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DocuSign Envelope ID: B67A2C26-3304-4095-BB1C-73A2BC4A569A
<br /> d. Nothing in this section is intended to affect or abrogate the County's sovereign immunity
<br /> defenses.
<br /> 7. Relationship of the Parties. Provider is an independent contractor of the County. Provider
<br /> represents that they have or will secure, at his own expense, all personnel required in performing
<br /> the services under this Agreement. Such personnel shall not be employees or have any
<br /> contractual relationship with the County. All personnel engaged in work under this Agreement
<br /> shall be fully qualified and shall be authorized and permitted under federal, state and local law to
<br /> perform such services.
<br /> 8. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws,
<br /> ordinances, orders and regulations of the federal, state or local governments, as well as their
<br /> respective departments, commissions, boards, and officers, which are in effect at the time of
<br /> execution of this Agreement or are adopted at any time following execution of this agreement.
<br /> 9. Subcontract. The County and Provider deem the services provided under this Agreement to be
<br /> personal in nature and Provider may not subcontract any rights or duties under this Agreement to
<br /> any other party without prior written consent from the County.
<br /> 10. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to
<br /> any other party without the prior written consent of the County.
<br /> 11. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all
<br /> loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury,
<br /> including death or property damage, to any person or persons caused in whole or in part by the
<br /> negligence or willful misconduct of the Provider, except to the extent same are caused by the
<br /> negligence or willful misconduct of the County. It is the intent of this section to require Provider
<br /> to indemnify the County to the extent permitted under North Carolina law. Nothing in this
<br /> section is intended to affect or abrogate the County's sovereign immunity defenses.
<br /> 12. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the
<br /> specified services and may be terminated at any time if such funds become unavailable.
<br /> 13. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange
<br /> County the parties hereto for themselves, their agents, officials, employees and servants agree not
<br /> to discriminate in any manner of these basis of race, color, gender,national origin, age, handicap,
<br /> religion, sexual orientation, familial status or veterans status with reference to any activities
<br /> carried out by the grantee, no matter how remote. The parties hereto further agree in all respects
<br /> to conform to the provision and intent of Orange County Civil Rights Ordinance, as amended and
<br /> the Orange County Non-discrimination Policy. This provision is enforced by action for specific
<br /> performance, injunctive relief, or other remedy as by law provided; this provision shall be
<br /> binding on the grantees, the successors and assigns of the parties hereto with reference to the
<br /> above subject manner.
<br /> 14. Living Wage. Orange County is committed to providing its employees with a living wage and
<br /> encourages agencies if funds to pursue the same goal. The County's living wage is $ 13.75 per
<br /> hour. To the extent possible, Orange County recommends that Habitat for Humanity, Orange
<br /> County,NC, Inc.provide a living wage to its employees.
<br /> 15. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to the
<br /> last known address shall constitute sufficient notice to the County and the Provider. All notices
<br /> (Habitat for Humanity, Orange County,NC,Inc.)
<br /> Orange County Outside Agency Performance Agreement Page 4 of 10
<br /> Rev. 7/17
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