2015-606-E AMS - ProNet Systems, Inc. motor pool camera upgrade

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000uSign Envelope ID: n1n4onoE-noAo-4su4-9UE-4srn1Enn4usr 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability lnoorouoo, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described inthe Orange County Risk Transfer Policy and Orange County Minimum lnooronoo Coverage Requirements (000b document is incorporated herein bvreference and may bo viewed at . If Owner's Risk Manager dotooninoo additional insurance coverage is required such additional inoorouoo oboD consist of (if no additional inoorouoo required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and oodiGoodon thereof has been received by the Owner's Risk Manager. 5. : The Provider ogr000 to defend, indemnify, and bold boonl000 Orange County from all losses, liabilities, oloinno, demands, suits, costs, doznogoo or oxpon000 (including reasonable o1hurnoy'o fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property 00000d in whole or in pod by any negligent or intentional act or omission on the part ofthe Provider. (i : This Agreement may bo toonino1od at any time bv mutual written ogroonnont of the podioo or by the County upon written notice to the Provider. 7' Entire Agreement and Signatures: The podioo have rood this Agreement and agree to be bound bv all of its terms, and further agree that h constitutes the complete and exclusive statement ofthe Agreement between the ponioo onl000 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 9onioo to comply with Article ||A and Article 40 of North Carolina General Stobdo Chapter 66. 8. Priorit : In determining the basic oorvi000 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 toono of referenced documents and the toono of this AgroonnonL 9\ Both parties agree that this Agreement shall bo governed bvthe laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation oboD be initiated in the {]ononU Coon of Justice of North Carolina 0001od in Orange County, North Carolina. Provider shall o1 all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision o[ or the podoononoo or non-performance o[ this Agreement shall be brought in the {]onorol Court ofJustice of North Carolina sitting in Orange County, North Carolina. It is agreed bvthe pordoo that no other 000d shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the 9onioo may agree to nonbinding mediation of any dispute prior hu the bringing of such suit oraction. |i Non Appropriation: Provider acknowledges that County is ogovonunontol entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory nnondo1o. 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 ootonnodoollv 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 ou 2