Common use of Task Orders Clause in Contracts

Task Orders. Work performed under this Contract must be authorized via a written Task Order (sample attached as Exhibit D) signed by the City and the Contractor. The Scope of Work, schedule, Deliverables, and compensation for each Project will be defined in the Task Order prior to commencement of the work. Any change to the Scope of Work, schedule, Deliverables, and compensation must be agreed upon by the City and the Contractor in writing as an amendment to the Task Order. The Chief Procurement Officer shall approve Task Order amendments when amending the Task Order to increase compensation is greater than 25% of the original Task Order amount. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope of Work, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task Order.

Task Orders. Work performed under this Contract must be authorized via a written Task Order (sample attached as Exhibit DXX) signed by the City and the Contractor. The Scope of Work, schedule, Deliverables, and compensation for each Project will be defined in the Task Order prior to commencement of the work. Any change to the Scope of Work, schedule, Deliverables, and compensation must be agreed upon by the City and the Contractor in writing as an amendment to the Task Order. The Chief Procurement Officer shall approve Task Order amendments when amending the Task Order to increase compensation is greater than 25% of the original Task Order amount. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope of Work, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task Order.

Task Orders. Work performed under this Contract All Services must be authorized via by a written Task Order. Contractor acknowledges and agrees that the City is under no obligation to issue any Task Orders. As needed, upon the written approval of the Commissioner, the Department will issue a TOR specifically referencing this Contract, identifying the project, and setting forth the Services to be performed pursuant to a Task Order (sample attached and a desired completion date. Contractor must respond by submitting a Task Order Proposal which must include: a cover letter, understanding and approach, project schedule, budget, fee, detailed cost breakdown in such detail as Exhibit D) signed required for the specific task, documentation required to substantiate compliance with MBE/WBE or DBE participation requirements as applicable, a list of key personnel, and any other required information specified in the TOR, all of which must conform to the terms of the TOR and the terms and conditions of this Contract. Contractor must not respond to any TOR not approved in writing by the City Commissioner. Costs associated with the preparation of Task Order proposals are not compensable under this Agreement and the City is not liable for any additional costs. Following Contractor. The Scope 's submission of Work, schedule, Deliverables, and compensation for each Project will be defined in the Task Order prior Proposal, the Commissioner and the Chief Procurement Officer will review the proposal and may elect to commencement approve it, reject it, or use it as a basis for further negotiations with the Contractor regarding the scope of the workproject and the project completion date. Any change to the Scope of Work, schedule, Deliverables, and compensation must be agreed upon by If the City and the Contractor in writing as an amendment negotiate the scope of the project and the project completion date, the Contractor must submit a revised Task Order Proposal (based upon such negotiations) to the City for approval. Task Order. The Orders are subject to the approval of the Chief Procurement Officer shall approve and no Task Order amendments when amending will become binding upon the City until it is approved, in writing, by the Chief Procurement Officer; provided that Task Orders for under $10,000 may be approved by the Commissioner only. Absent approval of a Task Order by the Chief Procurement Officer (or, if the Task Order to increase compensation is greater than 25% of the original Task Order amount. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope of Workunder $10,000, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7Commissioner) Calendar Days from the date and issuance of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Purchase Order, the City shall terminate negotiations and will not be obligated to pay or have any liability, under any theory of recovery (whether under the Agreement, at law or in equity), to the Contractor for any Services provided by the Contractor pursuant to a Task Order, or otherwise. Some Task Order services are subject to the approval by a state or federal agency or other third party, therefore Contractor must not commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation its performance of the Contractor’s Contract with Services until it receives a Notice to Proceed. If the City. In Services to be performed under a Task Order are to be funded from a fund other than the event that fund identified by the Contract maximum amount is reached fund number set forth in this Agreement, such change in funding must be approved by the Chief Procurement Officer and the Comptroller prior to the end issuance of any Task Order funded through such fund, and the Contract term, that Contractor will applicable fund number must be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on included in the Task OrderOrder form provided to the Contractor.

