Common use of CHANGE NOTICES AND AMENDMENTS Clause in Contracts

CHANGE NOTICES AND AMENDMENTS. The County reserves the right to change any portion of the work required under this Contract, or amend such other terms and conditions that may be necessary. All such revisions shall be accomplished in the following manner: 8.1 A Change Notice shall be prepared, and executed by the Contractor and the Director for any changes, deemed by the Director as necessary for the proper maintenance of the area, and which affect the Contractor’s service requirements set forth in Exhibit B, and any corresponding changes in the Contract Sum, not to exceed the annual contract amount plus ten percent (10%). 8.2 For any change which affects any other term or condition included in this Contract, or any changes in the Contractor’s service requirements as set forth in Exhibit B that exceeds the annual contract amount plus ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) hereinabove, an Amendment shall be prepared therefore, executed by the Contractor, and thereafter by the County’s Board of Supervisors. 8.3 The County’s Board of Supervisors, Chief Administrative Officer, or designee may require the addition of and/or change certain terms and conditions in the Contract during the term of this Contract. The County reserves the right to add and/or change such provisions as required by the County’s Board of Supervisors or Chief Administrative Officer. To implement such orders, an Amendment to the Contract shall be prepared and executed by the Contractor and the Director. 8.4 The Director may, at his sole discretion, authorize extensions of time as defined in Section 4.0, Term of Contract, of this Contract. The Contractor agrees that such extensions of time shall not change any other term or condition of this Contract during the periods of such extensions. To implement an extension of time, a “Notice to Extend” letter shall be prepared and executed by the Director.

CHANGE NOTICES AND AMENDMENTS. The 8.1.1 County reserves the right to initiate Change Notices that add services as they become available, or do not change any portion the scope, term, Contract Sum or payments. All such agreed changes shall be accomplished with an executed Change Notice signed by the Contractor and by County's Program Director or designee. 8.1.2 Certain Change Notices may include, on an as-needed basis, requests for specific serving arrangements under the Contract with amortization periods that extend beyond the term of the work required Contract. This type of Change Notice shall be agreed upon by both parties and shall generally be in the form of Exhibit L (Sample Change Notice). 8.1.3 For any change which materially affects the scope of work, term, contract sum, payments, or any term or condition included under this Contract, or amend such other terms and conditions that may be necessary. All such revisions shall be accomplished in the following manner: 8.1 A Change Notice a written amendment to this Contract shall be prepared, agreed upon and executed by the Contractor Contractor’s authorized representative and the Director for any changes, deemed by the Director as necessary for or his/her designee, notwithstanding that County has the proper maintenance sole and unilateral option to extend the term of the area, this Contract pursuant to Paragraph 4.2 and which affect the Contractorthat Contractor is obligated to execute any such Amendment memorializing County’s service requirements set forth in Exhibit B, and any corresponding changes in the Contract Sum, not to exceed the annual contract amount plus ten percent (10%)exercise of its rights under Paragraph 4.2. 8.2 For any change which affects any other term or condition included in this Contract, or any changes in the Contractor’s service requirements as set forth in Exhibit B that exceeds the annual contract amount plus ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) hereinabove, an Amendment shall be prepared therefore, executed by the Contractor, and thereafter by the County’s 8.1.4 The Board of Supervisors. 8.3 The County’s Board of Supervisors, Chief Administrative Officer, or designee may require the addition of and/or change of certain terms and conditions in the this Contract during the term of this ContractContract resulting from policies, ordinances and/or directives adopted by the Board which are generally applicable to all County contracts. The County reserves the right to add and/or change such provisions terms and conditions of this Contract as required by the County’s Board of Supervisors or Chief Administrative OfficerBoard. To implement any such ordersadditions and/or changes, an Amendment a written amendment to the this Contract shall be prepared and executed by Contractor's authorized representative and by the Director or his / her designee. If an addition and/or change to the terms and conditions of this Contract under this Subparagraph has, in the reasonable opinion of Contractor, a material adverse financial effect on Contractor then Contractor shall notify County of its concern. Such notice to County shall explain in detail the material adverse financial effect Contractor contends will occur, which explanation shall include Contractor's best estimate of the annual dollar amount of such adverse financial effect. Once notice is provided to County under this Subparagraph, County shall have the right to mitigate the material adverse financial effect identified by Contractor. If mitigated so the addition and/or change is no longer material, then this Contract may not be terminated by Contractor. Contractor and County shall act in good faith to mitigate the Director. 