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DocuSign Envelope ID:4707631 D-C830-4BA5-B9EB-926C6FB1 F07D <br /> charge for any such purchases so as to yield PROVIDER a ten percent (10%) gross <br /> profit on such purchases. <br /> 6. NO LIENS. <br /> (a) ORANGE COUNTY warrants that it shall take no action, including but <br /> not limited to the granting of a security interest, or fail to take any action, which would <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 /> 7. 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 <br /> staff the On Site Location(s). In the event that ORANGE COUNTY for any reason <br /> wishes to remove or replace any of the PROVIDER personnel in the On Site <br /> Location(s), the parties will attempt to resolve ORANGE COUNTY's request by mutual <br /> agreement. If PROVIDER and the ORANGE COUNTY fail to mutually resolve a <br /> personnel issue as set forth in this Section 10, PROVIDER will decide the issue in its <br /> sole discretion. Attachment C outlines the job description mutually agreed to by <br /> PROVIDER and ORANGE COUNTY. <br /> 8. WARRANTY DISCLAIMER. 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 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 /> IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A <br /> PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers' <br /> warranties are available to ORANGE COUNTY upon request. <br /> 9. TERM OF AGREEMENT. <br /> (a) This Agreement is in effect for one year from the effective date stated in <br /> the underlying Agreement. Each party has the right to terminate the Agreement without <br /> cause at any time, giving other party sixty(60) days' notice of the intent to terminate the <br /> Agreement. <br /> (b) This agreement shall be considered renewed annually at the same terms <br /> and conditions unless written notice to terminate this Agreement is provided by either <br /> party. <br /> 14 <br />