Common use of Appointment Services Clause in Contracts

Appointment Services. 1.1 During the Term, as defined below, of this Agreement, the City agrees to retain the Vendor for [consulting, planning, design, implementation, data migration, training, development and configuration] of the [●] and related services, including the creation of any documentation and records related to the foregoing (the "Services") as set forth in this Agreement, including the attached Schedule A to this Agreement [Note to Draft – insert “and any statement(s) of work that references this Agreement” if drafting a Master Agreement] (the "Statement(s) of Work"). The Vendor agrees to provide, as listed in and for the fees and/or rates identified in the Statement of Work, the Services. The Statement of Work more fully describe the scope, duration, and fees for the Services. Changes to the Statement of Work may be made upon prior written mutual agreement of the parties hereto. (a) [Vendor acknowledges that Services will only be performed and Deliverables only provided pursuant to a Statement of Work and that the retainer of Vendor hereunder does not guarantee that Vendor will be asked to, or obligate City to ask Vendor to, perform regular, specific or any Services or provide any Deliverables, other than stipulated in Schedule A, and Vendor should have no expectation that they will be asked to perform Services or provide Deliverables, under future Statement(s) of Work. (b) This Agreement and any Statements of Work agreed to from time to time, shall control and govern all Services performed and Deliverables provided by Vendor during the term of this Agreement. In the event of any inconsistency between the terms of this Agreement and a Statement of Work the terms of this Agreement shall govern unless the Parties expressly provide otherwise in such Statement of Work.][Insert if Master Agreement] 1.2 The Vendor agrees that it shall comply with the applicable consulting, design, build and implementation timelines and schedules, delivery priorities, deployment and commercialization milestones, and all other deadlines and time and priority related obligations concerning the provision and performance of the Services and provision of the Deliverables specified in the Statement of Work ("Performance Milestones"). Such Performance Milestones shall be delineated in a detailed project plan (“Detailed Project Plan”) which the Vendor agrees to provide to the City within 5 (five) business days of the Effective Date. 1.3 The Vendor agrees that it shall perform the Services in two phases as described in the Statement of Work (“Phase 1” and “Phase 2” respectively). The Vendor agrees that the commencement of Phase 2 shall not commence until the City has provided its Acceptance (as defined below in Section 18.3) the Deliverables provided under Phase 1. For greater certainty, the City shall be under no obligation whatsoever to pay any Applicable Charges for the performance of the Services described under Phase 2 without such prior Acceptance of the Phase 1 Deliverables. The failure or delay of the City to provide such Acceptance shall not result in any deemed acceptance whatsoever. Furthermore, and without limiting Section 9, the City may terminate this Agreement immediately, prior to the commencement of Phase 2, in the event the Deliverables provided under Phase 1 are not Accepted by the City for any reason whatsoever, including failures to meet Performance Milestones. [Note to Draft – Use this provision if there are different phases. If no "phases", perform a global search.] 1.4 Each party will appoint an individual who will serve as the primary representative of such party under this Agreement (each a "Project Manager"). Each Project Manager shall: (a) have overall responsibility for managing and coordinating the performance of the party it represents under this Agreement in a prompt and professional manner; (b) be authorized to act for and on behalf of the party it represents under this Agreement; (c) meet with the other party's Project Manager at regular agreed-upon intervals to review progress and resolve any issues relating to the Services and/or Deliverables, as defined below, which shall be detailed in each Statement of Work; and (d) attempt to resolve disputes in accordance with this Agreement. The City's Project Manager will be available as required under the applicable Statement of Work. Once the City has agreed to the Vendor 's Project Manager, the Vendor shall not change said Project Manager unless the City agrees or requires otherwise in writing. 1.5 The City shall pre-approve in writing any consultants and/or subcontractor (“Subcontractors”) to be used by the Vendor to provide the Services and/or the Deliverables, as defined below, and said Subcontractors shall be listed in the applicable Statement of Work. Vendor shall be responsible for the performance of Services by such Subcontractor, and shall be liable for all acts and omissions of Subcontractors in performing the Services to the same extent as if Vendor itself or Vendor's employees had performed such obligations and such work shall be deemed to be work performed by Vendor. The Vendor agrees that it will not change the Subcontractors listed in the applicable Statement of Work unless the City approves such a change in writing or if the City requests such a change in writing. If the City requests such a change in writing then the Vendor shall make the changes as required and pre-approved by the City within five