8.4 The Director material adverse financial impact identified by Contractor and acknowledged by County. If County cannot mitigate the material adverse financial effect, Contractor may, at his as Contractor's sole discretionremedy, authorize extensions elect to terminate this Contract within ninety (90) days of the effective date of such addition and/or change upon giving sixty (60) days written notice to County. Contractor and County shall act in good faith to modify the termination time as defined in Section 4.0periods or other terms of this Subparagraph to allow County to mitigate the material adverse financial impact identified by Contractor. In the event of a termination under this Subparagraph, Term of Contract, Contractor shall continue to provide Services to County pursuant to Paragraph 8.47 (Contractor's Obligations Upon Termination) of this Contract. The Contractor agrees , provided that such extensions of time shall not change any other term or condition of this Contract during County may extend the periods of such extensions. To implement an extension of time, a “Notice service duration under Paragraph 8.47 (Contractor's Obligations Upon Termination) from eighteen (18) months to Extend” letter shall be prepared and executed by the Directorthirty (30) months.

CHANGE NOTICES AND AMENDMENTS. 8.1.1 No representative of either County or Contractor, including those named in this Contract, is authorized to make any changes in any of the terms, obligations, or conditions of this Contract, except through the procedures set forth in this Section 8.1, (Change Notices and Amendments). Any change to any work and to any other provisions of this Contract shall be accomplished only as provided in this Section 8.1. 8.1.2 The County reserves the right to initiate change notices that either (i) do not (a) affect the Contract Term or Contract Sum or payments and (b) materially alter the Contract or (ii) for any portion expenditure of the work required under this Contract, or amend such other terms and conditions that may be necessaryPool Dollars (“Change Notice”). All such revisions changes shall be accomplished in the following manner: 8.1 A executed with a Change Notice to this Contract signed by the Contractor and by the County’s Project Director (or either such party’s designee); provided that any Change Notice for Additional Work shall additionally require an additional Statement of Work, or amendment to the Statement of Work, and written approval of County's Chief Information Office and County Counsel. County is specifically authorized to execute Change Notices for expenditure of Pool Dollars for acquisition of Additional Work under the Contract. Any requests for the expenditure of Pool Dollars must be approved in writing by the County's Project Director. 8.1.3 For any change which affects the Contract Sum and/or Statement of Work but does not materially alter the Contract, an Amendment to this Contract shall be prepared, prepared and executed by the Contractor and the Director for any changes, deemed by the Director as necessary for Registrar-Recorder or his/her designee, provided County Counsel approval is obtained prior to execution of such Amendment. 8.1.4 For any change which (a) affects the proper maintenance of the areaContract Term, and which affect the Contractor’s service requirements set forth in Exhibit B, and any corresponding changes in the Contract Sum, not and/or Statement of Work under this Contract and (b) materially alters the Contract, an Amendment to exceed this Contract shall be prepared and executed by the annual contract amount plus ten percent (10%)Contractor and by the Board or its authorized designee. 8.2 8.1.5 For any change which affects any the Contract Term (other term than exercise of an Option Term as authorized below) or condition included in Contract Sum under this Contract, or any changes in the Contractor’s service requirements as set forth in Exhibit B that exceeds the annual contract amount plus ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) hereinabove, an Amendment shall be prepared therefore, and executed by the Contractor, and thereafter by the County’s Board of SupervisorsBoard. 8.3 8.1.6 The County’s Board of Supervisors, or Chief Administrative Officer, Executive Officer (“CEO”) or designee may require the addition of and/or change of certain terms and conditions in the Contract during the term of this ContractContract Term. The County reserves the right to add and/or change such provisions as required by the County’s Board of Supervisors or Chief Administrative OfficerCEO. To implement such orderschanges, an Amendment to the Contract shall be prepared and executed by the Contractor and by the DirectorRegistrar- Recorder or his/her designee. 8.4 The Director may, at his sole discretion, authorize extensions of time as defined in Section 4.0, Term of Contract, of this Contract. 8.1.7 The Contractor agrees that such extensions the exercise of time Option Terms shall not change any other term or condition of this Contract during the periods period of such extensions. To implement an extension . 8.1.8 For any change which is clerical or administrative in nature and/or does not affect any term or condition of timethis Contract, a written change order (“Notice to Extend” letter shall Change Order”) may be prepared and executed by the DirectorRegistrar- Recorder or his/her designee.

