Common use of Services and Term Clause in Contracts

Services and Term. 1.1 The Supplier shall provide and deliver the services and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E hereto, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on May 1, 2022 and expiring on April 30, 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement for two (2) additional two (2) year terms (each, a “Renewal Term”). The first Renewal Term would commence on May 1, 2027 and would expire on April 30, 2029; and the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 2031. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will continue for any Renewal Term, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based on meeting product objectives. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submit, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 2 contracts

Sources: Supply Agreement, Supply Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E heretoA, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five one (51) years year commencing on May June 1, 2022 and expiring on April 30May 31, 2027 2023 (the “Term”), unless terminated earlier or renewed in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement for two one (21) additional two one (21) year terms term (each, a “Renewal Term”). The first representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. The Renewal Term would commence on May June 1, 2027 2023 and would expire on April 30May 31, 2029; and the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 20312024. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will shall continue for any and all Renewal TermTerms, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, to issue a change order at any time to expand or reduce the Services or Goods based on meeting product objectivesGoods. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submitcomplete and provide, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Consultation Services Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E hereto, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five three (53) years commencing on May December 1, 2022 and expiring on April November 30, 2027 2025 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement for two (2) additional two one (21) year terms (each, a “Renewal Term”). The first Renewal Term would commence on May December 1, 2027 2025 and would expire on April November 30, 20292026; and the second Renewal Term would commence on May December 1, 2029 2026 and would expire on April November 30, 20312027. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will shall continue for any and all Renewal TermTerms, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal TermsTerms in writing. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based on meeting product objectivesGoods. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submitcomplete and provide, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Supply and Delivery Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E hereto, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on May 1, the date the Local Government adopts a resolution awarding the RFP in April in 2022 and expiring on April 30December 31, 2027 2026 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement Agreement, at it’s sole option, subject to satisfactory performance of the Supplier and acceptable pricing of fees, for two three (23) additional two five (25) year terms (each, a “Renewal Term”). The first Renewal Term would commence on May January 1, 2027 and would expire on April 30December 31, 2029; and the 2031. The second Renewal Term would commence on May January 1, 2029 2032 and would expire on April 30December 31, 20312036. The third and last Renewal Term would commence on January 1, 2037 and would expire on December 31, 2041. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term initial five year term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second any subsequent Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial initial Term will continue for any Renewal Term, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. ; • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per the RFP and this Agreement; • delivery of the goods / goods/Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / goods/Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; invoicing • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based on meeting product objectivesGoods. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submitcomplete and provide, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Service Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E heretoA, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on May 1, 2022 and expiring on April 30, 2027 segments (the “Term”)) as follows): First (1st) Segment: November 15, 2022 to April 15, 2023, Second (2nd) Segment: November 15, 2023 to April 15, 2024, Third (3rd) Segment: November 15, 2024 to April 15, 2025, Fourth (4th) Segment: November 15, 2025 to April 15, 2026, and Fifth (5th) Segment: November 15, 2026 to April 15, 2027, unless terminated earlier or renewed in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement for two (2) additional two (2) year terms (each, a “Renewal Term”). The first Renewal Term would commence on May 1, 2027 and would expire on April 30, 2029; and the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 2031. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will continue for any Renewal Term, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 1.4 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 1.5 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 1.6 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 1.8 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 1.9 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based Goods, including but not limited to, adding or removing a location listed on meeting product objectivesthe Schedule A Services/Scope of Work. 1.11 1.10 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 1.11 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submitcomplete and provide, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.111.10. 1.13 1.12 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 1.13 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 1.14 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.10, 1.11, 1.12, 1.13 1.12 and 1.

