S Grant - Acceptance of Electronic Monitoring Initiative Grant Award & Authorization Deputy Sheriff Position

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Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or • agent of the County. 13. Insurance Requirements. Contractor shall obtain, at its sole expense, worker's compensation insurance, auto liability insurance and general liability insurance in the amounts required by Orange County's Risk Manager. Coverage limits for general liability insurance and auto liability insurance shall be no less than One Million Dollars. Such insurance shall name Orange County, North Carolina as Additional Insured under both General Liability and Auto Liability policies. Certificates of insurance shall be provided to the County's Risk Manager prior to Contractor performing services under this Agreement. 14. Other Terms and Conditions (a) Proprietary Property: All leased products and other hardware, including but not limited to replacement units, and all software provided under this Agreement shall only be serviced and/or repaired by the Contractor. Said leased products or other items being provided under this Agreement shall not be used by any other party or concern other than for the fulfillment of the obligations of this Agreement. None of the leased products or items provided under this Agreement shall be used by any other service provider or third party for any other purpose including, but not limited to, monitoring services. Title to leased products and licensed software shall at all times remain with Contractor. Agency shall receive only anon-exclusive and non- transferable right and license to use any software provided under this Agreement during the term hereof. (b) Amendments: Any changes to this Contract shall be in writing and signed by authorized • representatives of Contractor and Agency. (c) Law Applicable: This Agreement is made under and shall be construed in accordance with the laws of the State of North Carolina. By executing this Agreement, Contractor and Agency agree to submit themselves to the jurisdiction of the courts of the State of North Carolina and that the venue shall be in Orange County, North Carolina, for all matters arising or to arise hereunder. (d) Copyright: Contractor is free to copyright any books, publications or other copyrightable materials developed by the Contractor in the course of or under this Agreement and all such material developed by the Contractor is and shall remain the property of Contractor. (e) Scope of Agreement: This Agreement is limited in its scope to its defined purpose. It in no way implies that either parry has specific knowledge or bears responsibility for the business practices of the other parry. All business practices and contract compliance outside the defined conditions of this Agreement and authorized amendments are the sole responsibility of each party. (f) Other Terms and Conditions: Any provision of this Agreement which is found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Agreement to the extent that is possible. Any preprinted terms and conditions of any purchase orders, bills of lading, invoices, receipts or other documents issued by Contractor in connection with this Agreement which are inconsistent with the terms and conditions of this Agreement shall not be binding on Agency and will not apply to this Agreement. Any preprinted terms and conditions of any purchase order, bill of lading, invoice, receipt or other document issued by Agency will not be binding on Contractor and will not apply to this Agreement. (g) Intemretation of Agreement: Each party has cooperated in the drafting and preparation of this Agreement. Therefore, this Agreement shall not be construed in favor of or against any party. • 5