in Exhibit A. If such performance guarantee is in the form of a surety bond, then the surety bond must be issued by a surety authorized to do business in the State of North Carolina. If the performance guarantee is in the form of a letter of credit, the letter of credit must be issued by a financial institution licensed to do business in the State of North Carolina. Release of the security shall be conditioned upon the faithful performance by DEVELOPER of all terms and conditions of this Agreement, including furnishing the CITY with the “form 511” as-built certificate of completion, which first must be accepted by the CITY before the release of security to DEVELOPER, with all costs, including renewals and penalties of the security, to be paid by DEVELOPER. Withdrawals from the security may be in one or more payments.
in Exhibit A. The A/E will not be permitted to reassign any of the key personnel unless the Department approves the proposed reassignment and the proposed replacement. In the event that any of the key personnel become unavailable to work on this Project for reasons beyond the control of the A/E or its principal consultants (i.e. due to retirement, resignation, termination, etc.), the A/E shall propose a substitute for any such individual and obtain the Department’s consent to such substitute. All members of the A/E’s Key Personnel in Exhibit A shall be subject to a replacement fee for their removal or reassignment by the A/E except in circumstances arising from reasons beyond the A/E’s control (i.e. due to retirement, resignation, termination, etc.). In each instance where the A/E removes or reassigns one of the key personnel as being subject to replacement fees (but excluding instances where such personnel become unavailable due to death, disability or separation from the employment of the A/E or any affiliate of the A/E) without the prior written consent of the Department’s Designated Representative, the A/E shall owe the Department the sum of Twenty Five Thousand dollars ($25,000) as a replacement fee and not a penalty, to reimburse the Department for its administrative costs arising from the A/E’s failure to provide the Key Personnel and remittance of replacement fees may be effected via deductions from payments owed to the A/E. The foregoing replacement fee shall not bar recovery of any other damages, costs or expenses other than the Department’s internal administrative costs. In addition, the Department shall have the right, to be exercised in its sole discretion, to remove, replace or to reduce the scope of services of the A/E in the event that a member of the Key Personnel has been removed or replaced by the A/E without the consent of the Department. In the event the Department exercises the right to remove, replace or to reduce the scope of services of the A/E, the Department shall have the right to enforce the terms of this Agreement and to keep-in-place those members of the A/E’s team not removed or replaced and the remaining members shall complete the services required under this Agreement in conjunction with the new members of the A/E’s team approved by the Department.
in Exhibit A. Immediately after Section A.1.6 of Exhibit A, insert the following:
in Exhibit A. Section A.(3) the first sentence shall be deleted and replaced with the following: URLs: (a) an IE 3.x frame URL, (b) an IE 4.x search pane URL, and (c) an IE 5.x search URL.
in Exhibit A. If either Party identifies the need for any change to the Specifications (“Change Control”) under this Agreement, including any Order, the Parties shall proceed in accordance with the change Control Process set forth herein.
in Exhibit A. Section 1, the second and third paragraphs shall be deleted and replaced with the following: Determination of Peer Groups: The “Peer Groups” used for purposes of this Exhibit A shall be those companies included in each of the S&P Super Composite Homebuilder Index (the “Homebuilder Group”) and the S&P 500 Index (the “S&P 500 Group”) on the first day of the Performance Period, subject to change as described below. The Homebuilder Group shall be weighted as 60% of the final vesting calculation described below, and the S&P 500 Group shall be weighted as 40% of the final vesting calculation described below. If a company in a Peer Group experiences a bankruptcy event during the Performance Period, the company will remain in the Peer Group and its stock price will continue to be tracked for purposes of the Total Shareholder Return calculation. If the company is subsequently acquired or goes private, the provisions below will apply. If the company liquidates, the company will remain in the Peer Group and its Ending Stock Price will be reduced to zero. If a company in a Peer Group is acquired by another company in the same Peer Group, the acquired company will be removed from the Peer Group and the surviving company will remain in the Peer Group. If a company in a Peer Group is acquired by a company not in the same Peer Group, the acquired company will remain in the Peer Group, and its Ending Stock Price will be equal to the value per share of the consideration paid to the shareholders of the acquired company in the transaction. The surviving company in such transaction will not be added to the Peer Group. If a company in a Peer Group ceases to be a public company due to a going private transaction, the company will remain in the Peer Group, and its Ending Stock Price shall be equal to the value per share of the consideration paid to the shareholders of the target company in the transaction. Changes in the S&P 500 Index and the S&P Super Composite Homebuilder Index during the Performance Period will not affect the Peer Groups, except as described above.
in Exhibit A. Novavax shall update said subcategory from time to time to include Novavax Patents that Cover the Antigen alone or in co-formulation or combination with the Adjuvant filed after the Effective Date.
in Exhibit A to the Existing Warehousing Agreement, the following definition is hereby added in its appropriate alphabetical order as follows:
in Exhibit A. If a non-proprietary file server is proposed, include the following: a. COMPAQ hardware b. RAID 5 drive array c. Redundant power supplies d. UPS e. Redundant NICs IWS TYPICALLY SPECIFIES IBM HARDWARE AS IT IS WHAT WE DEVELOP ON, TEST ON AND TRUST. DIFFERENT MANUFACTURERS MAY BE UTILIZED PROVIDED THEY MEET OUR REQUIREMENTS.
in Exhibit A. The Contractor shall tabulate the actual Service Level Agreements outcome and present the actual results during each affiliated Quarterly Business Review (QBR). The Contractor shall not round up on any numerical numbers, percentages, etc. The data shall not be tabulated as an average; instead the data must be represented as actual statistical information. The Contractor shall be allowed a ninety days (90) day grace period during the implementation phase of the contract to ramp up services, without scoring on the performance metrics. The Service Levels shown in this contract are still to be followed during the initial implementation phase of the contract, but will not be scored. In addition to the other terms and conditions of this Master Services Agreement, if the State deems that the Contractor has failed to meet the standards contained in the Service Level Agreement shown in Exhibit B, or fails to meet any performance standard of a performance metric, the State reserves the right to ask the Contractor for a Corrective Action Plan (CAP). The State has the discretion to accept multiple Corrective Action Plans from the Contractor over the life of the contract, if deemed appropriate. As performance metrics #11 – 20 are qualitative responses from Ordering Agency personnel, the State will review the results at a more detailed level by following up with the individual to determine if the responding Ordering Agency contact has made a fair assessment of the services provided by the Contractor before issuing a CAP. If the State elects to request a Corrective Action Plan, the Contractor shall have (5) business days to provide the Corrective Action Plan detailing the actionable cure for remedying the issue or issues of each performance metric in need of correction. Upon Corrective Action Plan receipt, the State shall review and advise of any questions. If the State has no objections to the plan, the plan shall be implemented within (24) hours. From that point, the Contractor has the agreed upon timeline to cure the issues. The timeline shall be determined by the State. If the Contractor still has any issue associated with the Corrective Action Plan purpose, by the end of the timeline, the State shall obtain a credit of $2,500 from the Contractor in the form of a check with the supportive reporting model. At any point, the State has the right to invoke the Termination for Default clause. The performance metrics are as follows:
