HomeMy WebLinkAbout2020-806-E Emergency Svc-Law Enforcement Services Inc. background checksPage 1 of 11
WCSR 33289183v5
SERVICES & LICENSE AGREEMENT
for
Pre-employment Assessment with onlinePHQ® and
Post-Offer Comprehensive Psychological Evaluations
THIS SERVICES AND LICENSE AGREEMENT is made and entered into as of November
23, 2020 (the “Effective Date”), by and between LAW ENFORCEMENT SERVICES, INC. (“LESI”),
located at 3409-A West Wendover Ave., Greensboro, NC, and ORANGE COUNTY, a local political
subdivision of the State of North Carolina by and through its’ Emergency Services Department (CLIENT),
an County located at 510 Meadowlands Drive, Hillsborough, North Carolina, 27278.
RECITALS
WHEREAS, LESI is the owner of certain computer software programs and systems designed to
allow companies and agencies in law enforcement and related fields (including emergency services and
public safety) to make pre-employment screening and evaluation more efficient; and
WHEREAS, LESI desires to provides these programs, systems and services to Client on the terms
and subject to the conditions set forth herein; and
WHEREAS, Client desires to obtain access to use such software and services on the terms and
subject to the conditions set forth herein in order for the Orange County to perform its pre-employment
screening and evaluation of applicants for employment;
NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the
parties, intending to be legally bound, agree as follows:
1. Definitions
1.1 “Agreement” includes this agreement and all Exhibits, Attachments and Riders at the time of
execution.
1.2 “Applicant” means an applicant for employment with Client, or an existing employee of Client,
for whom Client wishes to use the onlinePHQ® system and the post-offer Comprehensive Psychological
Evaluation.
1.3 “Certified Computer” means the client computer equipment and software operating system
approved by LESI and for which the appropriate internet browser certificate has been issued by LESI.
1.4 “Client” means the person or entity signing this Agreement as Client, and includes the Orange
County Emergency Services.
1.5 “License” means the license granted by LESI to Client to use onlinePHQ®, the Reports, Data and
all related functionality of the onlinePHQ® system, in accordance with the terms and conditions of this
Agreement.
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WCSR 33289183v5
1.6 “OnlinePHQ®” system means LESI’s patented and proprietary software and system which collects
data from applicants, analyzes data and generates reports to Client based on biodata from applicant
information.
1.7 “Agency Administration Interface” means that portion of the onlinePHQ® system under which
Client may open user accounts, generate passwords and instruction letters, track Applicants’ progress, and
download Reports.
1.8 “Reports” means LESI’s proprietary reports provided to Client as listed on Exhibit B.
2. Scope of Work. The scope of services being provided under this Agreement is described generally
below, and more specifically identified on Exhibit A attached hereto. The parties agree that LESI’s
services and products to be provided pursuant to this Agreement are as expressly set forth on Exhibit A.
Any additional services requested by Client are subject to LESI’s customary rates and will be billed as an
additional charge.
2.1 onlinePHQ®. The scope of services includes Client’s use of LESI’s onlinePHQ® for pre-offer
screening of Applicants by Client. Such use shall be in accordance with the terms and conditions of this
Agreement and with applicable laws, rules, and regulations.
2.2 Comprehensive Psychological Evaluation. The scope of services also includes performance
of a post-offer, pre-employment Comprehensive Psychological Evaluation of Applicants, upon request by
Client. Only Applicants to whom Client has made offers of employment will be candidates for the
Comprehensive Psychological Evaluation.
3. License. Subject to the terms and conditions of this Agreement, LESI grants Client a non-
exclusive, non-transferable, limited License to use onlinePHQ®, and all published documentation related
thereto and provided to Client by LESI solely for its internal operations on the Certified Computers.
4. Implementation. LESI shall use its commercially reasonable efforts to make the onlinePHQ®
system available on Client’s Certified Computers within thirty (30) days after execution of this
Agreement. Client is responsible for providing all necessary computer hardware, software for accessing
the internet, high speed data connection and support to access onlinePHQ® and download onlinePHQ®
reports via the internet. LESI will issue the browser certificates based on the pricing listed on Exhibit C.
