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DocuSign Envelope ID: 9EOODCF9-CB2D-429E-9C75-BECB90054AA3
<br />B. ENTIRE CONTRACT: This Contract contains the entire Contract between the parties with respect
<br />to the matters herein, and there are no restrictions, promises, warranties or undertakings other than
<br />those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are
<br />valid or binding on County unless authorized by County in writing. Electronic acceptance of any
<br />additional terms, conditions or supplemental Contracts by any County employee or agent, including
<br />but not limited to installers of software, shall not be valid or binding on County unless accepted in
<br />writing by County's Purchasing Agent or designee.
<br />C. AMENDMENTS: No alteration or variation of the terms of this Contract shall be valid unless made
<br />in writing and signed by the parties; no oral understanding or agreement not incorporated herein
<br />shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are
<br />valid or binding on County unless authorized by County in writing.
<br />D. TAXES: Unless otherwise provided herein or by law, price quoted does not include California state
<br />sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit
<br />number and sales permit number on invoices, if California sales tax is added and collectable. If no
<br />permit numbers are shown, sales tax will be deducted from payment. The Auditor -Controller will
<br />then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.
<br />E. DELIVERY: Time of delivery of goods or services is of the essence in this Contract. County
<br />reserves the right to refuse any goods or services and to cancel all or any part of the goods not
<br />conforming to applicable specifications, drawings, samples or descriptions or services that do not
<br />conform to the prescribed statement of work. Acceptance of any part of the order for goods shall
<br />not bind County to accept future shipments nor deprive it of the right to return goods already
<br />accepted at Contractor's expense. Over shipments and under shipments of goods shall be only as
<br />agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or
<br />services have actually been received and accepted in writing by County.
<br />F. ACCEPTANCE/PAYMENT: Unless otherwise agreed to in writing by County, 1) acceptance shall
<br />not be deemed complete unless in writing and until all the services have actually been rendered,
<br />inspected, and tested to the satisfaction of County, and 2) payment shall be made after satisfactory
<br />acceptance.
<br />G. WARRANTY: Contractor expressly warrants that the goods covered by this Contract are 1) free of
<br />liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used,
<br />and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall
<br />constitute an agreement upon Contractor's part to indemnify, defend and hold County and its
<br />indemnities as identified in Article "Z" below, and as more fully described in Article "Z," harmless
<br />from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained
<br />by County by reason of the failure of the goods/services to conform to such warranties, faulty work
<br />performance, negligent or unlawful acts, and non-compliance with any applicable state or federal
<br />codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA)
<br />and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies
<br />provided by law.
<br />H. PATENT/COPYRIGHT MATERIALS/PROPRIETARY INFRINGEMENT: Unless otherwise expressly
<br />provided in this Contract, Contractor shall be solely responsible for clearing the right to use any
<br />patented or copyrighted materials in the performance of this Contract. Contractor warrants that any
<br />software as modified through services provided hereunder will not infringe upon or violate any
<br />patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in
<br />accordance with the more specific requirement contained in Article "Z" below, it shall indemnify,
<br />defend and hold County and County Indemnitees harmless from any and all such claims and be
<br />responsible for payment of all costs, damages, penalties and expenses related to or arising from
<br />such claim(s), including, costs and expenses but not including attorney's fees.
<br />County of Orange, County Procurement Office Page 2 of 26 RCA-017-23010049
<br />Legal Notice, Public Awareness Advertising and Publishing File No. 2415301 Daily Journal Corporation
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