2011-199 Finance - IMMIX Technology for Kronos Automated Time Keeping System

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mmixTechnQfogy,lnc. ~~~~s~a~a~~~xc~p Sales Quotation QUO-213596-WSDFMO This Sales Quotation (QUO-213596-WSDFMO), the Statement of Work and Immix Technology, Inc. Authorized Information Technology Schedule Pricelist(GS-35F-0265X) with Attachment A (Contractor Supplemental Pricelist Information and Terms) represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representation or agreements, either written or oral. This Agreement may be amended only by written instrument signed by the parties. Modifications may be evidenced by facsimile signatures. In the event of a conflict between the documents, the terms of this Sales Quotation (QUO-213596-WSDFMO) shall prevail. In the event that Kronos cancels a class that the customer has registered for, the customer will not be charged for those training points. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Contractor acknowledges that this Order shall be governed by applicable North Carolina Public Records law. The following terms and conditions from Contractor's GSA Schedule shall not be applicable to this contract (all page numbers refer to the immixTechnology, Inc. Authorized Information Technology Schedule Pricelist GS-35F-0265X): - Any terms and conditions pertaining to SIN 132-8 Purchase of New Equipment (including p. 7-8) - Any terms and conditions pertaining to SIN 132-12 Equipment Maintenance (including p. 9-10) - Any terms and conditions pertaining to SIN 132-52 Electronic Commerce (EC) Services (including p. 16-17) - Any terms and conditions pertaining to SIN 132-53 Wireless Services (including p. 18) - Paragraphs 5 FOB Destination and 6 Delivery Schedule, p. 3 - Paragraphs 19 Overseas Activities; 20 Blanket Purchase Agreements (BPAs); and 22 Installation, Deinstallation; and Reinstallation, p. 5 - Paragraphs 24 Prime Contractor Ordering from Federal Supply Schedules; 27. Advance Payments; and 28. Partial shipment, p. 6 - Any terms and conditions pertaining to Payroll Tax Process and Reporting Services and the Dell Ready to Run Program, p. STS-156 - Any terms and conditions pertaining to Kronos Equipment and Hardware and Equipment/Hardware support, p. STS-162 Pursuant to negotiations with customer, the following terms and conditions from Contractor's GSA Schedule shall be amended as stated below: - Subparagraph (d) Insurance, p. 4, shall be amended to include the following final sentence: "In addition, contractor may be required to provide proof of insurance as stipulated by the Orange County Risk Manager." - Paragraph 31. Responsibilities of Contractor, p. 6, shall be amended to include the following additional paragraphs: o Contractor shall make good faith efforts to correct significant errors or omissions in its performance under this Order, provided that Ordering Activity notifies Contractor of such errors or omissions prior to Acceptance, or within the warranty period, as applicable. o The Contractor shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the Ordering Activity. No permission for subcontracting shall create, between the Ordering Activity and the subcontractor, any contract or any other relationship. o Contractor is an independent contractor of the Ordering Activity. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Contractor. Contractor acknowledges that the site manager is and shall remain an employee of Contractor. At no time and in no event shall the site manager be