Appears in 1 contract

Sources: Service Agreement

Services and Term. 1.1 Audiovox agrees to provide the Services set forth on Schedule "A" of this Agreement during the initial term commencing on the date of the Closing and ending on the six month anniversary of the date of the Closing (the "Initial Term"). The Supplier Initial Term shall provide and deliver be automatically extended for successive one-month periods (not to exceed six additional months) (the services and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E hereto"Further Term" and, in accordance together with the terms and conditions Initial Term, the "Term"); provided, however, that notwithstanding any other provision of this Agreement, notwithstanding the date signedUTSI may terminate any or all Services, for a period of five (5) years commencing on May 1either in whole or in part, 2022 and expiring on April 30, 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew under this Agreement for two upon fifteen (215) additional two (2) year terms (each, a “Renewal Term”)business days' written notice. The first Renewal Term would commence on May 1, 2027 and would expire on April 30, 2029; and Audiovox may terminate the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 2031. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier Services hereunder effective upon not less than thirty (30) days prior after the receipt of written notice of default from Audiovox to the end of the Term for the first Renewal Term and not less than thirty (30) days prior UTSI if UTSI has failed to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will continue for pay any Renewal Term, in each case, subject amounts owing to any amendment in accordance with this Agreement. The representatives of the Parties identified Audiovox under Section 19.11 Notices shall acknowledge 2 hereof or if UTSI has failed to pay any Renewal Terms. 1.3 Any additional services, products or goods amounts finally determined to be provided by the Supplier owing to Audiovox under this Agreement, any other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such servicesagreement between UTSI and Audiovox. In the event that there is a dispute in any such additional services are performed by the Supplier without written agreement by the Partiesamounts owing, the Local Government parties shall negotiate in good faith to resolve such dispute as soon as possible. Upon the termination of any Service pursuant to this Section 1, Audiovox will have no further obligation to provide the terminated Service (or any Service, in the case of termination of this Agreement) and UTSI will remain liable to Audiovox for any amounts owed to Audiovox under this Agreement prior to the effective date of such termination; provided, however, that the monthly or weekly service fee for such terminated Service (or any Service, in the case of termination of this Agreement) set forth in Schedule B shall be prorated. The provisions of Sections 4, 5 and 6 of this Agreement shall not be required to pay the Supplier any fees terminated or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed affected by the Supplier at its own expense. 1.5 All rights and obligations termination of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under any Service or this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based on meeting product objectives. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submit, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Transition Services Agreement (Audiovox Corp)

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services and/or products services, and perform the work (collectively the “Services”) described in Schedule A and Schedule E heretoA, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five one (51) years year commencing on May February 1, 2022 2023 and expiring on April 30January 31, 2027 2024 (the “Term”), unless terminated earlier or renewed in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option engage the Supplier for additional work or Excess Services with respect to the Building Safer Communities project, and as such, may renew this Agreement for two (2) additional two one (21) year terms (each, each a “Renewal Term”). The representatives of the Parties identified under Section 19.11 Notices are authorized to and shall acknowledge any Renewal Terms of this Agreement. The first Renewal Term would commence on May February 1, 2027 2024 and would expire on April 30January 31, 2029; and the 2025. The second Renewal Term would commence on May February 1, 2029 2025 and would expire on April 30January 31, 20312026. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for or the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will shall continue for any and all Renewal TermTerms, in each case, subject to any amendment amendment(s) in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; and • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based on meeting product objectivesGoods. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submit, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Consultation Services Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E hereto, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on May January 1, 2022 2023, and expiring on April 30December 31, 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. The Supplier shall also deliver substantial completion of the Services in that the electronic fare collection subsystem will be delivered to the Local Government and shall be operational on or before March 31, 2023. 1.2 The Local Government may renew this Agreement, at its sole discretion option, subject to satisfactory performance of the Supplier and option renew this Agreement acceptable pricing of fees, for two three (23) additional two five (25) year terms (each, a “Renewal Term”). The first Renewal Term would commence on May January 1, 2027 2028 and would expire on April 30December 31, 2029; and the 2032. The second Renewal Term would commence on May January 1, 2029 2033 and would expire on April 30December 31, 20312037. The third and last Renewal Term would commence on January 1, 2038 and would expire on December 31, 2042. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term initial five-year term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second any subsequent Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial initial Term will continue for any Renewal Term, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based on meeting product objectives. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submit, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Supply and Installation Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E heretoA, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on May 1, 2022 and expiring on April 30, 2027 segments (the “Term”)) as follows): First (1st) Segment – November 15, 2022, to April 15, 2023, Second (2nd) Segment – November 15, 2023, to April 15, 2024, Third (3rd) Segment – November 15, 2024, to April 15, 2025, Fourth (4th) Segment – November 15, 2025, to April 15, 2026, and Fifth (5th) Segment – November 15, 2026, to April 15, 2027, unless terminated earlier or renewed in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement for two (2) additional two (2) year terms (each, a “Renewal Term”). The first Renewal Term would commence on May 1, 2027 and would expire on April 30, 2029; and the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 2031. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will continue for any Renewal Term, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 1.4 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 1.5 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 1.6 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 1.8 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 1.9 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based Goods, including but not limited to, adding or removing a location listed on meeting product objectivesthe Schedule A Services/Scope of Work. 1.11 1.10 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 1.11 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submitcomplete and provide, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.111.10. 1.13 1.12 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 1.13 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 1.14 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.10, 1.11, 1.12, 1.13 1.12 and 1.

