Common use of Compensation; Maximum Compensation Amount Clause in Contracts

Compensation; Maximum Compensation Amount. Compensation for Services during the Term shall be payable in accordance with the Schedule of Compensation to be attached to this Agreement and incorporated herein as Exhibit B (the “Pricing Exhibit”). Prices shall be firm as set forth in the Pricing Exhibit for the Term and, if the Board elects to exercise any Renewal option, will be determined by the Board 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 Vendor for Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report as referenced on the signature page of the Agreement (the "Maximum Compensation Amount”), as may be amended. Vendor agrees not to 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 reimburse for any expenses. 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 Services performed during the Term of this Agreement and the Board shall not be obligated to pay for any Services not in compliance with this Agreement. In the event the 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 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 the Schedule of Compensation to be “EXHIBIT B – SCHEDULE OF COMPENSATION AND PAYMENTS” attached to this Agreement hereto and incorporated herein as Exhibit B (the “Pricing ExhibitSchedule of Compensation”). Prices shall be firm as set forth in the Pricing Exhibit Schedule of Compensation for the Term and, if the Board elects to exercise any Renewal renewal option, will be determined negotiated and agreed between the parties and approved by the Board and will be capped for any such Renewal Term at the amounts set forth in the Schedule of CompensationBoard. 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 Agreement Contract (as may be amended) (the "Maximum Compensation Amount”), as may be amendedwithout the prior approval of the Board and a written amendment to this Contract. Vendor agrees not to perform, and waives any and all claims for payment of Services that would result in xxxxxxxx, 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 reimburse be obligated to pay for any expensesProducts, 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-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 Agreement Contract and the Board shall not be obligated to pay for any Products or Services not in compliance with this AgreementContract. In the event the Agreement 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. 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 the Schedule of Compensation to be attached to this Agreement and incorporated herein as Exhibit B (the “Pricing ExhibitSchedule of Compensation”). Prices shall be firm as set forth in the Pricing Exhibit B for the Term and, if the Board elects to exercise any Renewal renewal option, will be determined by the Board 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 Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report as referenced on the signature page of the Agreement Six Million Seven Hundred Thousand & 00/100 U.S. Dollars ($6,700,000.00) (the "Maximum Compensation Amount”), as may be amendedwithout the prior approval of the Board and a written amendment to this Agreement. 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 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 reimburse for any expenses. 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 Agreement Agreement, and the Board shall not be obligated to pay for any Products or Services not in compliance with this Agreement. In the event the 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 the Schedule of Compensation to be attached to this Agreement and incorporated herein as Exhibit B (the “Pricing ExhibitSchedule of Compensation”). Prices shall be firm based on labor categories as set forth in the Pricing Exhibit Schedule of Compensation for the Term and, if the Board elects to exercise any Renewal option, will be determined by the Board and will be capped for any such Renewal Term at the amounts 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 Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report as referenced on the signature page of the Agreement two hundred and fifty thousand dollars ($250,000.00) (the "Maximum Compensation Amount”), as may be amended. 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 authorizing such additional work and the payment thereofthereof signed by both parties. The Board shall not reimburse for any expenses. 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 Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this Agreement. In the event the 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 Services during the Term Approved Products shall be payable in accordance with the Schedule of Compensation to be prices (“Pricing”) attached to this Agreement and incorporated herein hereto as Exhibit B (the “Pricing Exhibit”). C. Prices shall be firm as set forth in the Pricing Exhibit for the Term and, if the Board elects to exercise any Renewal option, will be determined by the Board and will be capped for any such Renewal Term at the amounts set forth in the Schedule of Compensation. There will be no reimbursable expensesTerm. The total aggregate maximum compensation payable Vendor for Services during to all vendors providing products and services through the Term Ed Tech pool shall not exceed the aggregate amount set forth in the authorizing Board Report Report, as referenced on the signature page of the Agreement this Master Agreement, as may be amended (the "Maximum Compensation Amount”), as may be amended. 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 authorizing such additional work and the payment thereof. The Board shall not reimburse for any expensesamount. It is understood and agreed that the Maximum Compensation Amount referenced hereinabove is a an aggregate 'not-to-exceed amount' across all vendors in the Ed Tech pool, and is not a guaranteed payment. Compensation shall be based on actual Services performed Approved Products delivered during the Term of this Master Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this Master Agreement. In the event the this Master 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, Services and deliverables 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. Notwithstanding the foregoing, Vendor may also provide certain Approved Products listed on Exhibit A at no cost to the Board (“No Cost Approved Products”). No Cost Approved Products will be made available for order by CPS schools and departments through the Board’s Marketplace system (as further described in Section 31 of this Master Agreement).

Compensation; Maximum Compensation Amount. Compensation for Products and Services during the Term shall be payable in accordance with the Schedule of Compensation to be attached to this Agreement and incorporated herein as Exhibit B C (the “Pricing ExhibitSchedule of Compensation”). Prices shall be firm as set forth in the Pricing Exhibit Schedule of Compensation for the Term and, if the Board elects to exercise any Renewal option, will be determined by the Board 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 Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report as referenced on the signature page of the Agreement (the "Maximum Compensation Amount”), as may be amended. 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 authorizing such additional work and the payment thereof. The Board shall not reimburse for any expenses. 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 Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this Agreement. In the event the 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 the Schedule of Compensation to be attached to this Agreement and incorporated herein as Exhibit B D (the “Pricing ExhibitSchedule of Compensation”). Prices shall be firm as set forth in the Pricing Exhibit Schedule of Compensation for the Term and, if the Board elects to exercise any Renewal option, will be determined by the Board and will be capped for any such Renewal Term at the amounts set forth in the Schedule of CompensationCompensation as may be amended in the Renewal amendment. There will be no reimbursable expenses. The aggregate maximum compensation payable to the Vendor for Services during the Term shall not exceed the aggregate amount set forth in the authorizing Board Report as referenced on the signature page of the Agreement (the "Maximum Compensation Amount”), as may be amended. 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-not- to-exceed amount unless the parties have executed a written amendment authorizing such additional work and the payment thereof. The Board shall not reimburse for any expenses. 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 Agreement and the Board shall not be obligated to pay for any Products or Services not in compliance with this Agreement. In the event the 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 Boardagreement.

Compensation; Maximum Compensation Amount. Compensation for Services during the Term shall be payable in accordance with the Schedule of Compensation to be attached to this Agreement and incorporated herein as Exhibit B (the “Pricing ExhibitSchedule of Compensation”). Prices shall be firm as set forth in the Pricing Exhibit Schedule of Compensation for the Term and, if the Board elects to exercise any Renewal option, will be determined by the Board 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 aggregate maximum compensation payable to Vendor for Services during the Term shall not exceed One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), as authorized by the aggregate amount set forth in the authorizing Board Report as referenced on the signature page of the Agreement (the "Maximum Compensation Amount”), as may be amended. Vendor agrees not to 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 reimburse for any expenses. , except as specifically provided herein in Section 14, Specific Terms and Conditions with regard to car seats purchased by Vendor as provided therein.. 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 Services performed during the Term of this Agreement and the Board shall not be obligated to pay for any Services not in compliance with this Agreement. In the event the 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 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.