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DocuSign Envelope ID:D164BE86-F785-4067-B01F-BFFEBB5FF1B9 <br /> workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of <br /> any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br /> 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability <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 at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk <br /> Manager determines additional insurance coverage is required such additional insurance shall consist of <br /> Cyber Liability (if no additional insurance required mark N/A as being not applicable). Provider shall not <br /> commence work until such insurance is in effect and certification thereof has been received by the County's <br /> Risk Manager. <br /> 5. Indemnity: The Provider shall be fully liable for the actions of its agents, employees, <br /> partners or subcontractors and shall fully indemnify and save harmless the County and Authorized Users <br /> from suits, actions, damages and costs of every name and description (including reasonable attorney's fees) <br /> relating to personal injury and damage to real or personal tangible property caused by an intentional act or <br /> negligence of Provider, its agents, employees, partners or subcontractors, without limitation that relate to <br /> Provider's obligations under this Agreement; provided, however, that the Provider shall not indemnify the <br /> County or Authorized Users for that portion of any claim, loss or damage arising hereunder due to the <br /> negligent act,failure to act or intentional act of the County of the Authorized Users. <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 the Provider. <br /> 7. Entire Agreement and Signatures: 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. This <br /> Agreement together with any amendments or modifications may be executed electronically. All electronic <br /> signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of <br /> the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> 8. Priority: In determining the basic services to be provided, should any documents be <br /> referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict <br /> between the terms of referenced documents and the terms of this Agreement. <br /> 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and <br /> federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, <br /> policies,rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living <br /> Wage Policy (each policy is incorporated herein by reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this <br /> requirement is a breach of this Agreement and County may immediately terminate this Agreement without <br /> further obligation on the part of the County. This paragraph is not intended to limit and does not limit the <br /> definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and <br /> shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br /> executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the <br /> services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. <br /> Revised 2/17 2 <br />