2006 NS Contract - Buckhorn Rd EDD/Gravelly Hill Water/Sewer Project - Mebtel Telephone Service Lines

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permitted or in the manner provided for in this Contract will subject Orange County to substantial costs, the exact amount of which is difficult or impossible to determine. Therefore, MebTel agrees that in the event of any delay in the performance of Work by MebTel within the time permitted or in the manner provided for in this Contract (giving effect to any extensions under II. 4 above), MebTel agrees to pay to Orange County one thousand dollars ($1,000) for each calendar day of delay in completion of the Work. The payment of such damages shall not release MebTel from its obligations to otherwise fully perform under this Contract. Upon request by Orange County, MebTel shall frnish to Orange County such evidence as Orange County may require confirming MebTel's ability to fully perform under this Contract in the manner and within the time permitted. 17. Indemnification: MebTel agrees to indemnify and hold harmless Orange County from any and all claims, actions, or causes of action to the extent the claimed loss or damage arises out of MebTel's negligent performance or non-performance of the work herein contracted to be done, whether such claims, actions, or causes of action are alleged to be the results of any act or omission of MebTel, its subcontractors, agents, servants, employees, or any or all of them and regardless of the fact that the work may have been completed and accepted by Orange County and regardless of the fact MebTel may have received payment for work Orange County shall promptly notify MebTel in writing of any such claims, actions, or causes of action and give MebTel full opportunity and authority to assume the sole defense and settlement thereof so long as MebTel provides Orange County with periodic status updates thereof. Orange County shall furnish to MebTel upon request all information available to Orange County for defense against any claim, action, or cause of action. 18. Assignment: MebTel may not assign or otherwise transfer, by operation of law or otherwise, any of its rights or obligations under this Contract including not subcontracting this Agreement to any other Party without the express written consent of Orange County. Orange County may assign or otherwise transfer its rights or obligations under this Contract without the express written consent of MebTel in connection with: (i) any disposition of all or substantially all of the assets of Orange County; (ii) any merger, consolidation or reorganization of Orange County; (iii) any assignment, in whole or in part, to any subsidiary, parent company, affiliate or any other entity under common ownership or control with Orange County; (iv) any collateral assignment, security interest or pledge of this contract to a lender. Orange County may not otherwise assign this any of its rights or obligations under this Contract without the express written consent of MebTel. 19. Audit Rights: MebTel shall maintain for a period of two (2) years after final payment under this Contract, all records and accounts pertaining to Work performed for a unit price Contract Price, a reimburse Contract Price, or otherwise authorized in writing by Orange County for performance on a reimbursable basis. During the course of the Work and for two (2) years following the completion of the Work, Orange County shall have the right to audit, copy and inspect said records and accounts at all reasonable times for the purpose of verifying units furnished and reimbursable costs incurred, as applicable. 20. Conditions And Risks Of Work: MebTel represents that it has carefully examined the Drawings and Specifications for the Work and has fully investigated and acquainted itself with all conditions on the right of way relevant to the Work, and its surroundings. MebTel assumes the risk of such conditions and, regardless of such conditions, the expense; and difficulty of performing the Work, will fully complete the Work for the stated contract unit prices without further recourse to Orange County. Information on the site of the Work and local conditions at