Task Orders. Services performed pursuant to a task order clarify and expand upon the Scope of Work performed otherwise already described in this Agreement. Task orders shall not be used to change the maximum amount under this Contract must be authorized via a written Task Order (sample attached as Exhibit D) signed by the City and the Contractor. The Scope of Workagreement, schedule, Deliverables, and compensation for each Project will be defined in the Task Order prior nor to commencement of the work. Any change add to the Scope of Work. Both parties recognize that the task order process does not obviate the need for State of federal regulatory review of amendments to the scope, schedulebudget, Deliverablesor maximum amount of this agreement. A request for a task order proposal shall be submitted to the Contractor by the State or to the State from the Contractor. Upon review of the proposal, the State and Contractor must complete the Task Order Form (Appendix I). The Contractor has the right to submit modifications or deny any Task Order submitted by the State. The State can submit modifications or deny proposed Task Order submitted by the Contractor. The final Task Order document shall not be effective until it is signed by the Contractor, the State Authorized Representative, the Office of the Attorney General, and compensation the DVHA Business Office. The Task Order must indicate: scope, source of funds, payment provisions, points of contact, ownership of data and any applicable data use agreement, and project specifics. No task order may increase the maximum amount payable under this contract, deviate from or add to the scope of this contract, or deviate from any term in any part or attachment to or of this contract. The task order process shall not be used in lieu of the amendment process where in the sole discretion and judgment of the State an amendment is appropriate. Each Task Order must clearly define payment either by rate per hour or deliverable received and approved. Each Task Order must be agreed upon pre-approved before any work shall begin. Services performed pursuant to a Task Order shall not be eligible for reimbursement unless the Task Order is signed by all representatives listed within this section. A Task Order may assign a Project Manager, who will act as the City Authorized State Representative, solely per that task and up to the maximum amount per that task. The Project Manager assigned to a specific Task Order is the sole person authorized to assign work to the Contractor under that particular Task Order. Changes to a Task Order shall be accomplished by written modification as agreed to by both parties and will be reflected in writing as an amendment to the a new Task Order. The Chief Procurement Officer shall approve Task Order amendments when amending the Task Order to increase compensation is greater than 25% of the original Task Order amountState Authorized Representative is: ▇▇▇▇▇▇▇ ▇. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope of Work▇▇▇▇▇▇▇, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task OrderEsq. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Director Vermont Health Care Innovation Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇.▇▇ ▇▇▇-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task Order.▇▇▇-▇▇▇▇

