S Grant-Contract - Accept COPS Interoperable Communication Technology Grant Program Award

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Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page6 provisions consolidating, amending, or replacing the statute or regulation. References to contracts and agreements shall be deemed to include all amendments to them. The words "include," "including," etc. mean include, including, etc. without limitation. (2) References to a "Section" or "section" shall mean a section of this contract: (3) "Contract" and "Agreement," whether or not capitalized, refer to this instrument. (4) Titles of sections, paragraphs, and articles are for convenience only, and shall not be construed to affect the meaning of this contract. (5) "Duties" includes obligations. (6) The word "person" includes natural persons, firms, companies, associations, partnerships, trusts, corporations, governmental agencies and units, and other legal entities. (7) The word "shall" is mandatory. (8) The word "day" means calendar day. (1) Modifications. Entire Agreement. A modification of this contract is not valid unless signed by both parties and otherwise in accordance with requirements of law. Further, a modification is not enforceable against the City unless the City Manager or a deputy or assistant City Manager signs it for the City. This contract contains the entire agreement between the parties pertaining to the subject matter of this contract. With respect to that subject matter, there are no promises, agreements, conditions, inducements, warranties, or understandings, written or oral, expressed or implied, between the parties, other than as set forth or referenced in this contract. (m) City's Manager's AuthoritX. To the extent, if any, the City has the power to suspend or terminate this contract or the Sub-recipient's services under this contract, that power maybe exercised by City Manager or a deputy or assistant City Manager without City Council action Sec. 10. Termination for Convenience ("TFC"). (a) Procedure. Without limiting any party's right to terminate for breach, either party may, with or without cause, and in its discretion, terminate this contract for convenience by giving the non-terminating party written notice that refers to this section. TFC shall be effective at the time indicated in the notice. (b) Obligations. Upon TFC, all obligations that are still executory on both sides are discharged except that any right based on prior breach or performance survives, and the indemnification provisions shall remain in force. In case the City terminates this contract, the Sub- recipient shall follow the City's instructions as to which subcontracts to terminate. (c) Payment. The City shall pay the Sub-recipient an equitable amount for the costs and charges that accrue because of the City's decision with respect to the subcontracts that are terminated by the City, but excluding profit for the sub- , recipient. Within 20 days after TFC, the City shall pay the Sub-recipient for all Work performed except to the extent previously paid for. IN WITNESS WHEREOF, the City and the Sub-recipient have caused this contract to be executed under seal themselves or by their respective duly authorized agents or officers. This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. City's finance officer Date