise applicable to Provider. The District may require delivery of reasonable evidence of compliance with the insurance requirements as a condition of consent. Provider shall obtain from all subcontractors such rights to intellectual property as are necessary for Provider to grant to District the rights set forth in the Contract.