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Orange County, NC <br /> <br />On-Premise OnCall Dispatch Implementation <br />Statement of Work 126 <br />Attachment M – Special Terms and Conditions <br /> <br />1. Payment Terms <br />Agreement Amount. The maximum amount payable under this Agreement is Two Million Seven Hundred <br />Twenty-Nine Thousand Three Hundred Ninety-Nine dollars and Thirty-Four Cents ($2,729,399.34) will be <br />due pursuant to the payment schedule in the Orange County Statement of Work during the <br />implementation phase of the new CAD system. This amount includes maintenance for the first year of <br />operation of the new system, beginning upon Subsystem Cutover and continuing for one year. This <br />amount shall not be exceeded without duly executed written amendment to this Agreement. <br />2. Insurance. <br />2.1 Policies and Coverage Amounts. Hexagon agrees to procure and maintain in force during the term <br />of the Master Agreement, at its own cost, the following policies and amounts of coverage: <br />2.1.1 Workers' Compensation Insurance as required state statute or regulation. <br />2.1.2 Commercial General Liability Insurance with minimum combined single limits of ONE <br />MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) <br />general aggregate. The policy shall be applicable to all premises and operations. The policy shall <br />include coverage for bodily injury, broad form property damage, and personal injury. <br />2.1.3 Automobile Liability Insurance with minimum combined single limits for bodily injury and <br />property damage of not less than ONE MILLION DOLLARS ($1,000,000) for any one occurrence, <br />with respect to each of Hexagon's owned, hired or non-owned vehicles assigned to or used in <br />performance of the services or work under the Master Agreement. <br />2.1.4 Umbrella/Excess Coverage with minimum combined single limits of ONE MILLION <br />DOLLARS ($1,000,000) per occurrence. <br />2.1.5 Errors and Omissions (with Cyber Liability coverage within the policy) with a minimum of <br />ONE MILLION DOLLARS ($1,000,000) per occurrence. <br />2.2 Certificate of Insurance. If required or requested: a Certificate of Insurance shall be completed by <br />Hexagon’s insurance agent(s) as evidence that policies providing the required coverage amounts, <br />conditions, and minimum limits are in full force; and, the completed Certificate of Insurance shall be sent to <br />the contact person identified in the Primary Contracting Document. <br />2.3 Insurance Deductible. Hexagon shall be solely responsible for any deductible losses under the <br />policies required above. <br />3 Indemnification Provisions. <br />3.1 Hexagon will defend, at its expense, a third party action, suit, or proceeding against Customer <br />("Claim"), and indemnify Customer from any judgments, settlements, and reasonable attorney's fees <br />resulting therefrom, to the extent such Claim is (i) attributable to bodily injury, death, or physical damage to <br />tangible property caused by Hexagon's negligent acts or omissions arising under the Master Agreement; <br />or (ii) based upon an allegation that a Software Product, Customized Software, Cloud Application, or <br />Services Deliverable as of its delivery date under the this SOW, infringes a valid United States: patent, <br />copyright, or trademark, or misappropriates a third party's trade secret ("Infringement Claim"). <br />3.2 Hexagon's defense and indemnification obligations are conditioned upon: <br />3.2.1 Customer providing prompt written notice to Hexagon of any Claim; <br />Docusign Envelope ID: 463E937D-8F02-4D22-9EEA-B2B50627D9E0Docusign Envelope ID: DE681D27-7D55-4FB6-8C51-9394D26FBC9E