Contract Goals A. For purposes of this procurement, OGS conducted a comprehensive search and determined that the Contract does not offer sufficient opportunities to set goals for participation by MWBEs as subcontractors, service providers, or suppliers to Contractor. Contractor is, however, encouraged to make every good faith effort to promote and assist the participation of MWBEs on this Contract for the provision of services and materials. The directory of New York State Certified MWBEs can be viewed at: xxxxx://xx.xxxxxxxxxxxxxx.xxx/FrontEnd/VendorSearchPublic.asp?TN=ny&XID=2528. Additionally, following Contract execution, Contractor is encouraged to contact the Division of Minority and Women’s Business Development ((000) 000-0000; (000) 000-0000; or (000) 000-0000) to discuss additional methods of maximizing participation by MWBEs on the Contract.
B. Good Faith Efforts Pursuant to 5 NYCRR § 142.8, evidence of good faith efforts shall include, but not be limited to, the following:
1. A list of the general circulation, trade, and MWBE-oriented publications and dates of publications in which the Contractor solicited the participation of certified MWBEs as subcontractors/suppliers, copies of such solicitations, and any responses thereto.
2. A list of the certified MWBEs appearing in the Empire State Development (“ESD”) MWBE directory that were solicited for this Contract. Provide proof of dates or copies of the solicitations and copies of the responses made by the certified MWBEs. Describe specific reasons that responding certified MWBEs were not selected.
3. Descriptions of the Contract documents/plans/specifications made available to certified MWBEs by the Contractor when soliciting their participation and steps taken to structure the scope of work for the purpose of subcontracting with, or obtaining supplies from, certified MWBEs.
4. A description of the negotiations between the Contractor and certified MWBEs for the purposes of complying with the MWBE goals of this Contract.
5. Dates of any pre-bid, pre-award, or other meetings attended by Contractor, if any, scheduled by OGS with certified MWBEs whom OGS determined were capable of fulfilling the MWBE goals set in the Contract.
6. Other information deemed relevant to the request.
Project Goals The schedule, budget, physical, technical and other objectives for the Project shall be defined.
CONTRACTOR PERFORMANCE AUDIT The Contractor shall allow the Authorized User to assess Contractor’s performance by providing any materials requested in the Authorized User Agreement (e.g., page load times, response times, uptime, and fail over time). The Authorized User may perform this Contractor performance audit with a third party at its discretion, at the Authorized User’s expense. The Contractor shall perform an independent audit of its Data Centers, at least annually, at Contractor expense. The Contractor will provide a data owner facing audit report upon request by the Authorized User. The Contractor shall identify any confidential, trade secret, or proprietary information in accordance with Appendix B, Section 9(a), Confidential/Trade Secret Materials.
Performance Goals A. The Trust and State Street have developed mutually acceptable performance goals dated March 1, 2011 , and as may be amended from time to time, regarding the manner in which they expect to deliver and receive the services under this Agreement (hereinafter referred to as “Service Level Agreement”). The parties agree that such Service Level Agreement reflects performance goals and any failure to perform in accordance with the provisions thereof shall not be considered a breach of contract that gives rise to contractual or other remedies. It is the intention of the parties that the sole remedy for failure to perform in accordance with the provisions of the Service Level Agreement, or any dispute relating to performance goals set forth in the Service Level Agreement, will be a meeting of the parties to resolve the failure pursuant to the consultation procedure described in Sections V. B. and V.C. below. Notwithstanding the foregoing, the parties hereby acknowledge that any party’s failure (or lack thereof) to meet the provisions of the Service Level Agreement, while not in and of itself a breach of contract giving rise to contractual or other remedies, may factor into the Trust’s reasonably determined belief regarding the standard of care exercised by State Street hereunder.
Performance Measure Grantee will adhere to the performance measures requirements documented in
Performance Levels (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6.
(b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network.
(c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder.
(d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e).
(e) In the event that the Access Holder and/or the Operator
(i) does not comply in any material respect with the Train Service Description; and
(ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to:
(iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and
(iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description.
(f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.
Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.
PERFORMANCE OBJECTIVES 4.1 The Performance Plan (Annexure A) sets out-
4.1.1 the performance objectives and targets that must be met by the Employee; and
4.1.2 the time frames within which those performance objectives and targets must be met.
4.2 The performance objectives and targets reflected in Annexure A are set by the Employer in consultation with the Employee and based on the Integrated Development Plan, Service Delivery and Budget Implementation Plan (SDBIP) and the Budget of the Employer, and shall include key objectives; key performance indicators; target dates and weightings.
4.2.1 The key objectives describe the main tasks that need to be done.
4.2.2 The key performance indicators provide the details of the evidence that must be provided to show that a key objective has been achieved.
4.2.3 The target dates describe the timeframe in which the work must be achieved.
4.2.4 The weightings show the relative importance of the key objectives to each other.
4.3 The Employee’s performance will, in addition, be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan.
Performance Factors (a) Each party will notify the other party of the existence of a Performance Factor, as soon as reasonably possible after the party becomes aware of the Performance Factor. The Notice will: describe the Performance Factor and its actual or anticipated impact; include a description of any action the party is undertaking, or plans to undertake, to remedy or mitigate the Performance Factor; indicate whether the party is requesting a meeting to discuss the Performance Factor; and address any other issue or matter the party wishes to raise with the other party.
(b) The recipient party will provide a written acknowledgment of receipt of the Notice within 7 Days of the date on which the Notice was received (“Date of the Notice”).
(c) Where a meeting has been requested under paragraph 7.2(a)(3), the parties agree to meet and discuss the Performance Factors within 14 Days of the Date of the Notice, in accordance with the provisions of section 7.3.
Performance Goal (a) Subject to the following sentence, the Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of this Agreement to the contrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal). If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement.
(b) Depending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each PSU shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each PSU. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each PSU (with such number of whole and/or partial Shares being hereafter referred to as the “Share Delivery Factor”). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.
