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DocuSign Envelope ID: 62A1013D- 4F2B- 44EF- ADF9- D546F5907E88 <br />satisfaction the sums due to TMA. The Bank is authorized to receive information <br />relating to this Agreement and payments due under the Agreement and all amendments <br />or modifications to the Agreement from ORANGE COUNTY (the government <br />authority). The Bank is authorized to rely upon the terms of the Agreement. The <br />government authority agrees to give notice to the Bank thirty (30) days prior to <br />termination of this Agreement by action of the governing body. <br />5. INDEMNIFICATION: To the fullest extent permitted by North Carolina laws and <br />regulations, TMA shall indemnify and hold harmless the County and its officials, <br />agents, and employees from and against all claims, damages, losses and expenses, <br />direct, indirect or consequential (including, but not limited to, fees and charges to <br />attorneys and other professionals and costs related to court action or arbitration) arising <br />out of or resulting from the performance of this contract or the actions of TMA or its <br />officials, employees, or contractors under this Contract or under the Contracts entered <br />into by TMA in connection with this contract. This indemnification shall survive the <br />termination of this Agreement. <br />6. NON - DISCRIMINATION: Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited <br />to all state and federal non - discrimination laws, policies, rules, and regulations and the <br />Orange County Non - Discrimination Policy and Orange County Living Wage Policy <br />(each policy is incorporated herein by reference and may be viewed at <br />http: / /www. orangecountync. gov/ departments / purchasing _division /contracts.php.) <br />Any violation of the Orange County Non - Discrimination Policy is a breach of this <br />Agreement and County may immediately terminate this Agreement without further <br />obligation on the part of the County. This paragraph is not intended to limit and does <br />not limit the definition of breach to discrimination. <br />7. LAW CONTROLLING: This Agreement and the duties, responsibilities, obligations <br />and rights of respective parties hereunder shall be governed by the laws of the State of <br />North Carolina. By executing this Agreement TMA affirms that they and any <br />subcontractors of TMA are and shall remain in compliance with Article 2 of Chapter <br />64 of the North Carolina General Statutes. By executing this Agreement TMA certifies <br />that they has not been identified, and has not utilized the services of any agent or <br />subcontractor identified, on the list created by the State Treasurer pursuant to G.S. <br />§147-86.58. By executing this Agreement TMA certifies that TMA has not been <br />identified, and has not utilized the services of any agent or subcontractor identified, on <br />the list created by the State Treasurer pursuant to G.S. § 147- 86.81. <br />8. NON - ASSIGNMENT: This Agreement is not assignable by either party, by operation <br />of law or otherwise. <br />9. MODIFICATION: This contract may be modified only by a written agreement <br />executed by both parties hereto. <br />10. ENTIRE AGREEMENT: This contract constitutes the entire agreement of the parties <br />and no other agreement or modification to this contract, expressed or implied, shall be <br />binding on either party unless same shall be in writing and signed by both parties. This <br />5 <br />Revised 7/2018 <br />