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(C) CII shall give full attention to the faithful execution of this Agreement, shall keep <br /> this Agreement under its control , and shall not by power of attorney or otherwise <br /> assign this Agreement to any other party without the prior written approval of The <br /> County which may be unreasonably withheld . <br /> (D) If Products to be furnished or Services to be provided pursuant to this Agreement <br /> are abandoned or delayed by CII , or anytime The County is of the opinion that <br /> Products to be furnished or Services to be provided have been abandoned or <br /> delayed by CII, The County may terminate this Agreement or any part thereof if <br /> CII fails to resolve the matter within three (3 ) days of receipt of written notice of <br /> delay or abandonment from The County of its designee . <br /> (E) Should laws change requiring additional Services or significant changes in cost, <br /> CII and The County will negotiate an equitable price increase . The reverse will <br /> hold true should laws change requiring fewer Services or reductions in cost, in <br /> which case CII and The County will negotiate an equitable price reduction. <br /> (F) During the term of this Agreement, CII shall furnish all the Services specified in <br /> this Agreement . CII understands and agrees that this is a requirements Agreement <br /> and that The County has no responsibility or obligation to CII to assist in <br /> providing the required services . <br /> 23 . 0 Default <br /> This Agreement may be canceled or annulled by The County in whole or in part by <br /> written notice of default provided to CII upon non-performance or violation of Products or <br /> Services described herein . In such an event, article specified may be purchased on the <br /> open market similar to those so terminated . Failure of CII to deliver goods within the time <br /> stipulated in this Agreement, unless extended by The County or his designee, such as the <br /> Administrative Director of the Indian River County, shall constitute a default . <br /> 24. 0 Substitution <br /> This Agreement and the attachments hereto and made a part hereof sets forth the entire <br /> Agreement of the Parties with respect to the subject matter hereof and supersedes and <br /> merges all prior agreements and understandings . No amendment, modification, or waiver <br /> of any provisions of this Agreement or consent to any departure there from shall be <br /> effective unless in writing signed by duly authorized officers of both parties . <br /> - 8 - <br />