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000wSWn Envelope ID:88584o08-7Aor-4rCoo088-38r30E30ro38 <br /> workers'compensation purposes. The Provider uodem(nuda that neither federal, om« state, not-payroll tax of <br /> any kind nbo|| be withheld or paid by the County on behalf nfthe Provider or the employees of the Provider. <br /> /[ Insurance: Provider mhmU obtain, at its sole expense, Commercial General Liability <br /> Dmoronno` Automobile Tnxooauce` Workers' Compensation Imuonnom' and any additional insurance as may <br /> be required by Owner's 0*k Manager as such insurance requirements are described in the Orange County <br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br /> iocoqpooahrd \noroin hv reference and may bo viewed ut . <br /> If Owner's Risk Manager determines additional insurance coverage is »ogni,nd such additional iunumucm <br /> shall consist of (if aoadditional insurance required mark N/A um hmhxg not applicable). Provider mbn\| <br /> not continence nnnt until such insurance is in effect and cortiOcm1|m, thereof has been received by the <br /> {)n/us/aI{iokyWnuagn: <br /> 5, : The Provider agrees hodefend, indu`noify, and hold harmless Orange County <br /> from all losses, liabilities, o|n|ua, demands, muds, costs, damages or map000mo (iun|ud|nQ reasonable <br /> attorney's Gees) arising front bodily —injury, including death, to any person or persons or damage to or ( <br /> destruction of any property caused in whole or in part by any negligent or h)hootko)nl act or omission oil the <br /> part of the Provider. <br /> (i : This Agreement may beterminated ut any time by Mutual written agreement of <br /> the parties o,by the County upon written notice 1m the Provider. <br /> 7. Entire Agreement and Signatures: The parties have read this Agreement and oQnem to be <br /> bound by all of its Ceuos` and ft/rUie, mgvon that it constitutes the complete and ezo|om1vo statement of tile <br /> /kgcoemnuk hmhveoo the pmrdpo uo|eam and until modified in writing and signed by the patties. This <br /> Agreement together with any amendments or nmndiUum|inoa may be executed ml#oUouico||v. All m|cotvonin <br /> oiQnu(uoom wDlucd hereto mvidouoc the intent of the yardeo to comply with /\d|u|* | |/\ and Article 40 of <br /> l4nnh Cono|b)m General Statute Chapter b0. <br /> 8. : In determining the basic services to he provided' should ally documents be <br /> vxtenauued in or attached to this Agreement, the terms herein shall have priority in any conflict bn1neno the <br /> terms of referenced documents and the terms o[this Agreement. <br /> 9\ Both parties agree that this f\Anzeux#u1 abu|l be governed by the |u*s of the <br /> State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms ofthis <br /> Agreement such litigation mho(| be initiated in the General Court Of Justice of Nk`db [aom|iuu seated in <br /> [}/nu8m County, North C000Duu. Provider shall at all iboco rmo\oia in co/npUnoom with all oppUnmNc |oum|` <br /> state, and federal \a`vu ou|em' all(] regulations including but not limited to all anti-discrimination laws, <br /> 10. Any and all suits or actions to enforce, interpret, or seek dmrnages with <br /> respect to any provision of, mthe performance or non-performance of, this Agreement shall bebrought in <br /> the General Court of Justice of North Carolina sitting in Orange Count),, North Carolina, It is agreed by the <br /> podZcu that no other court mho|| have jurisdiction or venue with respect to such suits or actions. &8b/dhnA <br /> arbitration may not be initiated by either Party, however, the Pndimy may agree 10 nonbinding mediation of <br /> any dispute prior to the bringing of such suit oraction. <br /> 11 Provider acknowledges that County is govooxomntu| entity, and the <br /> validity of this Agreement is based upon the availability of public ftinding under the authority of its statutory <br /> mandate. In the event that public funds are unavailable and not appropriated lot,the performance of County's <br /> obligations under this Agreement, then this Agreement shall uo&»omu(ion|\y expire without penalty tuCounty <br /> immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> Revised 10/14 <br />