Task Orders. Work performed under this Contract All Services must be authorized via by a written Task Order. Consultant acknowledges and agrees that the City is under no obligation to issue any Task Orders. As needed, upon the written approval of the Commissioner, the Department will issue a Task Order Request (sample attached TOR) specifically referencing this Contract, identifying the project, and setting forth the Services to be performed pursuant to a Task Order and a desired completion date. Consultant must respond by submitting a Task Order Proposal which must include: a cover letter, understanding and approach, project schedule, budget, fee, detailed cost breakdown in such detail as Exhibit Drequired for the specific task, documentation required to substantiate compliance with MBE/WBE or DBE participation requirements as applicable, a list of key personnel, and any other required information specified in the TOR, all of which must conform to the terms of the TOR and the terms and conditions of this Contract. Consultant must not respond to any TOR not approved in writing by the Commissioner. Costs associated with the preparation of Task Order proposals are not compensable under this Agreement and the City is not liable for any additional costs. If Consultant would like to apply the (1) signed by Preference for Chicago based businesses (2) Incentive for Alternatively Powered Vehicles or (3) Incentive for Joint Ventures between Veteran – Owned Business Enterprises and Small Business Enterprises, Respondent must submit the applicable affidavit(s) with its Task Order Proposal. Following Consultant's submission of the Task Order Proposal, the Commissioner and the Chief Procurement Officer will review the proposal and may elect to approve it, reject it, or use it as a basis for further negotiations with the Consultant regarding the scope of the project, fee of the project, and the project completion date. If the City and the Contractor. The Scope Consultant negotiate the scope of Workthe project, schedule, Deliverablesfee of the project, and compensation the project completion date, the Consultant must submit a revised Task Order Proposal (based upon such negotiations) to the City for each Project approval. All Task Orders are subject to the approval of the Chief Procurement Officer and no Task Order will become binding upon the City until it is approved, in writing, by the Chief Procurement Officer. Absent approval of a Task Order by the Chief Procurement Officer and issuance of a Purchase Order, the City will not be defined obligated to pay or have any liability, under any theory of recovery (whether under the Agreement, at law or in equity), to the Consultant for any Services provided by the Consultant pursuant to a Task Order, or otherwise. Some Task Order services are subject to the approval by a state or federal agency or other third party, therefore Consultant must not commence its performance of the Services until it receives a Notice to Proceed. If the Services to be performed under a Task Order are to be funded from a fund other than the fund identified by the fund number set forth in this Agreement, such change in funding must be approved by the Chief Procurement Officer and the Comptroller prior to the issuance of any Task Order funded through such fund, and the applicable fund number must be included in the Task Order prior to commencement of the work. Any change form provided to the Scope of Work, schedule, Deliverables, and compensation must be agreed upon by the City and the Contractor in writing as an amendment to the Task Order. The Chief Procurement Officer shall approve Task Order amendments when amending the Task Order to increase compensation is greater than 25% of the original Task Order amount. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope of Work, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task OrderConsultant.

Task Orders. Work performed Proposals for new projects under the Task Order section of this agreement shall be submitted to the Contractor by the State. All Task Order’s under this Contract contract shall be specific to the creation and addition of dedicated phone lines and associated scripts specific to Health Care Reform efforts. Task Orders shall not increase the contract maximum amount or alter the contract term. The terms and conditions of Attachment C, Attachment A and Attachment B of the Contract, in that order, shall take precedence and supersede Task Orders in the event of any ambiguity, conflict or inconsistency with the provisions. Upon consideration of the proposal, the State and Contractor must be authorized via a written complete the Task Order Form (sample attached as Exhibit D) Appendix I). The Contractor has the right to submit modifications or deny any Task Order submitted by the State. The final Task Order document shall receive approval by the State, and be signed by the City Contractor, the State Authorized Representative, the Contract Administra tor, the Finance Director, and the ContractorAssistant Attorney General. The Scope Task Order must indicate: scope, source of Workfunds, schedulepayment provisions, Deliverablespoints of contact, ownership of data and any applicable data use agreement, and compensation for each Project will be defined in the project specifics. Each Task Order prior to commencement of the workmust clearly define payment either by rate per hour or deliverable received and approved. Any change to the Scope of Work, schedule, Deliverables, and compensation Each Task Order must be agreed upon by the City and the Contractor pre-approved before any work shall begin. The State will not pay for services that are not previously approved in writing as an amendment to the a Task Order. The Chief Procurement Officer shall approve State Authorized Representative and the DVHA Business Office have final authority over whether or not a Task Order amendments when amending the is initiated under this agreement. A Task Order may assign a Project Manager, who will act as the Authorized State Representative, solely per that task and up to increase compensation is greater than 25% of the original maximum amount per that task. The Project Manager assigned to a specific Task Order amount. Compensation for each Task Order will be determined through negotiation with is to sole person to assign work under to the Contractor based on the Scope of Work, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the under that particular Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary Changes to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the a Task Order shall be the cap of the compensation accomplished by written modificatio n as agreed to by both parties and will be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the reflected in a new Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notifiedOrder. Task Orders will must be negotiated on a rotational basis. In the event the City approved by: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Contracts and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task OrderGrants Administrator Department of Vermont Health Access NOB 1 South, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Finance Director Department of a Contractor from the rotation list and cancellation Vermont Health Access NOB 1 South, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Attorney General Office of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end Attorney General ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Project Director Department of the Contract termVermont Health Access ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task Order▇▇ ▇▇▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