CHANGE NOTICES AND AMENDMENTS. The 8.1 No representative of either County or Contractor, including those named in this Agreement, is authorized to make any changes in any of the terms, obligations or conditions of this Contract, except through the procedures set forth in this Paragraph 8. County reserves the right to change any portion of the work required under this Contract, Contract or to amend such other terms and conditions that conditions, which may be become necessary. All Any such revisions shall be accomplished only as provided in the following manner: 8.1 A Change Notice shall be prepared, and executed by the Contractor and the Director for any changes, deemed by the Director as necessary for the proper maintenance of the area, and which affect the Contractor’s service requirements set forth in Exhibit B, and any corresponding changes in the Contract Sum, not to exceed the annual contract amount plus ten percent (10%)this Paragraph 8. 8.2 For any change which affects does not affect the scope of work, period of performance, payments or any other term or condition included under this Contract, a Change Notice shall be prepared in writing and signed by County's Contract Administrator and Contractor's Contract Manager. 8.3 Except as otherwise provided in this Contract, for any change which affects the scope of work, period of performance, payments or any term or condition included in this Contract, or a negotiated Amendment to this Contract shall be executed in writing by County's Board of Supervisors and Contractor's authorized representative(s). Notwithstanding the foregoing, the Director is specifically authorized during the Extended Term to execute any Amendment (i) for any Services rate changes pursuant to Paragraph 5.5.2 and (ii) for increases in the Contractor’s service requirements as set forth in Exhibit B that exceeds the annual contract amount plus Contract Sum by up to ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) hereinabove, an Amendment shall be prepared therefore, executed by the Contractor, and thereafter by the cumulatively. 8.4 County’s Board of Supervisors. 8.3 The County’s Board of Supervisors, Supervisors or Chief Administrative Officer, Executive Officer or designee may require the addition of and/or change of certain terms and conditions in the Contract during the term of this Contract. The County reserves the right to add and/or change such provisions as required by the County’s Board of Supervisors or Chief Administrative Executive Officer. To implement such orderschanges, an Amendment to the Contract shall be prepared and executed by the Contractor Contractor's authorized representative(s) and the Director. 8.4 8.4.1 The Director may, at his his/her sole discretion, authorize extensions of time as defined in Section 4.0, Paragraph 4 (Term of Contract, of this Contract). The Contractor agrees that such extensions of time shall not change any other term or condition of this Contract during the periods period of such extensions. To implement an extension of time, a “Notice an Amendment to Extend” letter the Contract shall be prepared and executed by Contractor's authorized representative(s) and the Director.

CHANGE NOTICES AND AMENDMENTS. The County reserves the right to change any portion of the work required under this Contract, or amend such other terms and conditions that may be necessary. All such revisions shall be accomplished in the following manner: 8.1 A Change Notice shall be prepared, and executed by the Contractor and the Director for any changes, deemed by the Director as necessary for the proper maintenance of the area, and which affect the Contractor’s service requirements set forth in Statement of Work, Exhibit B, and any corresponding changes in the Contract Sum, not to exceed the annual contract amount plus ten percent (10%). 8.2 For any change which affects any other term or condition included in this Contract, or any changes in the Contractor’s service requirements as set forth in Statement of Work, Exhibit B B, that exceeds the annual contract amount plus ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) 5.4 hereinabove, an Amendment shall be prepared therefore, executed by the Contractor, and thereafter by the County’s Board of Supervisors. 8.3 The County’s Board of Supervisors, Chief Administrative Executive Officer, or designee may require the addition of and/or change certain terms and conditions in the Contract during the term of this Contract. The County reserves the right to add and/or change such provisions as required by the County’s Board of Supervisors or Chief Administrative Executive Officer. To implement such orders, an Amendment to the Contract shall be prepared and executed by the Contractor and the Director. 8.4 The Director may, at his sole discretion, authorize extensions of time as defined in Section 4.0, Term of Contract, of this Contract. The Contractor agrees that such extensions of time shall not change any other term or condition of this Contract during the periods of such extensions. To implement an extension of time, a “Notice to Extend” letter shall be prepared and executed by the Director.

