2016-544-E Emergency Svc - Eaton Corporation - UPS Services Contract

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DocuSign Envelope ID:90E3EAFE-4412-496F-B485-61 C37DFF7A03 ADDENDUM TO EATON CORPORATION SERVICE AGREEMENT TERMS AND CONDITIONS (T-O) This Customer Addendum modifies the Eaton Corporation Service Agreement — Terms and Conditions (T-O) ("Agreement") between Eaton Corporation ("Contractor") and Orange County ("Customer"). The Customer Addendum takes precedence over all other conflicting terms and conditions of the Agreement. This Addendum supersedes and modifies the attached Agreement. This Addendum is attached to the Agreement is hereby incorporated by reference into that Agreement as if had been set out therein. 1. Revision to Section 8. Term and Termination: The term of this Agreement shall commence on September 30, 2016 ("Effective Date") and expire three (3) years from the Effective Date ("Term"). If UPS Services are purchased during the Term ("Service Agreement"), the Service Agreement purchased shall expire at the end of the quoted term unless the Service Agreement is earlier terminated in accordance with the terms of this Agreement. Customer will be provided written notice of renewal of the Service Agreement sixty (60) days prior to its expiration, stating the prices for the applicable renewal term. In the event Customer elects not to renew the Service Agreement, Customer shall provide thirty (30) days written notice prior to the expiration of the Service Agreement. Notwithstanding the foregoing, Customer or Contractor may terminate this Agreement or a Service Agreement at any time upon thirty (30) days written notice to the other, subject to Section 16. 2. Revision to Section 11. Warranty: Line 5 "this Agreement or for a period of ninety (90) days from the completion date of repair or replacement of parts or materials, whichever is longer" shall be revised to "the paid Service Agreement or for a period of ninety (90) days from the completion date of repair or replacement of parts or materials, whichever is longer." 3. Add to the end of Section 14. Indemnity. "... to the maximum extent permitted by North Carolina law. No section of the Agreement is intended to create a waiver of Customer's rights or privileges as a sovereign entity. 4. Add to 21. General: Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws,policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 5. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either 1 Addendum Rev. 6/2016