recommends Sample Clauses

recommends. The City Project Manager may select the Contractor(s) from the resumes and/or interviewees and will notify the Vendor(s) of the selection. The selection criteria may include scheduling, availability of qualified and expert staff, past performance, etc. The City Project Manager may negotiate the rate with the Vendor provided the rate does not exceed the maximum hourly rate for the service category and skill level pursuant to Section 6 of this Agreement. The Vendor and the City Project Manager will complete a Service Requirement Order (Appendix B) describing the service required, the Contractor(s) assigned, rate(s), the work products to be delivered, method of knowledge and skills transfer, and if applicable, any training required, or travel and per diem expenses. An original copy of the Service Requirement Order shall be retained by the City Project Manager and the Vendor. Work under this Agreement shall, at all times, be under the direction and control of the City and shall be subject to its approval. The Vendor shall periodically review the Contractor’s work, and confer with the City, and shall prepare and present such information and materials (e.g., a detailed outline of completed work) as may be pertinent, necessary, or requested by the City to determine the adequacy of the work as it progresses or to determine the Contractor’s progress and the Vendor’s performance. Notwithstanding that the work is under the City’s direction and control, the Vendor’s Contractors shall at all times remain the employees or subcontractors of the Vendor. In particular the Vendor shall be responsible for all wages, benefits and other compensation to its employees or subcontractors. Invoicing and Payment Procedures: The Vendor will invoice the City bi-weekly at the rates agreed upon in the Service Requirement Order. In the event the Vendor is obligated to pay its Contractors overtime premium pay and/or standby pay, and in the event that the City requires Contractors to work hours or perform duties that would trigger the Vendor’s obligation to pay overtime premium pay and/or standby pay to its Contractors, the City agrees to pay the Vendor the rates for overtime premium pay and standby pay at the rates pursuant to Section 5 of this Agreement. The City shall not be invoiced and shall not pay for the Contractor’s use of the Vendor’s facility or equipment. The City shall not reimburse the Vendor or the Contractor for travel, parking, per diem, or any other expense, except when t...

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  • Recommendations The IRO’s report shall include any recommendations for improvements to Progenity’s billing and coding system or to Progenity’s controls for ensuring that all items and services billed to Medicare or a state Medicaid program are medically necessary and appropriately documented, based on the findings of the Claims Review.

  • Permission for such leave will not be unreasonably withheld The aggregate total number of days of leave, including Provincial Committee Leave, will not exceed sixty-five (65) working days in a calendar year.

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

  • Reviews (a) During the term of this Agreement and for 7 years after the term of this Agreement, the HSP agrees that the LHIN or its authorized representatives may conduct a Review of the HSP to confirm the HSP’s fulfillment of its obligations under this Agreement. For these purposes the LHIN or its authorized representatives may, upon 24 hours’ Notice to the HSP and during normal business hours enter the HSP’s premises to:

  • COMMISSIONER OR AUTHORIZED USER Contractor warrants, covenants and represents that any confidential information obtained by Contractor, its agents, Subcontractors, officers, distributors, resellers or employees in the course of performing its obligations, including without limitation, security procedures, business operations information, or commercial proprietary information in the possession of the State or any Authorized User hereunder or received from another third party, will not be divulged to any third parties without the written consent of the Commissioner or Authorized User. Contractor shall not be required to keep confidential any such material that is publicly available through no fault of Contractor, independently developed by Contractor without reliance on confidential information of the Authorized User, or otherwise obtained under the Freedom of Information Law or other applicable New York State laws and regulations. This warranty shall survive termination of this Contract. Contractor further agrees to take commercially reasonable steps as to its agents, Subcontractors, officers, distributors, resellers or employees regarding the obligations arising under this clause to insure such confidentiality.

  • Primary Responsibility The Company acknowledges that to the extent Indemnitee is serving as a director on the Company’s board of directors at the request or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the “Secondary Indemnitors”), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 15.

  • Approval This Agreement shall not be binding until it has been approved by the Committee during a duly noticed Committee meeting.

  • Managers Without amendment to this Agreement, the number of Managers, subject to the foregoing limitations, may be fixed or changed by resolution of the Sole Member. Managers shall be appointed by the Sole Member and shall hold office at the pleasure of the Sole Member. A Manager shall serve until the earlier of his or her death, resignation or removal. A Manager may be removed at any time, with or without cause, by the Sole Member. A Manager may resign at any time by delivering his or her written resignation to the Sole Member.

  • Strategy As an organization without operational services (fuel, maintenance, etc.), and in consideration that the majority of potential issues come from boat maintenance whereby the boats are personal property, the predominant strategy will be the minimization of on-site waste. With this approach, the organization will have minimal potential impact on the environment and reduce regulatory risk. To accomplish this, requirements will be established by policy, periodic communications shall occur, and audits will be utilized to provide feedback for improvement.

  • Opportunity for Review Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein.