Orange County NC Website
DocuSign Envelope ID:B24B6EE8-440A-4618-BA1B-758A520A23BC <br /> required by County's Risk Manager as such insurance requirements are described in the Orange County Risk <br /> 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 due to Provider's insurance coverages <br /> falling short of Orange County's minimum coverage requirements, such additional insurance shall consist of <br /> (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work <br /> until such insurance is in effect and certification thereof has 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 attorney's <br /> fees) arising from bodily injury, including death, to any person or persons or damage to or destruction <br /> of any property to the extent caused by any negligent or intentional act or omission on the part of the <br /> Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this <br /> Agreement on the part of the Provider. <br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County upon thirty (30) days' written notice to the Provider. County may suspend this <br /> Agreement upon 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 Agreement <br /> together with any amendments or modifications may be executed electronically. All electronic signatures <br /> affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to <br /> 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 /> 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with <br /> respect 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 by the <br /> parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding <br /> arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br /> any dispute prior to the bringing of such suit or action. <br /> 2 <br />