Client acknowledges that LESI will not issue any onlinePHQ® Reports unless and until an Applicant has
completed the onlinePHQ® questionnaire, and for the Comprehensive Psychological Evaluation, has
completed post offer testing and face-to-face interview with an LESI-provided psychologist.
5. Term and Termination
5.1 Term. This Agreement shall commence on the Effective Date and continue for an initial period
(the “Initial Term”) of one (1) year unless earlier terminated as provided below. Upon expiration of the
Initial Term and any Renewal Term (as defined below), this Agreement may be renewed for up to two,
separate one (1) year renewal periods (each such one-year renewal period being a “Renewal Term”) upon
mutual agreement of the parties to each such Renewal Term, and on such terms and conditions for each
such Renewal Term as the parties may agree. The Initial Term and all Renewal Terms are, collectively,
the “Term.”
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WCSR 33289183v5
5.2 Termination.
(a) By LESI. LESI may terminate this Agreement, without prejudice to any other
remedy LESI may have, immediately without further obligation to Client, in the event of (1) any
material breach by Client of its obligations under this Agreement which cannot be remedied within
thirty (30) days of LESI’s notice to Client of the breach and LESI’s intent to terminate the
Agreement; or (2) Client’s making an assignment for the benefit of its creditors, the filing under
any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions
of the United States Bankruptcy Code, or under the provisions of any law of like import in
connection with Client, or the appointment of a trustee or receiver for Client or its property.
(b) By Client. Client may terminate the License, without prejudice to any other remedy
Client may have, in the event of (1) any material breach by LESI of its obligations under this
Agreement which is not remedied within thirty (30) days of Client’s notice to LESI of the breach
and Client’s intent to terminate the Agreement; or (2) LESI’s making an assignment for the benefit
of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the
reorganization or arrangement provisions of the United States Bankruptcy Code, or under the
provisions of any law of like import in connection with LESI, or the appointment of a trustee or
receiver for LESI or its property. Termination shall not relieve Client’s obligation to pay all
amounts which are due and payable as of the effective date of such termination.
(c) 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. It is expressly agreed that County shall not activate this non-appropriation
provision for its convenience or to circumvent the requirements of this Agreement, but only as an
emergency fiscal measure during a substantial fiscal crisis.
In the event of a change in the County’s statutory authority, mandate and/or mandated functions,
by state and/or federal legislative or regulatory action, which adversely affects County’s authority
to continue its obligations under this Agreement, then this Agreement shall automatically terminate
without penalty to County upon written notice to Provider of such limitation or change in County’s
legal authority.
5.3 Effect of Termination. The expiration or termination of this Agreement (for any reason) shall not
relieve either party of any obligation for liabilities accruing prior to the effective date of such expiration
or termination (including, without limitation, liability for money owed). Upon the expiration or
termination of this Agreement for any reason, Client shall immediately cease all use of the onlinePHQ®
system.
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WCSR 33289183v5
6. Price and Payment
6.1 Fees. Client shall pay the service fees listed on Exhibit C for specified services rendered during
the Initial Term For any additional term thereafter, LESI may adjust all or any part of the pricing on
Exhibit C for that term upon thirty (30) days’ prior notice to Client. LESI will provide timely invoices
for all services under this Agreement. Service fees listed, other than reimbursable expenses, are Basic
Service fees. The maximum amount payable for Basic Services shall not exceed Four Thousand Five
Hundred Dollars ($4,500.00).
6.2 Additional Services or Data. Requests for any additional work beyond the scope of services
on Exhibit A and any requests for additional data (including but not limited to older reports, information
for validation, fitness for duty letters and underlying information, expert witness, etc.), may be accepted
by LESI in its discretion and be charged separately to Client on a timely basis at LESI then-current rates.
