2015-201-E AMS - ProNet Systems, Inc. for front and breezeway doors on the 2nd floor at Whitted Human Services Center $7,011.43

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DocuSign Envelope ID:4109B2DB-ED41-4F53-BO69-OD7CB196EEA9 be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at Intp If Owner's 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 effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, all(] hold harmless Orange County, from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fires) arising from bodily injury, including death, to any person or persons, or damage to or destrLICti011 of any property caused in whole or in Part by any negligent or intentional act or omission on the part of the Provider. 61, 1 11e rmination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Aareement and Si natures: The Parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the 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 and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced 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, Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State ot'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 remain in compliance with all applicable local, state, and federal laws, rules, and regU111tiOnS including but not limited to all anti-discrinlination, laws. 10. DilsflUte Resolution: Any and all Suits or actions to enforce, interpret, or seek damages with respect to amy provision of, or the performance or non-performance of, this Agreement shall be brought in the 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 inay not be initiated by either Party, however, tile Parties may agree to nonbinding mediation of all),dispute pl'iOl'tO the bringing of such suit oi•action. 11. N.o.g_.gip pMpriqfjpn: Provider 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. In the event that public funds are Unavailable and not appropriated for the performance OfCOUlltY'S obligations under- this Agreement, then this Agreement shall autonlaticaily expire without penalty to County' immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW1 Reviscd 10/14 2