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respond to any such emergency notice or request longer than two (2) hours following receipt of such emergency
<br />notice or request. Additionally, the County shall respond to any notice or request of non -emergency repairs or
<br />routine repairs of the Traffic Signals within twenty-four (24) hours following receipt of any such notice or request.
<br />Notwithstanding the foregoing, if the County fails to respond to any notice or request within the previously stated
<br />time periods due to (i) the County's good cause, or (ii) a disaster pursuant to Section 6 below, then the County shall
<br />not be considered to be in breach of this Agreement.
<br />B. For the purposes of this Agreement, a notice or request will be considered received by the County
<br />upon the County's designated agent's receipt of notice or request from Orchid and/or its Designee.
<br />C. A notice or request shall be deemed an "emergency request," if (i) the damage to the Traffic Signal,
<br />or (ii) the malfunction or failure thereof of the Traffic Signal results in or has resulted in the creation of a serious
<br />and/or immediate traffic hazard; for example, including, but not Iimited to, total loss of power to the Traffic Signal;
<br />loose, hanging equipment on the Traffic Signal; the loss of a red signal face color indication; or flashing operation
<br />of the Traffic Signal at a critical time. A notice or request shall be deemed a "non -emergency request" or a "routine
<br />repair request," if (1) the damage to the Traffic Signal, or (2) the malfunction or failure thereof of the Traffic Signal
<br />does not result in or has not resulted in the creation of a serious and/or immediate traffic hazard; for example,
<br />including, but not limited to, cracked or broken lenses on the Traffic Signal; loss of a non -red signal face color
<br />indication; or flashing operation of the Traffic Signal at a non-critical time.
<br />5. PAYMENT,
<br />A. The County shall invoice (along with any and all applicable supporting documentation) Orchid quarterly
<br />for all services provided during the Term of this Agreement, in accordance with the charges provided for in Schedule
<br />"A". Orchid shall pay the County all amounts invoiced within forty-five (45) days of receipt of the invoice (along
<br />with applicable supporting documentation).
<br />B. Notwithstanding the prior subparagraph, Orchid shall have the right to question and/or dispute the
<br />accuracy of the County's invoice; provided however, that Orchid agrees to not unreasonably withhold its approval
<br />of the County's invoice. In the event any portion of the invoice is in bona fide dispute between the parties, Orchid
<br />agrees to remit payment to the County of the undisputed portion of such invoice within forty-five (45) days of
<br />receipt of the invoice (along with applicable supporting documentation), and the disputed portion of such invoice
<br />shall not be due and payable until the parties resolve such dispute. The County and Orchid agree to work together
<br />to amicably resolve the disputed portion(s) of the invoice. Upon the parties' resolution of such disputed portion(s)
<br />of the invoice, Orchid shall remit payment, if any, to the County of such resolved portion(s) of the invoice within
<br />forty-five (45) days following the parties' resolution.
<br />6. DISASTERS, The occurrence of any natural or man-made disaster, when declared as such by federal,
<br />state, or local government, including, but not limited to a hurricane, tornado, flood, act of war, or airliner crash,
<br />may result in the impossibility of performance of this Agreement. The parties agree that this Agreement shall be
<br />considered temporarily suspended during any such state of disaster, and the County's performance and/or response
<br />times, as set forth elsewhere in this Agreement, may be temporarily delayed.
<br />7. LIABILITY, To the extent provided by law, the County will be responsible for all claims, demands, suits,
<br />liabilities, damages and losses arising out of or resulting from the negligent acts of commission or omission by its
<br />contractors, subcontractors, employees, agents or representatives. Nothing in this Agreement shall be construed as
<br />any waiver of County's sovereign immunity.
<br />8. THIRD PARTIES, Orchid hereby agrees that, upon prior written notice to Orchid and prior approval of
<br />the FDOT District Traffic Operations Engineer, the County may enter into services or maintenance agreements with
<br />any third party providers with respect to any or all of the services or obligations contemplated herein, either on a
<br />full-time or stand-by basis, in accordance with the charges provided for in Schedule "A"; provided, however, that
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