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