Common use of Engagement of Contractor Clause in Contracts

Engagement of Contractor. ‌ 2.01 By this Contract, the City engages the Contractor and the Contractor hereby agrees to faithfully and diligently perform the Services set forth in Exhibit A, in accordance with the terms and con- ditions contained in this Contract. 2.02 The Contractor shall perform in a satisfactory manner as shall be determined within the sole and reasonable discretion of the City. In the event that there shall be any dispute between the parties with regard to the extent, character and progress of the Services to be performed or the quality of performance under this Contract, the interpretation and determination of the City shall govern. 2.03 The Contractor shall confer as necessary and cooperate with the City in order that the Services may proceed in an efficient and satisfactory manner. The Services are deemed to include all con- ferences, consultations and public hearings or appearances deemed necessary by the City to en- sure that the Contractor will be able to properly and fully perform the objectives as set forth in this Contract. 2.04 All Services are subject to review and approval of the City for completeness and fulfillment of the requirements of this Contract. Neither the City's review, approval nor payment for any of the Services shall be construed to operate as a waiver of any rights under this Contract, and the Con- tractor shall be and will remain liable in accordance with applicable law for all damages to the City caused by the Contractor's negligent performance or nonperformance of any of the Services furnished under this Contract. 2.05 The Services shall be performed as set forth in Exhibit A, or at such other locations as are deemed appropriate by the City and the Contractor for the proper performance of the Services. 2.06 The City and the Contractor expressly acknowledge their mutual understanding and agreement that there are no third party beneficiaries to this Contract and that this Contract shall not be con- strued to benefit any persons other than the City and the Contractor. 2.07 It is understood that this Contract is not an exclusive services contract, that during the term of this Contract the City may contract with other firms, and that the Contractor is free to render the same or similar services to other clients, provided the rendering of such services does not affect the Contractor’s obligations to the City in any way.

Engagement of Contractor. ‌ 2.01 By this Contract, the City engages the Contractor and the Contractor hereby agrees to faithfully and diligently perform the Services set forth in Exhibit A, in accordance with the terms and con- ditions contained in this Contract. 2.02 The Contractor shall perform in a satisfactory manner as shall be determined within the sole and reasonable discretion of the City. In the event that there shall be any dispute between the parties with regard to the extent, character and progress of the Services to be performed or the quality of performance under this Contract, the interpretation and determination of the City shall govern. 2.03 The Contractor shall confer as necessary and cooperate with the City in order that the Services may proceed in an efficient and satisfactory manner. The Services are deemed to include all con- ferences, consultations and public hearings or appearances deemed necessary by the City to en- sure that the Contractor will be able to properly and fully perform the objectives as set forth in this Contract. 2.04 All Services are subject to review and approval of the City for completeness and fulfillment of the requirements of this Contract. Neither the City's review, approval nor payment for any of the Services shall be construed to operate as a waiver of any rights under this Contract, and the Con- tractor shall be and will remain liable in accordance with applicable law for all damages to the City caused by the Contractor's negligent performance or nonperformance of any of the Services furnished under this Contract. 2.05 The Services shall be performed as set forth in Exhibit A, or at such other locations as are deemed appropriate by the City and the Contractor for the proper performance of the Services. 2.06 The City and the Contractor expressly acknowledge their mutual understanding and agreement that there are no third party beneficiaries to this Contract and that this Contract shall not be con- strued to benefit any persons other than the City and the Contractor. 2.07 It is understood that this Contract is not an exclusive services contract, that during the term of this Contract the City may contract with other firms, and that the Contractor is free to render the same or similar services to other clients, provided the rendering of such services does not affect the Contractor’s obligations to the City in any way.