CHANGE NOTICES AND AMENDMENTS. 7.1 The County COUNTY reserves the right to change any portion of initiate Change Notices that do not affect the work required under this Contractscope, term, Contract Sum or amend such other terms and conditions that may be necessarypayments. All such revisions changes shall be accomplished in the following manner: 8.1 A with an executed Change Notice shall be prepared, and executed signed by the Contractor CONTRACTOR and the Director for any changes, deemed by the Director as necessary for the proper maintenance of the area, and which affect the Contractor’s service requirements set forth in Exhibit B, and any corresponding changes in the Contract Sum, not to exceed the annual contract amount plus ten percent (10%)DCFS. 8.2 7.2 For any change which affects the scope of work, term, Contract Sum, payments, or any other term or condition included in under this Contract, or any changes in the Contractor’s service requirements as set forth in Exhibit B that exceeds the annual contract amount plus ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) hereinabove, an Amendment amendment shall be prepared therefore, and executed by the Contractor, and thereafter by the County’s COUNTY’S Board of SupervisorsSupervisors or the Director in the event the Director has the delegated authority to execute. Approval of County Counsel must be obtained for any changes which affect the scope of work. 8.3 7.3 The County’s COUNTY’S Board of Supervisors, Supervisors or Chief Administrative Officer, Executive Officer or designee may require the addition of and/or change of certain terms and conditions in the Contract during the term of this Contract. The County COUNTY reserves the right to add and/or change such provisions as required by the County’s COUNTY’S Board of Supervisors or Chief Administrative Executive Officer. To implement such orderschanges, an Amendment to the Contract shall be prepared and executed by the Contractor CONTRACTOR and the Directorby DCFS. 8.4 7.4 The Director mayof DCFS or the COUNTY’S Board of Supervisors, may at his his/her sole discretion, authorize extensions of time as defined in Part I, Section 4.03.2, Term of Contractand Termination, of this Contract. The Contractor CONTRACTOR agrees that such extensions of time shall not change any other term or condition of this Contract during the periods period of such extensions. To implement an extension of time, a “Notice an amendment to Extend” letter the Contract shall be prepared and executed by the DirectorCONTRACTOR and by DCFS.

