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, 338
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<br /> WITNESSETH:
<br />
<br /> WHEREAS, AGENCY has selected CONTRACTOR to pr6vide .the
<br />'transportation services described herein with vehicles CONTRACTOR
<br />leases from COUNTY for the purpose of providin§ a coordinated human
<br />ser~.iqe agency transportation system; and
<br /> WHEREAS, CONTRACTOR desires to provide such transportation
<br />services, and
<br /> WHEREAS, COUNTY's contract with CONTRACTOR dated January 1,
<br />1995, (hereinafter, the "SYSTEM CONTRACT"), provides for the
<br />delivery by CONTRACTOR through December 31, 1995, and mutually
<br />agreed extension periods, if any, of a unified, coordinated, human
<br />service agency transportation System; and requires COUNTY to
<br />authorize' any use of the COUNTY-provided vehicles, including the use
<br />sought by AGENCY: and
<br /> WHEREAS, the parties agree that the terms of the unified,
<br />coordinated SYSTEM CONTRACT, as amended from time to time, .shall
<br />govern the relationship between AGENCY and CONTRACTOR, except as
<br />expressly provided otherwise herein;
<br /> NOW, THEREFORE, in consideration of the covenants hereinafter
<br /> contained, the parties agree as follows:
<br /> 1. TERM. The term of this Agreement shall commence January 1,
<br />1995, and shall continue through December 31, 1995, or any earlier
<br />effective date of termination of the SYSTEM CONTRACT, whichever
<br />comes first. This Agreement may be extended for an additional
<br />period upon such terms as the parties may agree in writing.
<br /> 2. SERVICES. CONTRACTOR shall provide transportation services
<br /> as 'specified in the SYSTEM CONTRACT, as the same,may be modified
<br /> from time to time, to AGENCY on an as-needed basis.
<br /> 3. COMPENSATION ~ND BILLING. In consideration for services
<br />rendered hereunder, AGENGY shall pay to CONTRACTOR all sums due and
<br />owing and calculated in accordance with the rates set forth in the
<br />SYSTEM CONTRACT, as such rates may be adjusted time to time as
<br />provided herein. CONTRACTOR shall invoice AGENCY monthly upon the
<br />same schedule and.by providing the same documentation as CONTRACTOR
<br />provides COUNTY under the SYSTEM CONTRACT. There will be no
<br />separate schedule of invoicing and manner of reporting adopted by
<br />CONTRACTOR solely for the AGENCY invoicing. Provided that
<br />CONTRACTOR invoices AGENCY prior to the sixth day of the month
<br />following delivery of service, AGENCY shall pay CONTRACTOR the
<br />amount invoiced by the 15th day of the month in which the invoice
<br />was received; provided, however, that in no event shall AGENCY pay
<br />CONTRACTOR any later than thirty days after the date AGENCY receives
<br />the invoice. If AGENCY disputes any portion of any invoice, AGENCY
<br />shall pay the undisputed portion in a timely fashion. If AGENCY
<br />defaults in timely payment of an invoice, CONTRACTOR may provide
<br />AGENCY with written notice of such default and if AGENCY fails to
<br />cure such default within five days of AGENCY's receipt of such
<br />notice, then CONTRACTOR may suspend further services to AGENGY un~tl
<br />all payment defaults are cured.
<br /> 4. COUNTY APPR0VAL, COUNTY approves and authorizes the use
<br />of the COUNt"f-provided vehicles for the performance of these
<br />services and the participation of AGENCY in coordinated
<br />transportation system subject to the terms of the SYSTEM CONTRACT,
<br />with the understanding that AGENCY shall be invoiced by CONTRACTOR
<br />and that AGENGY shall pay CONTRACTOR directly. Upon request, COUNTY
<br />may receive copies of any invoices, payment or other documentation
<br />concerning the services provided by CONTRACTOR to AGENCY.
<br /> 5. INDEMNIFICATION; INSURANCE. The parties agree that
<br /> CONTRACTOR shall as and to the extent specified in the SYSTEM
<br /> CONTRACT, Article I, Paragraph I.: (i) ensure that specified
<br /> insurance is in force on all vehicles and (ii) hold AGENCY, its
<br /> officers, employees and agents harmless to the extent specified in
<br /> SYSTEM CONTRACT, Article I, SectiOn I, except as specified in SYSTEM
<br /> CONTRACT Article II, Section G.
<br /> 6. TERMINATION. This agreement may be terminated by either
<br /> party upon thirty (30) days written notice.
<br /> 7. NOTICES TO PARTIES. All notices to be given by the
<br /> parties to this Agreement shall be in writtn§ and served by
<br />
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