2015-175-E AMS - ProNet Systems, Inc. to provide and install additional card readers at Whitted Human Services Center $4,758

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DocuSign Envelope ID:Al C83FEE-31 EA-4804-A792-98DFA71 B8DC2 be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy arid Orange County MilliulUln Insurance Coverage Requirements ('each docurnent is incorporated herein by reference and may be viewed at If Owners Risk Manager determines additional insurance coverage is required such additional insurance shall consist of n/a(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effiect and certification thereof hats been received by the Owner's Risk Manager. 5. indemnity- The Provider agrees to defend, indemnify'., and hold harmless (')range County from all losses,, liabilities, claims, demands, suits,, costs, damages or expenses (including reasonable attorney's fees) arising from bodily in.jury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission oil the part of the Provider. 6� lergiiiiation: This Agreement may be tenninated at any time by mutual written agreement of 1— the parties or by the C01.111ty Up011 written notice to the Provider. 7. Entire A reernent and Sianatures: The parties have read this Agreement arid agree to be 9 ------------------------------ - bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of tile Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically, All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I I A arid Article 40 of North Carolina General Statute Chapter 66. Priority: In determining the basic services to be provided, should ally documents be reterenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governin, ,.1-aw.:–Both parties agree that this Agreement shall be governed by tile laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court Of Justice of North Carolina seated in Orange County, North Carolina. Provider shall at all times reirlain in collipliance with all applicable local, state, and federal laws, rules,and regulations including but not limited to all anti-discriinination laws, -1 0, Dispute Resolution,: Any and all suits or actions to etiforce, interpret, or seek damages with respect to any provision of, or the performance or non-perforniance of, this Agreement shall be brought in tile General Court Of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing Of Such suit or action, 11, Non Appropriation: Provider acknowledges that County is as governmental entity, and the validity of this Agreement is based upon the availability of Public funding under the authority of its statutory mandate. 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. [SIGNATURE PAGE TO FOLLOW] Revised 10114 2