Orange County NC Website
DocuSign Envelope ID:34046D39-94E5-43C6-BCAA-BF969263E26C <br /> may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's <br /> Risk Manager determines additional insurance coverage is required such additional insurance shall <br /> consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall <br /> not commence work until such insurance is in effect and certification thereof has been received by <br /> the County's Risk Manager. <br /> 12. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all <br /> losses,liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's <br /> fees), arising from any injury, including death, to any person or persons or damage to or destruction <br /> of any property caused in whole or in part by any negligent or intentional act or errors or omission on <br /> the part of the Provider. <br /> 13. Termination: This Agreement may be terminated at any time by mutual written agreement of the <br /> parties or by the County upon written notice to the Provider. <br /> 14. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all <br /> 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 <br /> electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and <br /> Article 40 of North Carolina General Statute Chapter 66. <br /> 15. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of <br /> 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- <br /> discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination <br /> Policy. Any violation of this requirement is a breach of this Agreement and County may <br /> immediately terminate this Agreement without further obligation on the part of the County. This <br /> paragraph is not intended to limit and does not limit the definition of breach to discrimination. By <br /> executing this Agreement Provider affirms that Provider is and shall remain in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement <br /> Provider certifies that Provider has not been identified, and has not utilized the services of any agent <br /> or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. <br /> 16. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect <br /> to any provision of, or the performance or non-performance of, this Agreement shall be brought in <br /> the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed <br /> by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> Binding arbitration may not be initiated by either Party, however, the Parties may agree to <br /> nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> 17. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of <br /> 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 <br /> County's obligations under this Agreement, then this Agreement shall automatically expire without <br /> penalty to County immediately upon written notice to Provider of the unavailability and non- <br /> appropriation of public funds. <br /> [SIGNATURE PAGE TO FOLLOW] <br /> Revised 06/16 5 <br />