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Cowgv of Orange, OCPablie Works MA- 980 - 15017198 <br />VAIW &Oran ;Pater, Inc <br />b. The Contractor's written demand shalt be tally supported by Actual information, and, if <br />such demand involves a cost adjustment to the Contract, the Contractor shall include with <br />the demand a written statement signed by a senior official Indicating that the demand is <br />made in good faith, that the supporting data am accurate and complete, and that the <br />amount requested Wrumtely reflects the Contract adjustment for which the Contractor <br />believes the County is liable. <br />c- Pending the final resolution of any dispute arising under, related to, or involving this <br />Contract, the Contractor agrees to diligently proceed with the performance of this <br />Contract, including the delivery of gaeds and/or provision of services. The Contractor's <br />failure to diligently proceed shall be considered a material breach of this Contract. Any <br />final decision of the County shall be expressly identified as such, shall be in writing, and <br />shall be signed by the County DPA or his designee. If the County fails to rander a <br />decision within 90 days after receipt of the Contractor's demand, it shall be deemed a <br />final decision adverse to the Conimetor's contentions. The County's final decision shall <br />be conclusive and binding regarding the dispute unless the Contractor commonness action <br />in a noun of competentjurisdiadan to contest such decision within 90 days following the <br />date of the County's final decision or one year following the second of the cause of <br />action, whichever is later. <br />10. Orderly Termination: Upon termination or other expiration of this Common, each party shall <br />promptly return to the other Party all papers, materials, and other properties of the other held by each <br />for purposes of execution of the Contract. In addition, each Party will assist the other party in orderly <br />termination of this Contract and the transfar of all assets, tangible and intangible, as may be necessary <br />for the orderly, non - disruptive business continuation of each Patty. <br />11. Error& and Omissions: All reports, files and other documents prepared and submitted by Contractor <br />shall be complete and shall be carefully checked by tine pmfeeaioai(s) identified by Contractor as <br />Project Manager and Contractor personnel attached hereto, prior to submission to the County. <br />Contractor agrees that County review is discretionary and Contractor shall not assume that the County <br />will discover cones and/or amissioa. If the County discovers any errors or Omissions prior to <br />approving Contractor's reports, files and other written documents, the reports, flex or documents will <br />be returned to Contractor for connection, Should the County or others discover errors or omissions in <br />the reports, files or other written documents submitted by Contractor after County approval thereof, <br />County approval of Contractor's reports, files or documents shall not be used as a defense by <br />Contractor in any action between the County and Contractor, and the reports, files or docraingds will <br />be returned to Contractor for correction. <br />12. Notices; Any and all maces, requesta demands and other communications contemplated, called for, <br />pwemtted, or required M be given hereunder shaft be in writing, except through the course of the <br />parties' project managers' routine exchange of information and cooperation during the teems of the <br />work and services. Any written communications shall be deemed to have been duty given upon actual <br />in -pcmon delivery, if delivery is by direct hand, Or upon delivery on the actual day of receipt or no <br />greater than four calendar days after being railed by US certified or registered mail, ream receipt <br />requested, postage prepaid, whichever occurs First. Do date of mailing shall count us the first day. All <br />communications shall be addressed to the appropriate party at the address stated herein or such other <br />address as the parties hereto may designate by written notice from time to time in the manner <br />aforesaid. <br />County: OC Pubic Works/OC Engineering <br />Attu: Charles Busslinger <br />P08019 Paga <br />3 Of:0 <br />