Appears in 1 contract

Sources: Supply of Services Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E heretoA, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on May 1, 2022 and expiring on April 30, 2027 segments (the “Term”)) as follows): First (1st) Segment – November 15, 2022, to April 15, 2023, Second (2nd) Segment – November 15, 2023, to April 15, 2024, Third (3rd) Segment – November 15, 2024, to April 15, 2025, Fourth Segment – November 15, 2025, to April 15, 2026, and Fifth (5th) Segment – November 15, 2026, to April 15, 2027, unless terminated earlier or renewed in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement for two (2) additional two (2) year terms (each, a “Renewal Term”). The first Renewal Term would commence on May 1, 2027 and would expire on April 30, 2029; and the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 2031. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will continue for any Renewal Term, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 1.4 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 1.5 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 1.6 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 1.8 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 1.9 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based Goods, including but not limited to, adding or removing a location listed on meeting product objectivesthe Schedule A Services/Scope of Work. 1.11 1.10 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 1.11 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submitcomplete and provide, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.111.10. 1.13 1.12 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 1.13 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 1.14 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.10, 1.11, 1.12, 1.13 1.12 and 1.

Appears in 1 contract

Sources: Service Agreement

Services and Term. 1.1 The Supplier shall agrees to provide and deliver the services and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E hereto, in accordance with the terms and conditions of this Agreement, notwithstanding during the date signed, for a period of five (5) years commencing on May 1the nnth day of mmm, 2022 yyyy, and expiring on April 30the nnth day of mmm, 2027 yyyy (the “Initial Term”), unless terminated earlier in accordance with this Agreement. 1.2 . The Local Government may at its sole discretion and Society shall have the option to renew this Agreement for two [nnnn (2) additional two #)] consecutive one (21) year terms renewal periods (each, each a “Renewal Term”). The first Renewal Term would commence on May 1, 2027 and would expire on April 30, 2029; and the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 2031. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end expiry of the Initial Term for or the first Renewal Term and not less than thirty (30) days prior to the end expiry of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will continue for any Renewal Term, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 1.2 The Supplier shall provide the Services and discharge its duties to the Local Government Society hereunder in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstancesmanner, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government Society under this Agreement. 1.7 1.3 The Supplier Services shall deliver the Services be delivered on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, Society and conform in all respects with the Local GovernmentSociety’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government Society or accepted by the Local Government Society until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreementhereof. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but 1.4 If the Society, in its sole discretion, agrees to renew this Agreement any such renewal shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the on such terms and conditions as the parties may agree, and any amendment to this Agreement reflecting such renewal shall be signed by the parties prior to the expiration of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriateInitial Term or Renewal Term. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement Article 1.4 shall constitute or be deemed to constitute any assurance or representation by the Local Government Society to the Supplier that this Agreement will be renewed or extendedrenewed. 1.10 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods based on meeting product objectives. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submit, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.11. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Service Agreement