6.3 Payment. Client will pay all accrued fees and costs within thirty (30) days of receipt of a
properly submitted invoice. In the event the amount stated on an invoice is disputed by the Client, the
Client may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve
the dispute. Should LESI fail to perform its duties under the terms of this Agreement, Client may, without
fault or penalty, withhold any payment associated with the work to be performed until such time as said
work is completed.
6.4 Expenses. Reimbursable expenses are in addition to the fees for Basic Services and are for the
following expenditures to the extent reasonable and actually incurred by LESI with respect to the Project:
(a) The Provider shall not be entitled to any mark-up on actual expenses incurred.
(b) Reimbursable expenses shall be compensated by the Client along with invoices for
Basic Services provided by LESI. Payment of Reimbursable Expenses shall be subject to LESI’s
timely submission of valid receipts for any such expenses and approval by the Client. Any
additional charges not specified herein, must be mutually agreed upon in advance by both Parties
and documented in writing with a letter signed by authorized representatives for each Party, subject
to budgeted funds.
7. Proprietary Rights.
7.1 Client acknowledges and agrees that the copyrights, patents and any patent applications,
trademarks and service marks, trade secrets, and all other intellectual property rights of whatever nature
in onlinePHQ®, the Reports, data, test booklets, questionnaires, and related documentation and any
underlying data and information are and shall remain the sole and exclusive property of LESI, and nothing
in this Agreement should or will be construed as transferring any aspects of such rights to Client (other
than the License on the terms of the Agreement) or any third party. Client will take no action inconsistent
with LESI’s ownership rights as stated above.
7.2 Distribution. Except as otherwise expressly provided herein, Client shall not: (1) make available
or distribute all or part of any onlinePHQ®, LESI forms or test booklets, or other LESI material to any
third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile,
disassemble, or modify, in whole or in part, any of onlinePHQ®; (3) use onlinePHQ® to operate in or as a
time-sharing service venture, or in any way allow third party access to onlinePHQ®; or (4) copy or
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WCSR 33289183v5
distribute all or any part of any Report or any Applicant data except in accordance with applicable local,
state and federal law and any applicable policies or procedures of Client.
8. Client Responsibility
8.1 Administration of onlinePHQ® and post-offer Comprehensive Psychological Evaluation. Client
will notify LESI of any Applicant(s) for whom Client wishes LESI to conduct a Comprehensive
Psychological Evaluation. Any such Applicant(s) shall have been offered employment by Client on such
terms as Client may determine in its sole discretion. LESI shall have no involvement in any offer or
employment decision by Client. LESI will be responsible for the administration of the post-offer
Comprehensive Psychological Evaluation, and all such Comprehensive Psychological Evaluations will be
conducted at LESI’s facility. Any test booklets that might be received by Client shall be returned to LESI,
and Client shall not copy (in any media or format) any test booklet or any other testing materials. Client
acknowledges that it is solely responsible for verifying Applicant identification. Client acknowledges that
LESI cannot provide any onlinePHQ® reports unless and until Applicant has completed the onlinePHQ®
questionnaire and completed any online or written verifications of information to LESI. Client
acknowledges that LESI cannot provide any reports for the Comprehensive Psychological Evaluation until
Applicant has completed post-offer testing and face-to-face interview with an LESI-provided
psychologist.
8.2 Security of Certified Computers & Passwords. Client hereby acknowledges and agrees that it will
provide security and control over the Certified Computers and passwords to ensure that (a) no
unauthorized access is permitted to the Reports or related data, and (b) that all transfer and storage of the
Reports and related data is maintained in a secure environment with access granted only to authorized
persons. Client will immediately notify LESI by telephone, with written notice to follow, in the event that
any Certified Computer or password is lost, stolen, replaced or damaged (if such damage is reasonably
believed to compromise the security of the computer), or if Client has reason to believe that secure access
to the onlinePHQ® or any of the Reports or data, or any Certified Computer has been compromised. Upon
receiving such notice, LESI will promptly take action to terminate access to the affected Certified
Computer.