Engagement of Contractor. ‌ 2.01 By this Contract, the City engages the Contractor Contractor, and the Contractor hereby agrees to faithfully and diligently perform provide the Services System set forth in Exhibit A, in accordance with the terms and con- ditions conditions contained in this Contract. 2.02 The Contractor and the System shall perform in a satisfactory manner as shall be determined within the sole and reasonable discretion of the City. In the event that there shall be any dispute between the parties with regard to the extent, character and progress of the Services System to be performed provided or the quality of performance under this Contract, the interpretation and determination of the City shall govern. 2.03 . The Contractor shall confer as necessary and cooperate with the City in order that the Services implementation of the System may proceed in an efficient and satisfactory manner. The Services are deemed to include Contractor must attend all con- ferencesconferences, consultations and public hearings or appearances deemed necessary by the City to en- sure ensure that the Contractor will be able to properly and fully perform the objectives as set forth in this Contract. 2.04 All Services are The System is subject to review the review, approval and approval acceptance of the City for completeness and fulfillment of the requirements of this Contract. Neither the City's review, approval nor payment for any of the Services amounts listed on Exhibit B shall be construed to operate as a waiver of any rights under this Contract, and the Con- tractor Contractor shall be and will remain liable in accordance with applicable law for all damages to the City caused by the Contractor's negligent incorrect performance or nonperformance of any of the Services System furnished under this Contract. 2.05 The Services shall be performed as set forth in Exhibit A, or at such other locations as are deemed appropriate by the City and the Contractor for the proper performance of the Services. 2.06 . The City and the Contractor expressly acknowledge their mutual understanding and agreement that there are no third third-party beneficiaries to this Contract and that this Contract shall not be con- strued construed to benefit any persons other than the City and the Contractor. 2.07 It is understood . The City will not directly or indirectly through any third parties attempt to reverse-engineer or de-compile the operation of the System in any manner through current or future available technologies, except that the City may perform all authorized acts under the terms of this Contract is not an exclusive services contractContract, that during including without limitation, modifying the Data. During the term of this Contract the Contract shall provide the City may contract access to Work Product immediately upon the City’s request. Upon its termination of this Contract the Contractor shall deliver or provide prompt access to the City to the Work Product. This covenant shall survive the termination of this Contract. The Contract will provide the City with other firms, and sixty (60) days written notice in case the Contractor stops using the _____________cloud as described on Exhibit A. The City agrees that the Contractor is free may use and disclose the “City of Detroit, Michigan” in its marketing material with prior written approval of the City, which will not be unreasonably withheld. The City shall be entitled to render provide the same or similar services to other clients, provided Contractor with information and feedback concerning the rendering of such services System’s functional requirements and product definition which are not addressed in Exhibit A and which the Contractor shall consider when formulating the product development roadmap and plans. This co-operative process between Contractor and the City does not affect create any ownership interest on the Contractorpart of the City in the products so developed by the Contractor should the Contractor incorporate any of the City’s obligations suggestions into the development plan or ultimately into the System. On March 1, June 1, September 1 and January 1, of each calendar year during the term of this Contract, the Contractor shall provide “Call Center Performance Reports” to the City which shall contain the number of calls for service, the level of urgency of the call and whether the problem was resolved on the call. Upon execution of this Contract, the Contractor shall provide proof of their ISO 27001 certification and for each year thereafter during the term of this Contract, the Contractor shall an update the proof of ISO 27001 certification. In the alternative, for each calendar year during the term of this Contract, Contractor agrees to provide, at no cost, to the City, within the earlier of (i) ninety (90) days after the end of each calendar year or (ii) thirty (30) days after Contractor’s receipt, a copy of the SOC 2 Type 2 Report containing a detailed description of how the Contractor is managing the Data, including how Data is kept secure from unauthorized use and how it is securely processed. Within 10 days of when the Contractor becomes aware of a data breach or potential data breach, the Contractor shall immediately notify the City in any waywriting of the breach or potential breach. In the notification, the Contractor shall include information about the breach or potential breach, including, but not limited to, the timing and duration of the breach or potential breach, the impact on the City’s operation or use of the System, if any, and the steps taken or to be taken to address the breach, mitigate the damages and steps to recover. The Contractor hereby grants the City a non-exclusive, non-transferable right to Use and access the System for the City’s internal business purposes, during the term of this Contract.

Engagement of Contractor. ‌ 2.01 2.1 By this Contract, the City engages the Contractor Contractor, and the Contractor hereby agrees to faithfully and diligently perform the Services set forth in Exhibit A, in accordance with the terms and con- ditions conditions contained in this Contract. 2.02 2.2 The Contractor shall perform in a satisfactory manner as shall be determined within the sole and reasonable discretion of the City. In the event that there shall be any dispute between the parties with regard to the extent, character and progress of the Services to be performed or the quality of performance under this Contract, the interpretation and determination of the City shall govern. 2.03 2.3 The Contractor shall confer as necessary and cooperate with the City in order that the Services may proceed in an efficient and satisfactory manner. The Services are deemed to include all con- ferencesconferences, consultations and public hearings or appearances deemed necessary by the City to en- sure ensure that the Contractor will be able to properly and fully perform the objectives as set forth in this Contract. 2.04 2.4 All Services are subject to review and approval of the City and the Government-Grantor Agency for completeness and fulfillment of the requirements of this Contract. Neither the City's review, approval nor payment for any of the Services shall be construed to operate as a waiver of any rights under this Contract, and the Con- tractor Contractor shall be and will remain liable in accordance with applicable law for all damages to the City caused by the Contractor's negligent performance or nonperformance of any of the Services furnished under this Contract. 2.05 2.5 The Services shall be performed as set forth in Exhibit A, or at such other locations as are deemed appropriate by the City and the Contractor for the proper performance of the Services. 2.06 2.6 The City and the Contractor expressly acknowledge their mutual understanding and agreement that there are no third third-party beneficiaries to this Contract and that this Contract shall not be con- strued construed to benefit any persons other than the City and the Contractor. 2.07 2.7 It is understood that this Contract is not an exclusive services contract, that during the term of this Contract the City may contract with other firms, and that the Contractor is free to render the same or similar services to other clients, provided the rendering of such services does not affect the Contractor’s obligations to the City in any way.

