|
In the event of a conflict, the terms of the contract and this addendum shall prevail
<br />Invoices: In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of
<br />all or a portion of the amount stated on an invoice until the parties resolve the dispute.
<br />Public Records: OTIS acknowledges that this Agreement and any documents, memorandum, data, reports, analyses,
<br />compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement
<br />may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North Carolina Public
<br />Records Law. Orange County will provide OTIS with prompt notice of any intended disclosures or requests for
<br />disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of
<br />confidential and proprietary information consistent with all applicable laws and regulations. Written approval from
<br />OTIS is required for disclosure of information to parties outside of Orange County.
<br />Standard of Care: OTIS shall exercise reasonable care and diligence in performing services under this Agreement in
<br />accordance with the highest generally accepted standards of this type of practice throughout the United States and in
<br />accordance with applicable federal, state and local laws and regulations applicable to the performance of these services.
<br />We will be solely responsible for the professional quality, accuracy and timely completion of all work, except as
<br />provided herein. OTIS shall be responsible for all errors or omissions, in the performance services pursuant to this
<br />Agreement. OTIS shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no
<br />additional cost to the County.
<br />Non-Appro riation: OTIS acknowledges that Orange County is a governmental entity, and the validity of this Agreement
<br />is based upon the availability of public funding under the authority of your statutory mandate. In the event that public
<br />funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this
<br />Agreement shall automatically expire without penalty to County immediately upon written notice to us of the
<br />unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-
<br />appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an
<br />emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority,
<br />mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects
<br />County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate
<br />without penalty to County upon written notice to us of such limitation or change in County's legal authority.
<br />Subcontractine: OTIS shall not, except as otherwise provided for in this Agreement, subcontract the performance of any
<br />work under this Agreement without prior written permission of the County. No permission for subcontracting shall
<br />create, between the County and the subcontractor, any contract or any other relationship.
<br />Independent Contractor: OTIS is an independent contractor of County. Any and all employees of OTIS engaged by OTIS
<br />in the performance of any work or services required of OTIS under this Agreement, shall be considered employees or
<br />agents of OTIS only and not of the County, and any and all claims that may or might arise under any workers
<br />compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and
<br />responsibility of OTIS.
<br />Compliance: OTIS agrees that OTIS, its employees, agents and its subcontractors, if any, shall be required to comply
<br />with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of OTIS's
<br />services under this Agreement. If activities related to the performance of this Agreement require specific licenses,
<br />certifications, or related credentials OTIS represents that it and/or its employees, agents and subcontractors engaged in
<br />such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are
<br />current, active, and not in a state of suspension or revocation.
<br />Limitation and Assignment: The County and OTIS each bind themselves, their successors, assigns and legal
<br />representatives to the terms of this Agreement. Neither the County nor OTIS shall assign or transfer its interest in this
<br />Agreement without the written consent of the other.
<br />Governing Law: This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder
<br />shall be governed by the laws of the State of North Carolina
<br />© OTIS ELEVATOR COMPANY, 1995 All Rights Reserved Impact Form MNT-ADD (12/01) Contract# TRD08016ZPage 2 Of 3
<br />
|