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DocuSign Envelope ID: 895D2A90-533F-4A74-8650-530137EA9E81 <br />ABAG/City Innovate <br />PROVIDER Bench Management Software <br />Page 12 <br /> <br /> <br />subprovider, subconsultant, subcontractor or independent contractor, has an actual or apparent <br />organizational conflict of interest related to work or services contemplated under this Agreement. <br />If at any time during the term of this Agreement PROVIDER becomes aware of an <br />organizational conflict of interest in connection with the work performed hereunder, PROVIDER <br />shall immediately provide ABAG with written notice of the facts and circumstances giving rise <br />to this organizational conflict of interest. PROVIDER’s written notice will also propose <br />alternatives for addressing or eliminating the organizational conflict of interest. If at any time <br />during the period of performance of this Agreement, ABAG becomes aware of an organizational <br />conflict of interest in connection with PROVIDER’s performance of the work hereunder, ABAG <br />shall similarly notify PROVIDER. In the event a conflict is presented, whether disclosed by <br />PROVIDER or discovered by ABAG, ABAG will consider the conflict presented and any <br />alternatives proposed and meet with PROVIDER to determine an appropriate course of action. <br />ABAG’s determination as to the manner in which to address the conflict shall be final. <br />Failure to comply with this section may subject PROVIDER to damages incurred by <br />ABAG in addressing organizational conflicts that arise out of work performed by PROVIDER, <br />or to termination of this Agreement for breach. <br /> <br />19. LAWS AND REGULATIONS <br />PROVIDER shall comply with any and all applicable laws, statutes, ordinances, rules, <br />regulations, and procedural requirements of any national, state, or local government, and of any <br />agency of any such government, including but not limited to ABAG, that relate to or in any <br />manner affect the performance of the Agreement. Those laws, statutes, ordinances, rules, <br />regulations and procedural requirements that are imposed on ABAG as a recipient of federal or <br />state funds are hereby in turn imposed on PROVIDER. <br />Attachment D, State-Required Clauses, and its parts are attached hereto and incorporated <br />herein by this reference. <br />20. CLAIMS OR DISPUTES <br />PROVIDER shall be solely responsible for providing timely written notice to ABAG of <br />any claims for additional compensation and/or time in accordance with the provisions of the <br />Agreement. It is ABAG’s intent to investigate and attempt to resolve any PROVIDER claims <br />before PROVIDER has performed any disputed work. Therefore, PROVIDER’s failure to provide <br />timely notice shall constitute a waiver of PROVIDER’s claims for additional compensation and/or <br />time. <br />PROVIDER shall not be entitled to the payment of any additional compensation for any <br />cause, including any act, or failure to act, by ABAG, or the failure or refusal to issue a <br />DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575