Appointment Services. 1.1 During the Term, as defined below, of this Agreement, the City agrees to retain the Vendor for [consulting, planning, design, implementation, data migration, training, development and configuration] of the [●] and related services, including the creation of any documentation and records related to the foregoing (the "Services") as set forth in this Agreement, including the attached Schedule A to this Agreement (the "Statement of Work") [Note to Draft – insert “and any statement(sstatement of work (the "Statement(s) of work Work" or that references this Agreement” if drafting a Master Agreement] (the "Statement(s) of Work")]. The Vendor agrees to provide, as listed in and for the fees and/or rates identified in the Statement of Work, the Services. The Statement of Work more fully describe the scope, duration, and fees for the Services. Changes to the Statement of Work may be made upon prior written mutual agreement of the parties hereto. (a) [Vendor acknowledges that Services will only be performed and Deliverables only provided pursuant to a Statement of Work and that the retainer of Vendor hereunder does not guarantee that Vendor will be asked to, or obligate City to ask Vendor to, perform regular, specific or any Services or provide any Deliverables, other than stipulated in Schedule A, and Vendor should have no expectation that they will be asked to perform Services or provide Deliverables, under future Statement(s) of Work. (b) This Agreement and any Statements of Work agreed to from time to time, shall control and govern all Services performed and Deliverables provided by Vendor during the term of this Agreement. In the event of any inconsistency between the terms of this Agreement and a Statement of Work the terms of this Agreement shall govern unless the Parties expressly provide otherwise in such Statement of Work.][Insert if Master Agreement] 1.2 The Vendor agrees that it shall comply with the applicable consulting, design, build and implementation timelines and schedules, delivery priorities, deployment and commercialization milestones, and all other deadlines and time and priority related obligations concerning the provision and performance of the Services and provision of the Deliverables specified in the Statement of Work ("Performance Milestones"). Such Performance Milestones shall be delineated in a detailed project plan (“Detailed Project Plan”) which the Vendor agrees to provide to the City within 5 (five) business days of the Effective Date. 1.3 The Vendor agrees that it shall perform the Services in two phases as described in the Statement of Work Project Plan (“Phase 1” and “Phase 2” respectively). The Vendor agrees that the commencement of Phase 2 shall not commence until the City has provided its Acceptance (as defined below in Section 18.333.3) the Deliverables provided under Phase 1. For greater certainty, the City shall be under no obligation whatsoever to pay any Applicable Charges for the performance of the Services described under Phase 2 without such prior Acceptance of the Phase 1 Deliverables. The failure or delay of the City to provide such Acceptance shall not result in any deemed acceptance whatsoever. Furthermore, and without limiting Section 99.1, the City may terminate this Agreement immediately, prior to immediately upon the commencement completion of Phase 2, 1 in the event the Deliverables provided under Phase 1 are not Accepted by the City for any reason whatsoever, including failures to meet Performance Milestones. [Note to Draft – Use this provision if there are different phases. If no "phases", perform a global search.] 1.4 Each party will appoint an individual who will serve as the primary representative of such party under this Agreement (each a "Project Manager"). Each Project Manager shall: (a) have overall responsibility for managing and coordinating the performance of the party it represents under this Agreement in a prompt and professional manner; (b) be authorized to act for and on behalf of the party it represents under this Agreement; (c) meet with the other party's Project Manager at regular agreed-upon intervals to review progress and resolve any issues relating to the Services and/or Deliverables, as defined below, which shall be detailed in each Statement of Work; and (d) attempt to resolve disputes in accordance with this Agreement. The City's Project Manager will be available as required under the applicable Statement of Work. Once the City has agreed to the Vendor Vendor's Project Manager, the Vendor shall not change said Project Manager unless the City agrees or requires otherwise in writing. 1.5 The City shall pre-approve in writing any consultants and/or subcontractor (“Subcontractors”) to be used by the Vendor to provide the Services and/or the Deliverables, as defined below, and said Subcontractors shall be listed in the applicable Statement of Work. Vendor shall be responsible for the performance of Services by such Subcontractor, and shall be liable for all acts and omissions of Subcontractors in performing the Services to the same extent as if Vendor itself or Vendor's employees had performed such obligations and such work shall be deemed to be work performed by Vendor. The Vendor agrees that it will not change the Subcontractors listed in the applicable Statement of Work unless the City approves such a change in writing or if the City requests such a change in writing. If the City requests such a change in writing then the Vendor shall make the changes as required and pre-approved by the City within five