2015-338-E DSS - Information, Inc. to provide 12 hours of onsite maintenance and application support of DSS daysheets $10,000

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DocuSign Envelope ID:OA6FEBA7-7CB5-4523-A4D2-2089COOE5340 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, 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 on the part of the Provider. 6. Termination: 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 Agreement: 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. Modifications may be evidenced by telefacsimile signature. 8. Governing Law: Both parties agree that this Agreement shall be governed by the 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. 9. Non Appropriation: 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 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. 10. Warranties. By executing this Agreement, Provider represents and agrees that he is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner and in addition provides the following: i) Limited Warranty. Provider warrants only that it will perform all work in the Attachment A in a professional manner. Due to continuous changes to standards and conventions involved in application development and the common use of numerous different hardware and software platforms, Client acknowledges that the Deliverable files may not work properly in all possible circumstances. Application will be tested using Microsoft Internet Explorer 8.0 and Firefox 4. Provider makes no warranty that the application to be maintained under this agreement will work properly other than when viewed with Microsoft Internet Explorer 8.0 and Firefox 4. Provider makes no warranty that the application will continue to work properly when viewed with any future version of Microsoft Internet Explorer or Firefox. Any modification to the work performed by County or any third-party on behalf of County shall void all warranties, express or implied. ii) Non-infringement Warranty. Provider represents and warrants to the best of its knowledge and belied that the application, when properly used as contemplated herein, will not infringe or misappropriate any copyright, trademark, patent, or trade secrets of any third persons. Upon being notified of a claim contrary to such warranty, Provider Revised June 2015 2