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, in accordance with the terms and conditions of this Agreement, for a period of five (5) years commencing on February 1, 2022 and expiring on December 31, 2026 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in advance (verbally or e-mail or text message) by both Parties 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 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.

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, in accordance with the terms and conditions of this Agreement, for a period of five (5) years commencing on February 1, 2022 and expiring on December 31, 2026 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in advance (verbally or e-mail or text message) by both Parties 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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.

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, in accordance with the terms and conditions of this Agreement, for a period of five (5) years commencing on February March 1, 2022 and expiring on December 31February 28, 2026 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in advance (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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. 1.9 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). 1.10 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall complete 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 1.9. 1.11 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. 1.12 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.13 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.9, 1.10, 1.11 and 1.

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 AA and Schedule F hereto, in accordance with the terms and conditions of this Agreement, for a period of five (5) years commencing on February October 1, 2022 2021 and expiring on December 31September 30, 2026 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 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 (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will not be limited to the following: • acceptable performance of the specifications and Services / scope of work. ; • compliance to specifications/general telematics requirements; • compliance with the terms and conditions of the RFP and general performance as per RFP and this Agreementthe AVL equipment performance; • delivery of the goods / Servicesgoods/services; • the quality of goods and Services services provided/adherence to detail; • any issues/challenges that occurred during the supply and delivery of the goods / Servicesgoods/services; • efficient and effective communication between the Supplier and the Local GovernmentCity; • 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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.

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services, and/or products and perform the work (collectively the “Services”) described in Schedule A, in accordance with the terms and conditions of this Agreement, for a period of five one (51) years year commencing on February May 1, 2022 and expiring on December 31April 30, 2026 2023 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 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 (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 The Supplier shall deliver the Services on time and in accordance with the delivery schedule outlined in Schedule A, (if applicable) 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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. 1.9 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods. 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). 1.11 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall complete 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 1.10. 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. 1.13 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.14 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.10, 1.11, 1.12 and 1.

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, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on February August 1, 2022 and expiring on December July 31, 2026 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 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 (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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. 1.9 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. 1.10 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). 1.11 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall 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 1.10. 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. 1.13 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.14 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.10, 1.11, 1.12 and 1.

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, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on February June 1, 2022 and expiring on December May 31, 2026 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 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 (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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. 1.9 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). 1.10 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 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 1.10.

Services and Term. 1.1 The Supplier shall shall, notwithstanding the date signed, provide and deliver the services, and/or products and perform the work (collectively the “Services”) described in Schedule A, in accordance with the terms and conditions of this Agreement, for a period of five (5) years year commencing on February January 1, 2022 2023 and expiring on December 31, 2026 2027 (the “Term”), unless terminated earlier or renewed in accordance with this Agreement. 1.2 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 (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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. 1.9 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods. 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). 1.11 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall complete 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. 1.12 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. 1.13 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.14 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.10, 1.11, 1.12 and 1.

Services and Term. 1.1 The Supplier shall provide and deliver the services, services and/or products and perform the work (collectively the “Services”) described in Schedule AA and Schedule D hereto, in accordance with the terms and conditions of this Agreement, notwithstanding the date signed, for a period of five (5) years commencing on February August 1, 2022 and expiring on December July 31, 2026 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 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 (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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. 1.9 The Local Government shall have the right, in its sole discretion, at any time to expand or reduce the Services or Goods. 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). 1.11 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall 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 1.10. 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. 1.13 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.14 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.11, 1.12, 1.13 and 1.

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, in accordance with the terms and conditions of this Agreement, for a period of five (5) years commencing on February March 1, 2022 and expiring on December 31February 28, 2026 2027 (the “Term”), unless terminated earlier in accordance with this Agreement. 1.2 Any additional services, products or goods to be provided by the Supplier under this Agreement, other than the Services, must be approved in advance (verbally or e-mail or text message) 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. 1.3 The preparation of the Statement of Work Proposal will be undertaken and performed by the Supplier at its own expense. 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. 1.5 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. 1.6 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. 1.7 The Local Government may conduct an annual Supplier performance review. The annual performance review will include but will 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 oror the Local Government may suspend or terminate the Agreement pursuant to Section 5. 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. 1.9 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). 1.10 Prior to the commencement of any onsite Services and/or in the event of a change in Supplier or subcontractor personnel, the Supplier shall complete 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 1.9. 1.11 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. 1.12 The Supplier acknowledges and agrees that non-vaccinated individuals shall not be permitted entry to any Local Government building, facility or location. 1.13 The Local Government shall have the right to audit the Supplier for compliance with Sections 1.9, 1.10, 1.11 and 1.