Agmt 2011 Association of Bay Area Governments ABAG

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(b) All of the initial allocations for any Potential Participants that have not executed an "Agreement for Local Agency Participation Grant Funded SF Bay Area Trash Capture Demonstration Project" by January 1, 2011. will be reallocated among Participating Entities by ABAG at its sole discretion after soliciting input from the Project's Technical Advisory Group. Reallocations under this provision will be implemented by written notice from ABAG to each Participating Entity that is given access to the additional PFA Funds. San Leandro agrees that any written notice(s) it receives pursuant to this section will automatically amend the allocation in section 1 in accordance with its terms. (c) ABAG may reallocate access to any unused PFA Funds during the period from January 1, 2011 to March 1, 2011 as follows: ABAG will provide written notice of the proposed reallocation to the affected Participating Entities no less than 30 (thirty) calendar days prior to the date that ABAG intends to implement the reallocation. The affected Participating Entities and ABAG may negotiate a different reallocation and implement it by a writing executed by the authorized representatives of the affected Participating Entities and ABAG. If the affected Participating Entities and ABAG cannot agree on a different reallocation, ABAG may (i) unilaterally implement the reallocation described in the notice on the date set forth therein or (ii) rescind the notice. San Leandro agrees that ABAG may unilaterally amend San Leandro's allocation in accordance with this subsection (c). 3. Ordering TCDs. ABAG has published a document that lists and describes all available TCDs, which is labeled Exhibit A -2 and is online for downloading at http://www.bayareatrashtracker.org/content/trash- capture- devices. and may be amended from time to time by ABAG. To order a TCD, San Leandro must submit to ABAG a completed Purchase Order signed by representatives of San Leandro and the vendor of the TCD in the form attached to this Agreement as Exhibit A -3. San Leandro is responsible for negotiating and reaching agreement with the vendor on the additional information required by the Purchase Order, and such other additional terms and conditions as San Leandro and the vendor deem necessary, including without limitation, location of installation, date of delivery or installation, per unit cost, design, engineering and other technical collaboration or assistance. San Leandro is responsible for coordinating its ordering of TCDs in a manner that entitles it, alone or in conjunction with others, to discounted prices for TCDs. The Purchase Order is not effective until approved by ABAG. ABAG may unilaterally amend Exhibit A -2 from time to time to reflect changes in TCD availability or specifications or vendor information. 4. Project Sites. San Leandro must locate all TCDs acquired under this agreement at locations (Project Sites) that meet the requirements set forth in Exhibits D -I through D inclusive (Certifications). 5. Accepting TCDs. Upon San Leandro's acceptance of a TCD, ABAG will pay the vendor of the TCD. San Leandro may accept a TCD only by submitting to ABAG a completed Notice of Acceptance executed by San Leandro and the vendor. Payment will be made after ABAG approves the Notice of Acceptance, attached to this Agreement as Exhibit A -4. The Notice of Acceptance Form is available online for downloading at http://www.bavareatrashtracker.org/content/contract-resources and may be amended from time to time by ABAG. 6. Deadline for TCD Installation. ABAG will not approve any Notices of Acceptance submitted for any TCD installed after November I, 2012. San Leandro acknowledges and accepts the risks described in section 9 that may result from San Leandro's failure to comply with the installation deadline. 7. Vendor Contracts. San Leandro's right to order and acquire a TCD is based on its status as a third party beneficiary of ABAG's contract with the vendor of the TCD. The current version of ABAG's contract with each vendor is online at http:// www. bavareatrashtracker .ortr/content/trash- capture - devices 8. Transfer of Rights to TCDs. Immediately upon ABAG's approval of the Notice of Acceptance and payment to the vendor for a TCD, all rights to said TCD, including but not limited to title, warranties, and protection from patent infringement claims, are transferred to San Leandro. 2