Agmt22 Association of Bay Area Gov. (ABAG)

Browse Search

DocuSign Envelope ID: 895D2A90-533F-4A74-8650-530137EA9E81 ABAG/City Innovate PROVIDER Bench Management Software Page 6 5. AMENDMENTS ABAG reserves the right to request changes in the services to be performed by PROVIDER. All such changes shall be incorporated in written amendments that specify the changes in work performed and any adjustments in compensation and schedule. All amendments shall be executed by the Executive Director or a designated representative and PROVIDER and specifically identified as amendments to the Agreement. The ABAG Project Manager is not a designated representative, for purposes of approving an amendment. 6. TERMINATION A. Termination for Convenience. ABAG may terminate this Agreement for convenience, in whole or in part, at any time by written notice to PROVIDER. Upon receipt of notice of termination, PROVIDER shall stop work under this Agreement immediately, to the extent provided in the notice of termination, and shall promptly submit its termination claim to ABAG. PROVIDER shall be reimbursed for costs incurred for incomplete deliverables up to the time of termination and a reasonable profit not to exceed 3%, plus reasonable termination costs, not to exceed the amount payable for such deliverables. If PROVIDER has any property in its possession belonging to ABAG, PROVIDER will account for the same, and dispose of it in the manner ABAG directs. Except as provided above, ABAG shall not in any manner be liable for PROVIDER’s actual or projected lost profits had PROVIDER completed the services required by this Agreement. B. Termination for Default. If PROVIDER does not deliver the work products specified in this Agreement in accordance with the delivery schedule or fails to perform in the manner called for in the Agreement, or if PROVIDER fails to comply with any other material provision of the Agreement, ABAG may terminate this Agreement for default. Termination shall be effected by serving a fifteen (15) day advance written notice of termination on PROVIDER, setting forth the manner in which PROVIDER is in default. If PROVIDER does not cure the breach or describe to ABAG’s satisfaction a plan for curing the breach within the fifteen (15) day period, ABAG may terminate the Agreement for default. In the event of such termination for default, PROVIDER will be entitled to be reimbursed only for work performed in full compliance with the contract requirements as follows: PROVIDER shall be reimbursed for costs incurred for incomplete deliverables up to the time of termination, not to exceed the amount payable for such deliverables. Such reimbursement will be offset by any costs incurred by ABAG to complete work required under the Agreement. In no event shall ABAG be required to reimburse PROVIDER for any costs incurred for work causing or contributing to the default. If PROVIDER has any property in its possession belonging to ABAG, PROVIDER will account for the same, and dispose of it in the manner ABAG directs. ABAG shall not in any manner be DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575