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9 <br />Parties. <br />25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective <br />successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any <br />other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. <br />26. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed <br />shall be deemed to be an original, and such counterparts shall cons titute one and the same instrument. This <br />Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by <br />facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF), <br />or Portable Document Format (PDF). All electronic signatures affixed hereto evidence the consent of the <br />Parties to utilize electronic signatures and intent of the Parties to comply with Article 11A and Article 40 of North <br />Carolina General Statutes Chapter 66. <br />27. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement <br />is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively, <br />a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant <br />extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, <br />discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impac t of such <br />Material Adverse Change. <br />28. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has <br />agreed to offer similar services to other agencies under the same terms and conditions as stated herein except <br />that the compensation may be negotiated between CentralSquare and other agencies based on the specific <br />revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way <br />whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases <br />by such agencies. <br />29. Order of Precedence. <br />29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, <br />then the following priority shall prevail: <br />29.1.1. The main body of this Agreement and any associated amendments or change orders. <br />29.1.2. The attached Exhibits to this Agreement. <br />29.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement. <br />Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable <br />and shall have no force and effect, whether referenced or not in any document in relation to this Agreement. <br />29.2. Incorporated Exhibits to this Agreement: <br />Exhibit 1 – Solution(s) and Services Fee Schedule <br />Exhibit 2 - Maintenance & Support Standards <br />Exhibit 3 – Travel Expense Guidelines <br />Exhibit 4 – Insurance Requirements <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667