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

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or become an employee of Orange County. Any worker's compensation insurance or professional liability insurance required shall be purchased and maintained by Contractor. o Contractor agrees that Contractor, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Contractor's services under this Agreement. Paragraph 2. Inspection/Acceptance, p. 11, shall be amended to include the following final sentence: "The foregoing shall not apply to modifications of the software that Contractor agrees in writing are necessary for testing of the software." Subparagraph (b)(i)(B), p. 11, which currently reads "AS PROVIDED IN (c)(iii) BELOW..:' shall be deleted and replaced with, "AS OTHERWISE PROVIDED HEREIN..." Paragraph 7 Nondisclosure, p. 13 shall be amended to include the following: o "a. Contractor acknowledges that Orange County is a North Carolina local governmental entity and as such is subject to North Carolina Public Records Laws. In the event Contractor claims that information, records, documents, or things created for, used in, or related to the performance of this Agreement are Proprietary in nature and therefore not subject to Disclosure under North Carolina Public Records Laws Contractor shall identify in writing those records, documents, or things prior to the commencement date of this Agreement. o b. Should a public records request be made for information the Contractor claims is Proprietary in nature, County will, within a reasonable time, notify Contractor of such public records request. Contractor shall, within five (5) business days of said notification provide Notice that it does or does not object to the County disclosing the requested information pursuant to the subject public records request. o c. If Contractor objects to the disclosure of the requested information, Contractor agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the County based upon the County's refusal to disclose information Contractor claims is Proprietary in nature. o d. Contractor agrees that if any such complaint or claim is filed it will indemnify County and will reimburse County for any and all damages awarded against County for County's refusal to disclose information Contractor claims is proprietary in nature. Contractor agrees that it releases County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the release or disclosure or failure by the County to release or disclose information Contractor claims is Proprietary in nature. Contractor further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose information Contractor claims is Proprietary in nature." Attachment A, page STS-154, subparagraph (v) Ordering Activity shall be amended to include the following final sentence: "While Contractor does not anticipate that it will require access to public records for the performance of this contract, Contractor agrees that it shall comply with North Carolina public records laws to the extent such laws are applicable to the performance of this contract." The parties agree that the Orange County North Carolina Services Agreement shall not be incorporated, referenced, or otherwise applied to this Order. In lieu of the Services Agreement, the following terms and conditions shall apply (as used herein, "Provider" shall mean "Contractor"): - The County has designated Clarence Grier, Financial Services Director, and David Cannell, Purchasing Agent, to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. - Insurance• o General Requirements. The Provider shall purchase and maintain and shall cause each of his subcontractors to purchase and maintain, during the period of performance of this Agreement: ^ Worker's Compensation Insurance for protection from claims under workers' or workmen's compensation acts; ^ Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Provider's employees or any other person and to real and personal property including loss of use resulting thereof;