CHANGE NOTICES AND AMENDMENTS. 4.1 The County reserves the right to change any portion of initiate Change Notices that do not materially affect the work required scope, Term, Contract Sum or payments under this Contract, or amend such other terms and conditions that may be necessaryAgreement. All such revisions changes shall be accomplished in the following manner: 8.1 A with an executed Change Notice signed by the County’s Project Director and Contractor’s Project Director. 4.2 Except as otherwise provided herein, for any change which materially affects the scope of work, Term, Contract Sum, payments, or any Term or condition included under this Agreement, an Amendment to this Agreement shall be prepared, prepared and executed by the Contractor and the Director for any changes, deemed by the Director as necessary for the proper maintenance of the area, and which affect the Contractor’s service requirements set forth in Exhibit B, and any corresponding changes in the Contract Sum, not to exceed the annual contract amount plus ten percent (10%). 8.2 For any change which affects any other term or condition included in this Contract, or any changes in the Contractor’s service requirements as set forth in Exhibit B that exceeds the annual contract amount plus ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) hereinabove, an Amendment shall be prepared therefore, executed by the Contractor, and thereafter by the County’s Board of Supervisors. 8.3 4.3 The County’s Board of Supervisors, Supervisors or Chief Administrative Officer, Officer or designee may require the addition of and/or change of certain terms and conditions in the Contract Agreement during the term Term of this ContractAgreement. The County reserves the right to add and/or change such provisions as required by the County’s Board of Supervisors or Chief Administrative Officer. To implement such orderschanges, an Amendment to the Contract Agreement shall be prepared and executed by the Contractor and by the DirectorRegistrar, or her designee. Should any such addition and/or change materially affect this Agreement as per Paragraph 4.1 above, the County’s Board of Supervisors or Chief Administrative Officer shall comply with Paragraph 4.2 above, and such change shall not be in effect until Contractor agrees in writing with any such addition and/or change. 8.4 4.4 The Director Registrar may, at his sole discretionwith Contractor’s written agreement, authorize extensions of time as defined in Section 4.0, Term of Contract, of this ContractParagraph 6 (Term). The Contractor agrees that such extensions of time shall not change any other term or condition of this Contract Agreement during the periods period of such extensions. To implement an extension of time, a “Notice to Extend” letter written notice of the Registrar's exercise of such extension shall be prepared and executed by the DirectorRegistrar, or her designee, and delivered to Contractor as set forth in Paragraph 28 (Notices) of the Agreement. 4.5 The Registrar may, with Contractor’s written agreement, amend the scope of work under this Agreement, to provide for software or hardware enhancements or other changes that may be required to meet the AV ballot material processing needs of the County. 4.6 The Registrar may, under Board delegated authority, amend the Agreement to increase the contract sum up to an additional twenty (20%) percent of the amended contract sum if needed to accommodate an expected future increase in the volume of AV ballots. 2. Paragraph 6.0 (Term) of the Agreement is hereby deleted in its entirety and shall be replaced by a new Paragraph 6.0 (Term) to read as follows:

CHANGE NOTICES AND AMENDMENTS. 7.1 The County COUNTY reserves the right to change any portion of initiate Change Notices that do not affect the work required under this Contractscope, term, Contract Sum or amend such other terms and conditions that may be necessarypayments. All such revisions changes shall be accomplished in the following manner: 8.1 A with an executed Change Notice shall be prepared, and executed signed by the Contractor CONTRACTOR and the Director for any changes, deemed by the Director as necessary for the proper maintenance of the area, and which affect the Contractor’s service requirements set forth in Exhibit B, and any corresponding changes in the Contract Sum, not to exceed the annual contract amount plus ten percent (10%)DCFS. 8.2 7.2 For any change which affects the scope of work, term, Contract Sum, payments, or any other term or condition included in under this Contract, or any changes in the Contractor’s service requirements as set forth in Exhibit B that exceeds the annual contract amount plus ten percent (10%), excluding the provisions of Paragraph 5.2 (COLA) hereinabove, an Amendment amendment shall be prepared therefore, and executed by the Contractor, and thereafter by the County’s Board of SupervisorsSupervisors or the Director in the event the Director has the delegated authority to execute. Approval of County Counsel must be obtained for any changes which affect the scope of work. 8.3 7.3 The County’s Board of Supervisors, Supervisors or Chief Administrative Officer, Officer or designee may require the addition of and/or change of certain terms and conditions in the Contract during the term of this Contract. The County COUNTY reserves the right to add and/or change such provisions as required by the County’s Board of Supervisors or Chief Administrative Officer. To implement such orderschanges, an Amendment to the Contract shall be prepared and executed by the Contractor CONTRACTOR and the Directorby DCFS. 8.4 7.4 The Director mayof DCFS or the County’s Board of Supervisors, may at his his/her sole discretion, authorize extensions of time as defined in Part I, Section 4.03.2, Term of Contractand Termination, of this Contract. The Contractor CONTRACTOR agrees that such extensions of time shall not change any other term or condition of this Contract during the periods period of such extensions. To implement an extension of time, a “Notice an amendment to Extend” letter the Contract shall be prepared and executed by the DirectorCONTRACTOR and by DCFS.