Task Orders. Work performed under this Contract must Professional services provided will be authorized via a written Task Order (sample attached as Exhibit D) signed by both parties, the City and the Contractorsuccessful proposer(s). The Scope work defined in each Task Order will constitute a “Project”. The cost for services may vary depending upon the amount of Workwork estimated for a particular Project. A Statement of Work (SOW) will be provided to successful proposer(s) when the need for a new Project is identified. The successful proposer(s) will use the SOW as a tool for providing an estimate to the City for the required Task Order. If the City awarded contracts to multiple successful proposers that could potentially perform the services described in a Task order, then before authorizing a successful proposer to perform the services described in a Task Order, the City will first send each such successful proposer’s authorized representative, via e-mail, facsimile, U.S. mail or an express mail service, a Task Order information request. The successful proposer will provide to the City, in its response to the Task Order information request, the scope, schedule, Deliverablesdeliverables, compensation, and compensation proposed staff for each Project will be defined in task. The successful proposer’s response to the Task Order prior information request will be evaluated based upon expertise, experience, capability of personnel, subcontractors on the Project, and the ability to commencement complete the Project within the required timeframe and budget, taking into account the potential need for staff changes during the performance of the Project. The successful proposer will be notified of Task Order acceptance or rejection via e-mail. The e-mail acceptance will be the authorization to perform the work. Any change changes to the Scope of Workscope, schedule, Deliverables, and deliverables or compensation must be agreed upon to, in advance, by the City and the Contractor in writing as an written amendment to the Task Order. The Chief Procurement Officer shall approve Each contract awarded as a result of this RFP will have a total not to exceed amount for each term of the contract. In no case will the value of an individual Task Order amendments when amending or the cumulative total for all Task Order Orders on a given contract exceed the total not to increase compensation is greater than 25% of the original Task Order exceed amount. Compensation for each Task Order will be determined through negotiation Projects often include work with the Contractor based on the Scope of Work, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task Ordershort deadlines. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor Successful proposer(s) must be able to start the work per the Task Order no later than seven (7) Calendar Days 14 calendar days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the notice from City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task Order.

Task Orders. Work performed under this Contract must be authorized via a written Task Order (sample attached as Exhibit DF) signed by the City and the Contractor. The Scope of Work, schedule, Deliverables, and compensation for each Project will be defined in the Task Order prior to commencement of the work. Any change to the Scope of Work, schedule, Deliverables, and compensation must be agreed upon by the City and the Contractor in writing as an amendment to the Task Order. The Chief Procurement Officer shall approve Task Order amendments when amending the Task Order to increase compensation is greater than 25% of the original Task Order amount. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope of Work, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task Order.

