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the parties agree to follow the dispute resolution procedures set forth in Section 5. 12.3 Access to Recipient facilities. The Recipient, depending on requirements of the Task Order, in its sole discretion, may approve any Provider employees requiring access to any Recipient facility. Should Recipient refuse access to any Provider employee attempting to act in accordance with this Agreement, the Provider shall not be held in breach of this Agreement as to the Services affected. 12.4 Staff substitution. In the event that Recipient notifies the Provider that it wishes the Provider to replace an employee of the Provider providing services to Recipient, the Recipient and Provider shall meet to attempt to resolve the Recipient's concerns. If the parties are not able to resolve the Recipient's concerns within ten (10) days after Recipient's notice to the Provider (or such later date agreed upon by both parties), the Provider shall exercise reasonable diligence to honor the Recipient's requests to replace the staff inember. 12.5 Background checks. As may be required by the Recipient and the requirements of a Task Order, the Provider shall be responsible for conducting a background check on all personnel hired after the effective date of this Agreement or after the effective date of the related Task Order who provide services to the Recipient. The background investigation shall include but not be limited to, a credit check and criminal records check for misdemeanors and felonies. If requested by the Recipient, background checks will be performed on current employees that have access to the Recipient's sensitive data. 12.6 Staff Direction. In situations where VLAWMO's staff receives direction from Roseville staff or Roseville's staff receives direction from VLAWMO's staff that may be in conflict with either VLAVVMO's or Roseville's IT strategic direction, policy or guidelines, terms and conditions of this Agreement, or that may result in potential risk to either Party's shared infrastructure, the involved staff will immediately notify the Management Committee of such potential conflict and of the relevant policy, guideline or term or condition of this Agreement and delay implementing such direction, unless immediate action is required to ensure business continuiry, until the conflict can be resolved in consultation with the Management Committee. The parties will provide one another and their respective staff inembers with copies of their respective strategic plans, policies, and guidelines and of this Agreement. Neither party is obligated to delay action based on a strategic plan, policy, guideline or term or condition ofthis Agreement if such copies have not been provided. The Management Committee will make best efforts to expedite identification and resolution of conflicts and provide prompt direction to their respective staff inembers. If the parties are not able to resolve the conflict, the provisions of Section 5(Dispute Resolution) shall apply. 12.7 Employees physically working at a facility of the other party will act in accordance with all policies and procedures regarding appropriate conduct in that party's workplace. Exceptions may be identified by the Provider and are subject to