22.
23.
24.
25,
26.
27,
28,
Article XH
Either MAPC or the Vendor may terminate this AGREEMENT for cause upon written notice given
by the non-defaulting pariy. For the purposes of this provision, "cause" shall include the failure
of a party to fulfill its material duties hereunder in a timely and satisfactory manner.
MAPC shail have the right to terminate this AGREEMENT for its convenience upon fourteen (14)
calendar days of written notice.
Following termination of this AGREEMENT, the parties shall be reiieved of all further obligations
hereunder except that:
MAPC shail not be liable for payments for the services and/or expenses or lost profits of the
Vendor in the event of termination.
The Vendor shall remain lable for any damages, expenses or liabilities arising under this
AGREEMENT (including its Indemnity obligations) with respect to work performed pursuant to
the AGREEMENT,
Articie xill
Entirety 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 and the Vendor with respect to the matiers set forth therein and
may not be changed (amended, modified or terms waived) except by a writing signed by both
parties. Any notices required or allowed shall be sent by receipt-verified mail, email, fax or
courler to the persons designated In Exhibit A.
The provisions of the RFP and the Vendo;’s Proposal are Incorporated herein by reference. In
the event of any conflict among the Contract Documents, the documents shall be construed
according to the following priorities:
Highest Priority: Amendments to Contract (if any}
Second Priority: Contract
Third Priority: Addenda ta the RFP (iF any}
Fourth Priority: RFP
Fifth Priority: Vendor's Proposal