8.3 Client Responsibility for Hiring Decisions. Client acknowledges and agrees that it retains sole and
exclusive responsibility and liability for any and all decisions regarding any Applicant, including without
limitation, all decisions to evaluate, process, hire or not hire, and retain any Applicant, and all fitness for
duty evaluations and aptitude determinations of any Applicant for any position with Client. By providing
the Services, data, Reports and other services or information contemplated by this Agreement (including,
without limitation, the psychological assessment described on Exhibit A), LESI makes no representation
or warranty of any kind regarding, and assumes no liability for, any Applicant’s fitness for duty with
Client, aptitude for any employment with Client, past or future performance of any job with Client, or the
outcome of any employment decision, act or omission of or by Client. Client acknowledges that LESI’s
services hereunder are not designed or intended to be an exclusive or exhaustive set of information on or
assessments of any Applicant, and that Client should utilize all available resources in making any
determination of any Applicant’s fitness or aptitude for employment with Client, particularly for positions
involving public contact and safety, and Client is solely responsible for such determination.
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WCSR 33289183v5
9. Indemnity; Limitation of Liability
9.1 Indemnity. Client shall to the extent provided by North Carolina law protect, defend, indemnify
and hold LESI, its affiliates and their respective directors, officers, employees, and agents, and their
respective successors and permitted assigns, harmless from any and all claims, actions, causes of action,
liabilities, losses, damages, costs or expenses, including reasonable attorneys' fees, which result from any
claim based upon or arising from (i) a material breach by Client of any of its express representations,
warranties, covenants, agreements or obligations under the Agreement; (ii) any act or omission of Client
in the interview, evaluation, employment decision or hiring/termination process related to any Applicant;
and (iii) any act or omission of any Applicant (including, without limitation, claims arising under any
theory of employer vicarious liability or respondeat superior).
9.2 Limitation of Liability. LESI EXPRESSLY DISCLAIMS, AND CLIENT HEREBY
EXPRESSLY WAIVES, ALL WARRANTIES EXPRESS OR IMPLIED RELATED TO THE
SERVICES PROVIDED BY LESI UNDER THIS AGREEMENT. NEITHER LESI NOR ITS
SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS OR REPRESENTATIVES SHALL HAVE
ANY LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF
LESI TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED
TO THE AMOUNTS PAID TO LESI BY CLIENT UNDER THIS AGREEMENT. THE FEES HEREIN
REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE
EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.
10. Force Majeure. Neither party shall be under any liability for any loss or for any failure to perform
any obligation hereunder due to causes beyond its control including without limitation industrial disputes
of whatever nature, power loss, telecommunications failure, acts of God, acts of terrorism, or any other
cause beyond its reasonable control.
11. General
11.1 Validity. If any part of this Agreement is held to be illegal or unenforceable, the validity or
enforceability of the remainder of this Agreement shall not be affected.
11.2 Binding Agreement. This Agreement will be binding upon and inure to the benefit of the parties
hereto, their respective successors and assigns. Client may not assign its rights or obligations under this
Agreement without the prior written consent of LESI.
11.3 No Waiver. The failure of a party to exercise any right or option given to it by, or to insist upon
strict adherence to, the terms of this Agreement shall not constitute a waiver of any terms or conditions
contained herein with respect to any such breach or any other or subsequent breach.
11.4 Solicitation. Client shall not solicit the employment of any LESI personnel who has been directly
involved in the development, sale, installation, or support of onlinePHQ® during the term of this
Agreement and for a period of two (2) years from the termination of this Agreement.
11.5 Notice. All notices hereunder shall be in writing and shall be deemed to have been duly given (i)
when delivered personally, (ii) two (2) business days after delivery to a nationally recognized overnight
delivery service, charges prepaid, (iii) three (3) days after being sent by registered or certified mail,
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WCSR 33289183v5
postage prepaid, or (iv) when receipt is confirmed, if by facsimile or other telegraphic means, to the
addresses below (such addresses may be altered by written notice given in accordance with this Section):
If to LESI:
Law Enforcement Services, Inc.