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services services, and/or products and perform the work (collectively the “Services”) described in Schedule A and Schedule E heretoA, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five one (51) years year commencing on May June 1, 2022 and expiring on April 30May 31, 2027 2023 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 The Local Government may at its sole discretion and option renew this Agreement for two one (21) additional two one (21) year terms term (each, a “Renewal Term”). The first representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. The Renewal Term would commence on May June 1, 2027 2023 and would expire on April 30May 31, 2029; and the second Renewal Term would commence on May 1, 2029 and would expire on April 30, 20312024. The Local Government shall provide notice of any intention to renew this Agreement to the Supplier not less than thirty (30) days prior to the end of the Term for the first Renewal Term and not less than thirty (30) days prior to the end of the first Renewal Term for the second Renewal Term. The terms and conditions of this Agreement in effect at the end of the Initial Term will shall continue for any and all Renewal TermTerms, in each case, subject to any amendment in accordance with this Agreement. The representatives of the Parties identified under Section 19.11 Notices shall acknowledge any Renewal Terms. 1.3 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in writing in advance by both Parties in a Statement of Work before the Supplier may perform such services. In the event that any such additional services are performed by the Supplier without written agreement by the Parties, the Local Government shall not be required to pay the Supplier any fees or other amounts in respect thereof, and Supplier will not be obligated to continue to perform such additional services. 1.4 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 1.5 All rights and obligations of the Parties under this Agreement shall be deemed to apply to such Statement of Work as if fully set forth therein. 1.6 The Supplier shall provide the Services and discharge its duties to the Local Government in a competent, professional and timely manner to the standard of care ordinarily exercised by other members of its profession under similar circumstances, and shall assign only duly qualified, competent and skilled personnel to carry out its obligations to the Local Government under this Agreement. 1.7 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, and as agreed to by the Local Government, and conform in all respects with the Local Government’s requirements. The Services shall not be deemed to be completed to the satisfaction of the Local Government or accepted by the Local Government until all requirements have been met by the Supplier in accordance with the terms and conditions of this Agreement. 1.8 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but shall not be limited to the following: • acceptable performance of the specifications and Services / scope of work. • compliance to specifications/general requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreement; • delivery of the goods / Services; • the quality of goods and Services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Services; • efficient and effective communication between the Supplier and the Local Government; • proper invoicing; • proper reporting; and • any other factors that the Local Government deems appropriate. If the Local Government identifies performance issues related to any of the Services or Goods, the Local Government will promptly notify the Supplier of such concerns verbally or in writing, and will provide a reasonable level of specificity related to the issue. The Supplier will have five (5) business days to respond in an effort to mitigate and address the Local Government’s concerns (the “Remediation Period”). In the event that the Supplier has not improved to the satisfaction of the Local Government following the Remediation Period, the Local Government may request that the Supplier take specific action such as but not limited to removing an individual from performing the Services or the Local Government may suspend or terminate the Agreement pursuant to Section 5. 1.9 Nothing in this Agreement shall constitute or be deemed to constitute any assurance or representation by the Local Government to the Supplier that this Agreement will be renewed or extended. 1.10 The Local Government shall have the right, in its sole discretion, to issue a change order at any time to expand or reduce the Services or Goods based on meeting product objectivesGoods. 1.11 The Supplier shall ensure that all personnel employed in the delivery of the Services that attend and enter a Local Government building, facility or location whether its own employees or a subcontractor’s, are fully vaccinated against COVID-19. For the purposes of this requirement, an individual is considered to be fully vaccinated fourteen (14) days after receiving the full series of a COVID-19 vaccine or combination of COVID-19 vaccines approved by the World Health Organization (e.g., two doses of a two-dose vaccine series or one dose of a single-dose vaccine series, and any required boosters or as per the current World Health Organization approvals at the time of delivery of the Services). 1.12 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall submitcomplete and provide, upon request of the Local Government, a (corporate) officer’s certificate/attestation or complete a certificate/attestation form provided by the Local Government that all personnel providing onsite services at a Local Government building, facility or location are fully vaccinated as set out in Section 1.111.10. 1.13 The Supplier acknowledges and agrees that until further notice, the Local Government requires all onsite individuals complete a mandatory active health screening process, upon request, which may include a question on vaccination status. 1.14 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.15 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

Appears in 1 contract

Sources: Consultation Services Agreement