Res-2020-113 (2) - Laserfiche WebLink

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tG-6938 OSOS shall pay to the County the agreed upon price, if separately stated, for completed work and service(s) accepted by OSOS and the amount agreed upon by the County and OSOS for (i) completed work and service(s)for which no separate price is stated, (ii) partially completed work and service(s), (iii) other property or services which are accepted by OSOS, and (iv) the protection and preservation of property, unless the termination is for default, in which case OSOS shall determine the extent of the liability of OSOS. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this contract. OSOS may withhold from any amounts due the County such sum as OSOS determines to be necessary to protect OSOS against potential loss or liability. The rights and remedies of OSOS provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. After receipt of a notice of termination, and except as othenvise directed by OSOS, the County shall: a Stop work under the Agreement on the date, and to the extent specified, in the notice; Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; Assign to OSOS in the manner, at the times, and to the extent directed by OSOS, all of the rights, title, and interest of the County under the orders and subcontracts so terminated, in which case OSOS has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of OSOS to the extent OSOS may require, which approval or ratification shall be final for all the purposes of this clause; Transfer title to OSOS and deliver in the manner, at the times, and to the extent directed by OSOS any property which, if the contract had been completed, would have been required to be furnished to OSOS; Complete performance of such part of the work as shall not have been terminated by OSOS; and Take such action as may be necessary, or as OSOS may direct, for the protection and preservation of the property related to this contract which is in the possession of the County and in which OSOS has or may acquire an interest. a a a a XU. SAVINGS ln the event funding from Federal, state or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, OSOS may terminate the contract under the "Termination for Convenience" Page 17 of 21