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<br /> 9.4 Binding Agreement. This Agreement shall Insurance, as such insurance requirements are described in
<br /> be binding upon the Parties and their respective legal the Orange County Risk Transfer Policy and Orange County
<br /> successors and permitted assigns. Minimum Insurance Coverage Requirements. BCS shall not
<br /> commence work until such insurance is in effect and
<br /> 9.5 Assignment. Neither Party may assign this certification of such insurance has been received by
<br /> Agreement without prior written consent of the other Licensee's Risk Manager.
<br /> Party, provided that, upon written notice to Licensee,
<br /> this Agreement or any Schedule may be assigned or 9.12 E-Verify. Pursuant to the terms of the
<br /> transferred in connection with a combination, merger, North Carolina General Statutes no county may enter into a
<br /> or the sale of all or substantially all of the business or contract unless the contractor and its subcontractors comply
<br /> assets of BCS's business with the requirements of Article 2 of Chapter 64 of the North
<br /> Carolina General Statutes.Where applicable,failure to
<br /> 9.6 Relationship of the Parties. The Parties maintain compliance with the requirements of Article 2 of
<br /> hereto agree that each Party is independent in the Chapter 64 of the North Carolina General Statutes constitutes
<br /> performance of each and every part of this Agreement, Sellers'breach of this Agreement.By executing this
<br /> and is solely responsible for all of its own respective Agreement,BCS affirms BCS is in compliance with Article
<br /> employees and agents and its labor costs and expenses 2 of Chapter 64 of the North Carolina General Statutes.
<br /> arising in connection therewith. Neither Party nor its
<br /> agents or employees are the representatives of the 9.13 Iran Divestment Act Certification. BCS
<br /> other Party for any purpose and neither has the power certifies that, as of execution, it is not on the Final
<br /> or authority as agent, employee or any other capacity Divestment List as created by the State Treasurer pursuant to
<br /> to represent, act for, bind or otherwise create or N.C.G.S. § 147-86.58. In compliance with the requirements
<br /> assume any obligation on behalf of the other Party for of the Iran Divestment Act, BCS shall not utilize in the
<br /> any purpose whatsoever. performance of this Agreement any subcontractor that is
<br /> identified on the Final Divestment List.
<br /> 9.7 Governing Law. The validity of this
<br /> Agreement, the construction and enforcement of its
<br /> terms,and the interpretation of the rights and duties of 9.14 Compliance with Orange County Policies.
<br /> the Parties shall be governed by the laws of the State BCS shall at all times remain in compliance with the Orange
<br /> of North Carolina. . County Non-Discrimination Policy and Orange County
<br /> Living Wage Policy (each policy is incorporated herein by
<br /> 9.8 Modification, Amendment, Supplement, reference and may be viewed at
<br /> Waiver. No modification, amendment, supplement to http://www.orangecountync.gov/departments/purchasing_div
<br /> or waiver of this Agreement or any of its provisions ision contracts.php).
<br /> shall be binding upon the Parties hereto unless made in 9.15 Dispute Resolution. Any and all suits or
<br /> writing and duly signed by both Parties. A failure or
<br /> delay of either Party to this Agreement to enforce at actions to enforce,interpret,or seek damages with respect to
<br /> any provision of, or the performance or non-performance of,
<br /> any time any of the provisions of this Agreement,or to
<br /> exercise any option which is herein provided, or to this Agreement shall be brought in the General Court of
<br /> require at any time performance of any of the Justice of North Carolina sitting in Orange County, North
<br /> provisions hereof,shall in no way be construed to be a Carolina. It is agreed by the parties that no other court shall
<br /> waiver of such provision of this Agreement. have jurisdiction or venue with respect to such suits or
<br /> actions. Binding arbitration may not be initiated by either
<br /> Party, however, the Parties may agree to nonbinding
<br /> 9.9 Exhibits and Attachments. The terms and mediation of any dispute prior to the bringing of such suit or
<br /> conditions of any and all Schedules,Exhibits and other action.
<br /> attachments to this Agreement, whether now in
<br /> existence or created hereafter, are incorporated herein 9.16 Contract Amount. The maximum amount
<br /> by this reference and shall constitute part of this payable under this Agreement is$174,315.
<br /> Agreement as if fully set forth herein.
<br /> 9.17 Proprietary Data: The data to be used as
<br /> 9.10 Entire Agreement. This Agreement,together a part of this operational system is proprietary data from
<br /> with all the Schedules, exhibits and other attachments Licensee's CAD database,which is exclusively under control
<br /> hereto, constitutes the entire Agreement between the of the Licensee. BCS will provide a data requirement
<br /> Parties and supersedes all previous agreements, document that pertains to the data elements BCS will need
<br /> promises, proposals, representations, understanding access to through the SunGard interface for configuration
<br /> and negotiations, whether written or oral between the and integration with Licensee's CAD. The SQL Server
<br /> Parties respecting the subject matter hereof. database in MARVLIS Server is storing the data elements
<br /> provided by Licensee's CAD and AVL systems. BCS
<br /> 9.11 Insurance. BCS shall obtain, at its sole considers all of the data Licensee generates to be its
<br /> expense, Commercial General Liability Insurance, proprietary data.Any data BCS sells Licensee(e.g.TomTom
<br /> Automobile Insurance, and Worker's Compensation street data)as a part of this Agreement must be covered by a
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