S Grant-Contract - Accept COPS Interoperable Communication Technology Grant Program Award

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Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page4 In case of conflict between an attachment and the text of this contract excluding the attachment, the text of this contract shall control. Sec. 7. Notice. (a) All notices and other communications required or permitted by this contract shall be in writing and shall be given either by personal delivery, fax, or certified United States mail, return receipt requested, addressed as follows: To the City: Jesse Burwell City of Durham Police Department 505 W. Chapel Hill Street Durham, NC 27701 The fax number is (919) 560-4899. To the Sub-recpient: Kenneth T. Chavious Orange County Finance Department 208 S. Cameron Street Hillsborough, NC 27278 The fax number is (919) 644-3324 (b) Change of Address. Date Notice Deemed Given. A change of address, fax number, or person to receive notice maybe made by either party by notice given to the other party. Any notice or other communication under this contract shall be deemed given at the time of actual delivery, if it is personally delivered or sent by fax. If the notice or other communication is sent by United States mail, it shall be deemed given upon the third calendar day following the day on which such notice or other communication is deposited with the United States Postal Service or upon actual delivery, whichever first occurs. Sec. 8. Indemnification. (a) To the maximum extent allowed by law, the Sub-recipient shall defend, indemnify, and save harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of this contract as a result of acts or omissions of the Sub-recipient or anyone directly or indirectly employed by any of them or anyone for whose acts any of them maybe liable. In performing its duties under this subsection "a," the Sub-recipient shall at its sole expense defend Indemnitees with legal counsel reasonably acceptable to City. (b) Definitions. As used in subsections "a" above and "c" below -- "Charges" means claims, judgments, costs, damages, losses, demands, liabilities, duties, obligations, fines, penalties, royalties, settlements, and expenses (included without limitation. within "Charges" are (1) interest and reasonable attorneys' fees assessed as part of any such item "Indemnitees" means City and its officers, officials, independent Sub-recipients, agents, and employees, excluding the Sub-recipient. (c) Other Provisions Separate. Nothing in this section shall affect any warranties in favor of the City that are otherwise provided in or arise out of this contract. This section is in addition to and shall be construed separately from any other indemnification provisions that maybe in this contract. (d) Survival. This section shall remain in force despite termination of this contract (whether by expiration of the term or otherwise) and termination of the services of the Sub-recipient under this contract. Sec. 9. Miscellaneous (a} Choice of Law and Forum. This contract shall be deemed made in Durham County, North Carolina. This contract shall be governed by and construed in accordance with the law of North Carolina. The exclusive forum and venue for all actions arising out of this contract shall be the North Carolina General Court of Justice, in Durham County. Such actions shall neither be commenced in nor removed to federal court. 'This subsection (a) shall not apply to subsequent actions to enforce a judgment entered in actions heard pursuant to this section. (b) Waiver. No action or failure to act by the City shall constitute a waiver of any of its rights or remedies that arise out of this contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as maybe specifically agreed in writing.