2011-078 AMS - Walker Automotive Supply, Inc. for Automotive and Facilities Maintenance Supplies

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