Common use of Compensation; Maximum Compensation Amount Clause in Contracts

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” attached hereto and incorporated herein (the “Schedule of Compensation”). Prices shall be firm as set forth in the Schedule of Compensation for the Term and, if the Board elects to exercise any renewal option, will be negotiated and agreed between the parties and approved by the Board. There will be no reimbursable expenses. The maximum compensation payable to Vendor for Products and Services during the Term shall not exceed the amount set forth in the authorizing Board Report, as referenced on the signature page of the Contract (as may be amended) (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this Contract. Vendor agrees not to perform beyond the above referenced not-to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. The Board shall not be obligated to pay for any Products, Services or other deliverables not in compliance with this Contract. For any returned Products, the Board shall either debit or offset from Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contract. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract and the Board shall not be obligated to pay for any Products or Services not in compliance with this Contract. In the event the Contract is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided.

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” the Schedule of Compensation to be attached hereto to this Agreement and incorporated herein as Exhibit C (the “Schedule of Compensation”). Prices shall be firm as set forth in the Schedule of Compensation for the Term and, if the Board elects to exercise any renewal Renewal option, will be negotiated and agreed between the parties and approved determined by the BoardBoard and will be capped for any such Renewal Term at the amounts set forth in the Schedule of Compensation. There will be no reimbursable expenses. The aggregate maximum compensation payable to the Vendor for Products and Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report, Report as referenced on the signature page of the Contract (as may be amended) Agreement (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this Contractas may be amended. Vendor agrees not to perform perform, and waives any and all claims for payment of Products and Services that would result in xxxxxxxx, beyond the above referenced not-to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. The Board shall not be obligated to pay reimburse for any Products, Services or other deliverables not in compliance with this Contract. For any returned Products, the Board shall either debit or offset from Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contractexpenses. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- to-exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this ContractAgreement. In the event the Contract Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided. If Vendor overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the overcharge, plus interest at the rate of 3% per month from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Vendor under this or any other agreement between Vendor and the Board.

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” the Schedule of Compensation to be attached hereto to this Agreement and incorporated herein as Exhibit B (the “Schedule of Compensation”). Prices shall be firm based on labor categories as set forth in the Schedule of Compensation for the Term and, if the Board elects to exercise any renewal Renewal option, will be negotiated and agreed between the parties and approved determined by the BoardBoard and will be capped for any such Renewal Term at the labor category hourly rates set forth in the Schedule of Compensation. There will be no reimbursable expenses. The aggregate maximum compensation payable to Vendor for Products and Services during the Term shall not exceed the amount set forth in the authorizing Board Report, as referenced on the signature page of the Contract two hundred and fifty thousand dollars (as may be amended$250,000.00) (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this Contract. Vendor agrees not to perform perform, and waives any and all claims for payment of Products and Services that would result in xxxxxxxx, beyond the above referenced not-to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereofthereof signed by both parties. The Board shall not be obligated to pay reimburse for any Products, Services or other deliverables not in compliance with this Contract. For any returned Products, the Board shall either debit or offset from Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contractexpenses. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- to-exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this ContractAgreement. In the event the Contract Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided. If Vendor overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the overcharge, plus interest at the rate of 3% per month from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Vendor under this or any other agreement between Vendor and the Board.

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” the Schedule of Compensation to be attached hereto to this Agreement and incorporated herein as Exhibit D (the “Schedule of Compensation”). Prices shall be firm as set forth in the Schedule of Compensation for the Term and, if the Board elects to exercise any renewal Renewal option, will be negotiated and agreed between the parties and approved determined by the BoardBoard and will be capped for any such Renewal Term at the amounts set forth in the Schedule of Compensation as may be amended in the Renewal amendment. There will be no reimbursable expenses. The aggregate maximum compensation payable to the Vendor for Products and Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report, Report as referenced on the signature page of the Contract (as may be amended) Agreement (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this Contractas may be amended. Vendor agrees not to perform perform, and waives any and all claims for payment of Products and Services that would result in xxxxxxxx, beyond the above referenced not-not- to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. The Board shall not be obligated to pay reimburse for any Products, Services or other deliverables not in compliance with this Contract. For any returned Products, the Board shall either debit or offset from Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contractexpenses. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- to-exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this ContractAgreement. In the event the Contract Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided. If Vendor overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the overcharge,. The Board has the right to offset any overcharge against any amounts due to Vendor under this agreement.

