Common use of Interruptions in Service Clause in Contracts

Interruptions in Service. A. CONTRACTOR may be excused from providing services hereunder, or such portions thereof as CONTRACTOR is incapable of performing, if CONTRACTOR is prevented from providing or arranging for the provision of services by reason of war, fire, insurrection, COUNTY labor matters, riots, lockdown of the CHS or BHS Facilities, earthquakes, other acts of God, or other grave cause beyond CONTRACTOR’s reasonable control, as determined acceptable by COUNTY; provided CONTRACTOR gives written notice of the cause of its inability to perform to COUNTY within thirty-six (36) hours of the start of the cause of its inability to perform and CONTRACTOR avails itself of any available remedies to resume performance and minimize the effects of its inability to perform. 1. To the extent CONTRACTOR is held harmless for damages suffered by COUNTY during such interruption of services, any obligation by COUNTY to pay CONTRACTOR may be reduced in COUNTY’s sole discretion. 2. To the extent that any disruption of services in progress is the result of actions taken by OCSD or Orange County Probation Department for security purposes, and CONTRACTOR is excused from providing services hereunder pursuant to this Paragraph II.A., any obligation by COUNTY to pay CONTRACTOR shall not be affected. 3. Any excused performance in no event excuses CONTRACTOR’s other obligations under this Agreement. B. Notwithstanding the foregoing, in no event shall CONTRACTOR’s performance be excused for shutdowns, disruptions, or malfunctions of CONTRACTOR’s network or any of CONTRACTOR’s telecommunication or internet services other than as a result of general and widespread internet or telecommunication failures that are not limited to CONTRACTOR. C. If CONTRACTOR is unable to provide or arrange for the provision of a substantial portion of the services hereunder for twenty (20) consecutive calendar days or twenty (20) calendar days in a thirty (30) calendar day period, COUNTY may terminate all or a portion of this Agreement upon ten (10) calendar days prior written notice given at any time during or after such period to CONTRACTOR. D. CONTRACTOR and ADMINISTRATOR may mutually agree, in writing, to modify the Interruptions in Service Paragraph of this Exhibit A to the Agreement.” 9. Exhibit A, Paragraph IV. On-Site Psychiatry Services, of the Contract is deleted in its entirety and replaced with the following:

Interruptions in Service. 32 A. CONTRACTOR may be excused from providing services hereunder, or such portions thereof as 33 CONTRACTOR is incapable of performing, if CONTRACTOR is prevented from providing or 34 arranging for the provision of services by reason of war, fire, insurrection, COUNTY labor matters, 35 riots, lockdown of the CHS or BHS Facilities, earthquakes, other acts of God, or other grave cause beyond 36 CONTRACTOR’s reasonable control, as determined acceptable by COUNTY; provided 37 CONTRACTOR gives written notice of the cause of its inability to perform to COUNTY within thirty-six (36) hours of the start of the cause of its inability to perform and CONTRACTOR avails itself of any thirty- 2 available remedies to resume performance and minimize the effects of its inability to perform. 3 1. To the extent CONTRACTOR is held harmless for damages suffered by COUNTY during 4 such interruption of services, any obligation by COUNTY to pay CONTRACTOR may be reduced in 5 COUNTY’s sole discretion. 6 2. To the extent that any disruption of services in progress is the result of actions taken by 7 OCSD or Orange County Probation Department for security purposes, and CONTRACTOR is excused from providing services hereunder 8 pursuant to this Paragraph II.A., any obligation by COUNTY to pay CONTRACTOR shall not be 9 affected. 10 3. Any excused performance in no event excuses CONTRACTOR’s other obligations under this 11 Agreement. 12 B. Notwithstanding the foregoing, in no event shall CONTRACTOR’s performance be excused for 13 shutdowns, disruptions, or malfunctions of CONTRACTOR’s network or any of CONTRACTOR’s 14 telecommunication or internet services other than as a result of general and widespread internet or 15 telecommunication failures that are not limited to CONTRACTOR. 16 C. If CONTRACTOR is unable to provide or arrange for the provision of a substantial portion of 17 the services hereunder for twenty (20) consecutive calendar days or twenty (20) calendar days in a thirty 18 (30) calendar day period, COUNTY may terminate all or a portion of this Agreement upon ten (10) 19 calendar days prior written notice given at any time during or after such period to CONTRACTOR. 20 D. CONTRACTOR and ADMINISTRATOR may mutually agree, in writing, to modify the 21 Interruptions in Service Paragraph of this Exhibit A to the Agreement.” 9. Exhibit A, Paragraph IV. On-Site Psychiatry Services, of the Contract is deleted in its entirety and replaced with the following:22