3409-A West Wendover Avenue
Greensboro, NC 27407
Ellen Cuttler, President
Facsimile: 336-299-0110
If to Client:
Orange County Emergency Services
510 Meadowlands Drive
Hillsborough, NC 27278
Jeryl Anderson, OCES Representative
Facsimile: 919-732-8137
11.6 Relationship of Parties. In providing the services hereunder, LESI is acting as and shall be
considered to be an independent contractor of Client. Nothing in this Agreement shall be deemed
or construed by any party, or any other person, as creating the relationship of partnership, joint
employers, or joint venture between the parties hereto.
11.7 Entire Agreement; Amendments. This Agreement, and any attachments to this Agreement,
comprise the entire agreement between the parties regarding the subject matter hereof and
supersedes and merges all prior proposals, understandings and all other agreements, oral and
written, between the parties relating to the subject matter hereof. No amendment, change, or
modification of this Agreement shall be valid unless the same be in writing and signed by the
parties hereto.
11.8 No Third-Party Beneficiaries. No Applicant or any third party is entitled to rely on any
provision of this Agreement nor is this Agreement intended to confer upon any person other than
the direct parties hereto and their successors and permitted assigns any rights or remedies
hereunder. The parties to this Agreement assume no liability to any third party because of any
reliance on any provision of this Agreement.
11.9 Counterparts. The parties may execute this Agreement in multiple counterparts, each of
which constitutes an original, and all of which, collectively, constitute one and the same
agreement. The signatures of all of the parties need not appear on the same counterpart, and
delivery of an executed counterpart signature page by facsimile is as effective as executing and
delivering this Agreement in the presence of the other parties to this Agreement.
11.10 Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties
to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.
[Remainder of page intentionally left blank; Signature page follows]
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WCSR 33289183v5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.
LAW ENFORCEMENT SERVICES, INC.
By: ___________________________________
Ellen Cuttler
President
ORANGE COUNTY EMERGENCY SERVICES
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
Attached Exhibits
Exhibit A – Scope of Work
Exhibit B – Reports
Exhibit C – Pricing
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12/23/2020
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WCSR 33289183v5
EXHIBIT A
Scope of Work
LESI will provide Client with access to the onlinePHQ® system, a patented, online application for
collecting, analyzing and reporting background information.
LESI will provide Client access to the LESI Agency Administrative Interface, allowing the
Department to create onlinePHQ® passwords, track applicant progress in completing onlinePHQ®
and download onlinePHQ® reports.
LESI will provide Client with post-offer, pre-employment Comprehensive Psychological
Evaluations for each Applicant that Client specifies. LESI will provide Client with a
Comprehensive Psychological Assessment Report for each Applicant (a) for whom Client has
requested a Comprehensive Psychological Evaluation and (b) who has presented at LESI’s facility
and participated fully in the Comprehensive Psychological Evaluation. Such Applications will
include sworn or non-sworn position employment candidates, including but not limited to,
telecommunication employment candidates as may from time to time be referred by Client for said
assessment. Such assessment shall include evaluation of both written testing and an oral interview
of each candidate. Written testing shall include a review and evaluation of intellectual ability,
educational achievement, emotional characteristics and overall psychological adjustment.
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WCSR 33289183v5
EXHIBIT B
Reports
The onlinePHQ® provides the following reports containing personal history, background
information, and biodata:
(1) Bio-data Summary Report. Summary report of bio-data indices of critical items
derived from information submitted by applicant.
(2) Critical Items Report. This report contains two types of information:
a. Critical Items: Are items, which have been linked, through proprietary research,
to specific negative job outcomes in law enforcement. This report does not
guarantee any specific outcome of any Applicant, but serves as one indicator to
Client that additional evaluation and/or investigation of these areas should be
conducted.
b. Negative indicators: Are items, which although linked to negative outcome have
not, as yet, been empirically validated (they are not used to calculate the biodata
indices) used to make assessments. Nonetheless, they are identified as items that
Client should follow up on through additional evaluation and/or investigation.
