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DocuSign Envelope ID:A41727C9-2E16-4FFD-ACC3-36FC9EBCBC9E <br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may <br /> be required by County's Risk 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 /> incorporated herein by reference and may be viewed <br /> athttp://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk <br /> Manager determines additional insurance coverage is required such additional insurance shall be designated <br /> here N/A. Provider shall not commence work until such insurance is in effect and certification thereof has <br /> been received by the County's Risk Manager. <br /> 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br /> from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br /> attorney's fees) arising from 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 intentional act or omission on the <br /> part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in <br /> this Agreement. <br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon <br /> reasonable notice to Provider. <br /> 7. Entire Agreement and Signatures:tures: The parties have read this Agreement and agree to be <br /> bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. Modifications <br /> may be evidenced by telefacsimile signature. This Agreement together with any amendments or <br /> modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of <br /> the Parties to comply with Article IIA and Article 40 of North Carolina General Statute Chapter 66, as <br /> applicable. <br /> 8. Governing Law and Priority Both parties agree that this Agreement shall be governed by <br /> the laws of the State of North Carolina and Orange County. By executing this Agreement Provider affirms <br /> Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br /> Statutes, as applicable. In determining the basic services to be provided, should any documents be <br /> referenced in or attached to this Agreement, the terms herein shall have priority in any conflict <br /> between the terms of referenced documents and the terms of this Agreement. <br /> 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be <br /> resolved by nonbinding mediation. Should either party initiate litigation to settle any dispute involving the <br /> terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina <br /> seated in Orange County,North Carolina. <br /> 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate. In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br /> immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> 11. Miscellaneous: <br /> (a) County shall supervise Provider's Assigned Individuals providing services to County. County <br /> will not permit or require a Provider Assigned Individual: (i)to perform services outside of the scope of his or <br /> her assignment; (ii) to sign contracts or statements; (iii) to sign, endorse, wire, transport or otherwise convey <br /> cash, securities, checks or any negotiable instruments or valuables; (iv) to perform services remotely(e.g., on <br /> premises other than the County's or the County's customer's premises), or to use computers, or other <br /> Revised 1/16 2 <br />