Task Orders. Work performed under this Contract All Services must be authorized via by a written Task Order. Consultant acknowledges and agrees that the City is under no obligation to issue any Task Orders. As needed, upon the written approval of the Commissioner, the Department will issue a TOR specifically referencing this Contract, identifying the project, and setting forth the Services to be performed pursuant to a Task Order (sample attached and a desired completion date. Consultant must respond by submitting a Task Order Proposal which must include: a cover letter, understanding and approach, project schedule, budget, fee, detailed cost breakdown in such detail as Exhibit D) signed required for the specific task, documentation required to substantiate compliance with MBE/WBE or DBE participation requirements as applicable, a list of key personnel, and any other required information specified in the TOR, all of which must conform to the terms of the TOR and the terms and conditions of this Contract. Consultant must not respond to any TOR not approved in writing by the Commissioner. Costs associated with the preparation of Task Order proposals are not compensable under this Agreement and the City is not liable for any additional costs. Following Consultant's submission of the Task Order Proposal, the Commissioner and the Chief Procurement Officer will review the proposal and may elect to approve it, reject it, or use it as a basis for further negotiations with the Consultant regarding the scope of the project and the project completion date. If the City and the ContractorConsultant negotiate the scope of the project and the project completion date, the Consultant must submit a revised Task Order Proposal (based upon such negotiations) to the City for approval. The Scope All Task Orders are subject to the approval of Workthe Chief Procurement Officer and no Task Order will become binding upon the City until it is approved, schedulein writing, Deliverablesby the Chief Procurement Officer. Absent approval of a Task Order by the Chief Procurement Officer and issuance of a Purchase Order, the City will not be obligated to pay or have any liability, under any theory of recovery (whether under the Agreement, at law or in equity), to the Consultant for any Services provided by the Consultant pursuant to a Task Order, or otherwise. Some Task Order services are subject to the approval by a state or federal agency or other third party, therefore Consultant must not commence its performance of the Services until it receives a Notice to Proceed. If the Services to be performed under a Task Order are to be funded from a fund other than the fund identified by the fund number set forth in this Agreement, such change in funding must be approved by the Chief Procurement Officer and the Comptroller prior to the issuance of any Task Order funded through such fund, and compensation for each Project will the applicable fund number must be defined included in the Task Order prior to commencement of the work. Any change form provided to the Scope of Work, schedule, Deliverables, and compensation must be agreed upon by the City and the Contractor in writing as an amendment to the Task Order. The Chief Procurement Officer shall approve Task Order amendments when amending the Task Order to increase compensation is greater than 25% of the original Task Order amount. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope of Work, the hours the Contractor estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party at the time the Task Order was issued, or for changes to the Scope of Work or Deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Days from the date of the Notice to Proceed as Projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager will work directly with the Contractor for the duration of the Project unless otherwise noted on the Task OrderConsultant.

Task Orders. Work performed under this Contract Price Agreement must be authorized via a written Task Order (sample attached as Exhibit DC-1) signed by the City and the Contractor. The Scope scope of Workwork, schedule, Deliverablesdeliverables, and compensation for each Project project will be defined in the Task Order prior to commencement of the work. Any change to the Scope scope of Workwork, schedule, Deliverablesdeliverables, and compensation must be agreed upon by the City and the Contractor in writing as an amendment a Change Order to the Task OrderOrder (sample attached as Exhibit C-2). The Bureau Director or designee and the Chief Procurement Officer shall approve Task Order amendments Change Orders when amending changing the Task Order to increase compensation is greater than 25% of the original Task Order amount. Compensation for each Task Order will be determined through negotiation with the Contractor based on the Scope scope of Workwork, the hours the Contractor Consultant estimates for performance of the work and the Contractor’s hourly rates, subject to a predetermined cap for the maximum compensation for the particular Task Order. If the work requires fewer hours than those estimated, the Contractor will be paid for the actual hours necessary to complete the Task Order. If the Contractor underestimates the number of hours that are required to perform the work, the negotiated maximum compensation for the Task Order shall be the cap of the compensation to be paid. Compensation may be amended for documentable circumstances not reasonably foreseeable to either Party party at the time the Task Order was issued, or for changes to the Scope scope of Work work or Deliverables deliverables requested by the City. The Contractor must be able to start the work per the Task Order no later than seven (7) Calendar Business Days from the date of the Notice to Proceed as Projects projects often require work with short deadlines. If the Contractor is unable or unwilling to complete the Project project within the required time, it shall so state in writing to the City’s Project Manager and shall forfeit the Task Order within 24 hours of being notified. Task Orders will be negotiated on a rotational basis. In the event the City and a Contractor cannot reach a favorable agreement on the maximum compensation for a specific Task Order, the City shall terminate negotiations and commence negotiations with the next Contractor from the rotational list. Continual difficulties in negotiating compensation caps or repeated unavailability or inability to perform Task Orders may result in removal of a Contractor from the rotation list and cancellation of the Contractor’s Contract with the City. In the event that the Contract maximum amount is reached prior to the end of the Contract term, that Contractor will be removed from the on-call rotation list. Following the execution of each Task Order, the City’s Project Manager identified on the Task Order will work directly with the Contractor for the duration of the Project project unless otherwise noted on the Task Order.