(3) The Background Investigators' Report. This is the comprehensive compilation
of the applicants' responses to all relevant questions in the onlinePHQ®. This is the primary
document to which Client’s background investigators should refer to obtain detail about
items noted on all the other reports.
(4) The Life Events Report. This is a summarization of the information submitted by
the applicant. The pertinent data is organized into "life events. ”Life event data, includes
a "begin and end date" for the event(s) in question as well as the frequency of these events
(if applicable). Background investigators may use this report to review a "snapshot" of the
applicant's background, and/or identify pertinent issues.
(5) Discrepancy Report (if applicable). Current applicant data is compared to
previously submitted applicant data and compared. Discrepancies in critical items and
negative indicators are identified and reported.
Post Offer, Comprehensive Psychological Evaluation
The LESI assessment process generates a post offer, Comprehensive Psychological Evaluation
Report based on a battery of tests, social history, and applicant interview with the LESI-provided
psychologist. Topics covered in the assessment report include:
- Background data
- Personal impression and presence
- Educational Achievement
- Emotional characteristics
- Specific areas of concern
- Overall assessment of suitability for employment
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EXHIBIT C
Pricing
The cost for services will be as follows:
1. onlinePHQ Reports $ 50.00 per password utilized
2. Comprehensive Report: $300.00 per candidate
3. Administrative fee Comprehensive Psychological: $100.00 per Applicant
(charged if Applicant fails to appear for face-to-face interview)
4. Agency Administrative Interface Initial Certification: $250.00 per workstation
(Initial access fee per Certified Computer station)
5. Agency Administrative Interface Yearly Renewal Fee: $125.00 per workstation
(for Certified Computer station each year after the Initial Certification expires)
6. Reimbursable Expenses: Approved expenses billed on an actual out-of pocket basis
Additional or other services requested by Client in addition to those listed in Exhibit A will be
billed at LESI’s customary rates.
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ATTACHMENT 1, Additional Terms and Conditions.
Revised 07/20
1
[Departmental Use Only]
TITLE LESI, INC
FY 20-21
SERVICE AND LICENSE AGREEMENT FOR PRE-EMPLOYMENT ASSESSMENT WITH
OnlinePHQ AND POST-OFFER COMPREHENSIVE PSYCHOLOGICAL EVALUATIONS
1. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of N/A (if no additional insurance required mark N/A
as being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state
and federal non-discrimination laws, policies, rules, and regulations and the Orange
County Non-Discrimination Policy and Orange County Living Wage Policy (each policy
is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not
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ATTACHMENT 1, Additional Terms and Conditions.
Revised 07/20
2
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e. Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
f. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name
Attention:JEmergency Sevices Director Ellen Cuttler, President
P.O. Box 8181 LESI
Hillsborough, NC 27278
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: _________________________________
Dinah Jeffries, Emergency Services
Director
By: __________________________________
President
Printed Name and Title
DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28
12/23/202012/30/2020
ATTACHMENT 1, Additional Terms and Conditions.
Revised 07/20
3
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: Law Enforcement Services, Inc Party/Vendor Contact Person: Ellen Cutler Contact Phone:
336-852-6902 Party/Vendor Address: 3409-A West Wendover Ave City Greensboro State: NC Zip: 27407
Department: Emergency Services Amount: 4,500.00 Purpose: Online Personal History Questionnaire and Post
Offer Psychological Evaluations Budget Code(s): 10757520-630000(EMS) and 10755020-630000(Comm)Vendor #
56947 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New
Renewal Amendment Effective Date 11/23/2020 Approved by Board Yes No Agenda Date:
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed: During emergent hiring for EMS and Comm, we did utilize the services and was not aware the
contract had expired. LESI continued to use the same terms until we could get a contract executed.
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28
12/23/2020
12/23/2020
12/30/2020
12/30/2020
ATTACHMENT 1, Additional Terms and Conditions.
Revised 07/20
4
DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28
DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28