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

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^ Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and ^ Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider or his agents, Providers and employees. o Insurance Rating. The minimum insurance rating for any company insuring the Provider shall be Best's A. o Limits of Coverage. Limits of insurance coverage shall be as follows: ^ Workers Compensation: Limits for Coverage A -Statutory State of N.C. Coverage B - Employers Liability $500,000 each accident and policy limit and disease each employee ^ Commercial General Liability: $1,000,000 Each Occurrence; $2,000,000 Aggregate ^ Automobile Liability: Combined Single Limit $500,000 o Additional Insured. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation ornon-renewal Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Contractor shall assign or transfer its interest in this Agreement without the written consent of the other. Non-Appropriation. Contractor acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. o In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. o In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. o In the event of termination for non-appropriation of funds or by statutory mandates, the County shall pay Contractor for the services performed and the products delivered up to the date of termination. Governing Law and Jurisdiction. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. The Parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in Orange County and the Middle District of the State of North Carolina, and the Parties hereby consent to such jurisdiction and venue. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Attachment A, pg ST-154 Ordering Activity, subpara (v) - in addition to the language proposed in this document add - "Provided however, if Contractor deletes, edits, redacts, discards, destroys or modifies information deemed a public record without prior consent of the Ordering Activity and such public record becomes unavailable for disclosure in response to a public records request, Contractor agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the Ordering Activity based upon the Ordering Activity's inability to provide the information. Contractor agrees that if any such complaint or claim is filed it will indemnify Ordering Activity and will reimburse County for any and all damages awarded against Ordering Activity for its refusal to disclose the information.