2016-279-E AMS - Robert Half International, Inc. to provide temporary staffing services

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DocuSign Envelope ID: BOCE6194-B520-4413-8CB6-FF56F09D56AB http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A. Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures:tures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 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 I I A and Article 40 of North Carolina General Statute Chapter 66, as applicable. 8. Governing Law and Priority Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes, as applicable. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 10. 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. 11. Miscellaneous: (a) County shall supervise Provider's Assigned Individuals providing services to County. County will not permit or require a Provider Assigned Individual: (i) to perform services outside of the scope of his or her assignment; (ii) to sign contracts or statements; (iii) to sign, endorse, wire, transport or otherwise convey cash, securities, checks or any negotiable instruments or valuables; (iv) to perform services remotely (e.g., on premises other than the County's or the County's customer's premises), or to use computers, or other electronic devices, software or network equipment owned or licensed by the Provider Assigned Individual; or (v) to operate machinery(other than office machines)or automotive equipment. (b) This Agreement is only applicable to, and the only Robert Half International Inc. branch and Revised 1/16 3