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” the Schedule of Compensation to be attached hereto to this Agreement and incorporated herein as Exhibit B (the “Schedule of Compensation”). Prices shall be firm as set forth in the Schedule of Compensation for the Term and, if the Board elects to exercise any renewal Renewal option, will be negotiated and agreed between the parties and approved determined by the BoardBoard and will be capped for any such Renewal Term at the amounts set forth in the Schedule of Compensation. There will be no reimbursable expenses, except as specifically provided herein in Section 14, Specific Terms and Conditions with regard to car seats purchased by Vendor as provided therein. The maximum compensation payable to Vendor for Products and Services during the Term shall not exceed the amount set forth in the authorizing Board ReportOne Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), as authorized by the Board Report referenced on the signature page of the Contract (as may be amended) Agreement (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this Contractas may be amended. Vendor agrees not to perform perform, and waives any and all claims for payment of Services that would result in xxxxxxxx, beyond the above referenced not-to-exceed amount unless the parties Parties have executed a written amendment authorizing such additional work and the payment thereof. The Board shall not be obligated to pay reimburse for any Productsexpenses, Services or other deliverables not except as specifically provided herein in compliance Section 14, Specific Terms and Conditions with this Contract. For any returned Products, the Board shall either debit or offset from regard to car seats purchased by Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contract. as provided therein.. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this ContractAgreement. In the event the Contract Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided. If Vendor overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the overcharge, plus interest at the rate of 3% per month from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Vendor under this or any other agreement between Vendor and the Board.

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” the Schedule of Compensation attached hereto to this Agreement and incorporated herein as Exhibit B (the “Schedule of Compensation”). Prices shall be firm as set forth in the Schedule of Compensation Exhibit B for the Term and, if the Board elects to exercise any renewal option, will be negotiated and agreed between the parties and approved determined by the BoardBoard and will be capped for any such Renewal Term at the amounts set forth in the Schedule of Compensation. There will be no reimbursable expenses. The maximum compensation payable to Vendor for Products and Services during the Term shall not exceed the amount set forth in the authorizing Board Report, as referenced on the signature page of the Contract Six Million Seven Hundred Thousand & 00/100 U.S. Dollars (as may be amended$6,700,000.00) (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this ContractAgreement. Vendor agrees not to perform and waives any and all claims for payment of Products and Services that would result in xxxxxxxx, beyond the above referenced not-to-exceed amount unless the parties have executed a written amendment or other appropriate document in accordance with the Change Management Process section of this Agreement authorizing such additional work and the payment thereof. The Board shall not be obligated to pay for any Products, Services or other deliverables not in compliance with this Contract. For any returned Products, the Board shall either debit or offset from Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contract. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract Agreement, and the Board shall not be obligated to pay for any Products or Services not in compliance with this ContractAgreement. In the event the Contract this Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of THIS AGREEMENT WILL BE POSTED ON THE CPS WEBSITE termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided. If Vendor overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the overcharge, plus interest at the rate of 3% per month from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Vendor under this or any other agreement between Vendor and the Board.

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” the Schedule of Compensation to be attached hereto to this Agreement and incorporated herein as Exhibit B (the “Schedule of CompensationPricing Exhibit”). Prices shall be firm as set forth in the Schedule of Compensation Pricing Exhibit for the Term and, if the Board elects to exercise any renewal Renewal option, will be negotiated and agreed between the parties and approved determined by the BoardBoard and will be capped for any such Renewal Term at the amounts set forth in the Schedule of Compensation. There will be no reimbursable expenses. The aggregate maximum compensation payable to Vendor for Products and Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report, Report as referenced on the signature page of the Contract (as may be amended) Agreement (the "Maximum Compensation Amount”), without the prior approval of the Board and a written amendment to this Contractas may be amended. Vendor agrees not to perform perform, and waives any and all claims for payment of Services that would result in xxxxxxxx, beyond the above referenced not-to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. The Board shall not be obligated to pay reimburse for any Products, Services or other deliverables not in compliance with this Contract. For any returned Products, the Board shall either debit or offset from Vendor the cost of such Product, or receive a refund for such, at Board’s discretion, against sums due under this Contractexpenses. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a 'not-to- to-exceed amount' and is not a guaranteed payment. Compensation shall be based on actual Products delivered and Services performed during the Term of this Contract Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this ContractAgreement. In the event the Contract Agreement is terminated early, the Board shall only be obligated to pay the fees incurred up to the effective date of termination and Vendor shall promptly refund to the Board any payments received for Products and Services not provided. If Vendor overcharges, in addition to all other remedies, the Board shall be entitled to a refund in the amount of the overcharge, plus interest at the rate of 3% per month from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Vendor under this or any other agreement between Vendor and the Board.