24,
26,
27.
28,
Artiole Xil
Termination of Agreement
Either MAPC or the Vendor may terminate this AGREEMENT for cause upon written notice given
by the non-defaulting party. For the purposes of this provision, *cause® shail Inciude the failure
of 6 party to fulfil tts material duties hareunder In a timely and satisfactory manner.
MAPC shall have the right to terminate this AGREEMENT for its convenience upon fourteen (1.4)
calendar days of written notice.
Following termination of this AGREEMENT, the parties shail be selleved of all further obligations
hereunder except that
MAPC shall not be flable for payments for the services and/or expanses or lost profits of the
Vendor in the event of termination.
The Vendor shat remain lleble for any damages, expanses or flabilities artsing under this
AGREEMENT (Including Its Indemnity obligations) with respect to work performed pursuant io
the AGREEMENT,
Article Xill
Entimty of Agreement
This AGREEMENT, together with its Exhibits, the RFP referenced above and its Addenda, the
required supplemental documents and any additional exhibits, constitute the entire
AGREEMENT between MAPC end the Vendor with respect to the matters set forth therein and
may not be changed (amended, medified or terms waived) exvept by a writing signed by both
parties, Any notices required or allowed shall be sant by recelpt-verifled mall, amail, fax or
courier to the persons designated In Exhibit A.
The provisions of tha RFP and the Vendor's Proposal are incorporated heraln by reference. In
the event of any conflict among the Contract Documents, the documents shel! be construed
aocording to the folowing priorities:
Highest Priority: Amendments to Contract (if any)
Second Priority: Contract
Third Priority: Addenda to the RFP (if any)
Fourth Priority: RFP
Fifth Priority: Vendor's Proposal