Engagement of Contractor. ‌ 2.01 By this Contract, the City engages the Contractor and the Contractor hereby agrees to faithfully and diligently perform the Services set forth in Exhibit A, in accordance with the terms and con- ditions conditions contained in this Contract. 2.02 The Contractor shall perform in a satisfactory manner as shall be determined within the sole and reasonable discretion of the City. In the event that there shall be any dispute between the parties with regard to the extent, character and progress of the Services to be performed or the quality of performance under this Contract, the interpretation and determination of the City shall govern. 2.03 The Contractor shall confer as necessary and cooperate with the City in order that the Services may proceed in an efficient and satisfactory manner. The Services are deemed to include all con- ferencesconferences, consultations and public hearings or appearances deemed necessary by the City to en- sure ensure that the Contractor will be able to properly and fully perform the objectives as set forth in this Contract. 2.04 All Services are subject to review and approval of the City for completeness and fulfillment of the requirements of this Contract. Neither the City's review, approval nor payment for any of the Services shall be construed to operate as a waiver of any rights under this Contract, and the Con- tractor Contractor shall be and will remain liable in accordance with applicable law for all damages to the City caused by the Contractor's negligent performance or nonperformance of any of the Services furnished under this Contract. 2.05 The Services shall be performed as set forth in Exhibit A, or at such other locations as are deemed appropriate by the City and the Contractor for the proper performance of the Services. 2.06 The City and the Contractor expressly acknowledge their mutual understanding and agreement that there are no third party beneficiaries to this Contract and that this Contract shall not be con- strued construed to benefit any persons other than the City and the Contractor. 2.07 It is understood that this Contract is not an exclusive services contract, that during the term of this Contract the City may contract with other firms, and that the Contractor is free to render the same or similar services to other clients, provided the rendering of such services does not affect the Contractor’s obligations to the City in any way.

Engagement of Contractor. ‌ 2.01 By this Contract, the City GLWA engages the Contractor and the Contractor hereby agrees to faithfully and diligently perform the Services set forth in Exhibit A, in accordance with the terms and con- ditions conditions contained in this Contract. 2.02 The Contractor shall perform in a satisfactory manner as shall be determined within the sole and reasonable discretion of the CityGLWA. In the event that there shall be any dispute between the parties with regard to the extent, character and progress of the Services to be performed or the quality of performance under this Contract, the interpretation and determination of the City GLWA shall govern. 2.03 . The Contractor shall confer as necessary and cooperate with the City GLWA in order that the Services may proceed in an efficient and satisfactory manner. The Services are deemed to include all con- ferencesconferences, consultations and public hearings or appearances deemed necessary by the City GLWA to en- sure ensure that the Contractor will be able to properly and fully perform the objectives as set forth in this Contract. 2.04 All Services are subject to review and approval of the City GLWA for completeness and fulfillment of the requirements of this Contract. Neither the CityGLWA's review, approval nor payment for any of the Services shall be construed to operate as a waiver of any rights under this Contract, and the Con- tractor Contractor shall be and will remain liable in accordance with applicable law for all damages to the City GLWA caused by the Contractor's negligent performance or nonperformance of any of the Services furnished under this Contract. 2.05 The Services shall be performed as set forth in Exhibit A, or at such other locations as are deemed appropriate by the City GLWA and the Contractor for the proper performance of the Services. 2.06 . The City GLWA and the Contractor expressly acknowledge their mutual understanding and agreement that there are no third party beneficiaries to this Contract and that this Contract shall not be con- strued construed to benefit any persons other than the City GLWA and the Contractor. 2.07 . It is understood that this Contract is not an exclusive services contract, that during the term of this Contract the City GLWA may contract with other firms, and that the Contractor is free to render the same or similar services to other clients, provided the rendering of such services does not affect the Contractor’s obligations to the City GLWA in any way. When the Services include the installation of certain equipment and/or products, Contractor is required to review the proposed equipment/products to ensure that they are, at a minimum, “Energy Star” rated. All proposed equipment/product choices must be reviewed by a qualified GLWA Energy Manager for approval only as to the sufficiency of the “Energy Star” rating and/or other applicable energy efficiency ratings; GLWA assumes no responsibility for the adequacy, capability or appropriateness of the equipment/product selected by Contractor as it relates to successful completion of the Services. Contractor must supply all required documentation that will qualify GLWA for energy program incentives offered by other utilities provided, however, that the process of applying for energy program incentives will be the responsibility of the GLWA Energy Manager.