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Addltiooal Terms and Conditions <br />Scope of Contract: This Contract, including Attachments, specifies the contractual terms and conditions by <br />which Contractor shall provide County a Public Mass Notification Solution under a fixed price contract for <br />services as further set forth in this Contract <br />2. Term of Contract: The initial team of this Contract is for three (3) yams effective on the derv execution is completed <br />by both Parties, continuing for duee (3) years from that defy unless terminated by County. Contract may be rarewod for <br />up to two (2) additional ono-yeer, consecutive tams, upon mutual agrxmem of the Parties. Cotmty is not required to <br />provide a reason, or rationale in the event it ekxts not to renew the Contract. Approvals are subject to approval by the <br />County Board of Supervisors. <br />3. IFyscal AppropriaNom: This Contract is subject to and contingent upon applicable budgetary appropriations <br />being approved by the County of Orange Board of Supervisors for each year during the term of this Contract. [f <br />such appropriations are not forthcoming, the Contract will be terminated without penalty. Contractor <br />acknowledges that funding or portions of funding far this Contract may also be contingent upon the receipt of <br />funds from, and/or appropriation of funds by, the state of California tb County. [f such funding and/or <br />appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this <br />Contract without penalty. <br />4. Precedence: The Conttact documents consist of this Contract including its Attachments. In the event of a <br />conflict between the Contract documents, the order of precedence shall be this Conttact, then the Attachments. <br />5. Compeoaation: The Contractor agrees to accept the specified compensation as set forth in Attachment B as full <br />remuneration for performing all services and famishing all staffing and materials required, for any reasonably <br />unforeseen difficulties which may arise or ba encountered in the execution of the services until acceptance, for <br />risks connected with the services, arrd for performance by the Contractor of ell its duties and obligations <br />hereunder. <br />6. Coaaty and Contractor Project Manager: The County shall appoint a project manager to aci as liaison <br />between the County and the Contractor during the teen of this Contract ("County Project Manager"). The County <br />Project Marmger shall coordinate the ~tivities of the County staff assigned to work with the Contractor. <br />Contractor shall appoint a project manager to direct the Contractor's efforts in fulfilling Contractor's obligations <br />under this Contract ("Contractor Project Manager'. Contractor Project Manager shall be subject to approval by <br />the County and shall not be changed without the written consort of the County Project Manager. The County <br />Projxt Manager shall have the right to require the removal and replacement of the Contractor Project Manager <br />from providing services to the County under this Contract. The County Project Manager shall notify the <br />Contractor in writing of such action. The Contractor shall accomplish the removal within 14 calendar days after <br />written notice by the County Project Manager. The County is not required to provide any reason, rationale or <br />factual information in the event it elects to request the removal of Contractor Project Manager from providing <br />services to the County under this Contract. <br />7. Contractor Personnel: In addition to the rights set forth in paragraph 6, the County Project Manager shall have <br />the right to require the removal and replacement of any of Contractor's personnel from providing services to the <br />County antler this Contract The County Project Manager shall notify the Contractor Project Manager in writing <br />of such action. The Contractor shall accomplish the removal of the specified personnel within one (1) calendar <br />day after written notice by the County Project Manager. The County is not required to provide any reason, <br />rationale ar factual information in the event it elects to request the removal of any of Contractor's personnel from <br />providing services to the County under this Contract. <br />Connect N I OOO009880 12 l2SA(It <br />