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DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8
<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,
<br />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
<br />9.15 Dispute Resolution. Any and all suits orwritinganddulysignedbybothParties. A failure or
<br />delay of either Party to this Agreement to enforce at
<br />actions to enforce,interpret,or seek damages with respect to
<br />any provision of, or the performance or non-performance of,any time any of the provisions of this Agreement,or to
<br />exercise any option which is herein provided, or to
<br />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.
<br />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
<br />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 controlhereto, 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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<br />CORE/0804998.0008/128897050.2
<br />DocuSign Envelope ID: 3A3B749D-89FA-4DD4-AB4B-396224600A6A
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