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15 <br />operate or does operate in any way to encumber the Inventory of PROVIDER located in <br />the On Site Location(s). <br />(b) ORANGE COUNTY grants PROVIDER a power of attorney to execute <br />such documents as are necessary to protect PROVIDER'S interest in the Inventory on <br />consignment on ORANGE COUNTY's premises, including any UCC-1 statements. <br />9. PERSONNEL. PROVIDER and ORANGE COUNTY shall attempt in <br />good faith to mutually agree upon the identity of the persons that will be selected to staff <br />the On Site Location(s). In the event that ORANGE COUNTY for any reason wishes to <br />remove or replace any of the PROVIDER personnel in the On Site Location(s), the <br />parties will attempt to resolve ORANGE COUNTY'S request by mutual agreement. If <br />PROVIDER and the ORANGE COUNTY fail to mutually resolve a personnel issue as <br />set forth in this Section 10, PROVIDER will decide the issue in its sole discretion. <br />Attachment C outlines the job description mutually agreed to by PROVIDER and <br />ORANGE COUNTY. <br />lU. WA-RRANTY DISCLAIlVILR All INVENTORY supplied pursuant to <br />this Agreement are subject to .the terms of written warranties provided by the <br />manufacturer of each part, and PROVIDER shall use reasonable commercial efforts to <br />assist the ORANGE COUNTY in processing all warranty claims that the ORANGE <br />COUNTY may have against a manufacturer. The manufacturer's warranty will be the <br />sole and exclusive remedy of the ORANGE COUNTY in connection with any claims <br />concerning the parts supplied to ORANGE COUNTY pursuant to this Agreement. ALL <br />OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY <br />IlVIPLIED WARRANTIES OF MERCHANTIBII,ITY OR FITNESS FOR A <br />PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers' <br />warranties are available to ORANGE COUNTY upon request. <br />11. TERM OF AGREEMENT. This Agreement is in effect for one year <br />from the effective date stated in the underlying Agreement. Each party has the right to <br />terminate the Agreement without cause at any time, giving other party sixty (60) days' <br />notice of the intent to terminate the Agreement. <br />12. TERMINATION FOR CAUSE. This Agreement may be terminated <br />immediately, unless otherwise stated in Section 13, by either party for cause: <br />(a) In the event that the other party fails or refuses to pay any amounts due <br />under this Agreement and such failure continues for ten (10) business days; <br />(b) In the event that the other party fails or refuses to perform any other <br />obligation required under this Agreement, and such failure or refusal continues for thirty <br />(30) days after written notice thereof. <br />13. EFFECT OF TERMINATION. Immediately upon termination of this <br />Agreement by either party for any reason: <br />