2018-611-E Emergency Svc - Durham Tech Paramedic Academy MOU

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3 10.Relationship of the Parties. DTCC shall operate as an independent contractor, and the OCES shall not be responsible for any of the DTCC’s acts or omissions. Neither DTCC nor any employee of DTCC shall be deemed to be an officer, employee or agent of the OCES. DTCC shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes 11.Insurance. DTCC, an agency of the State of North Carolina, is responsible for its and its employees’ negligence as provided under North Carolina law. DTCC shall maintain insurance sufficient to adequately insure itself during the performance of these services. 12.Indemnity. DTCC agrees to defend, indemnify and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney’s fees) to the extent provided by the North Carolina Tort Claims Act, arising from bodily injury including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the DTCC, its agents, or assigns directly or indirectly related to the Services performed pursuant to this MOU. 13.Intent to be Bound. The Parties have read this Agreement and agree to be bound by all of its terms, and further agree that the documents constitute the complete and exclusive statement of the Agreement between the parties. 14.Entire Understanding. The Agreement contains the entire understanding of the Parties and shall not be altered, amended or modified, except by an agreement in writing executed by the duly authorized officials of both parties. 15.Governing Law. Both Parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. DTCC shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement DTCC certifies that DTCC has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement DTCC certifies that DTCC has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement DTCC affirms DTCC is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 16. Dispute Resolution: Neither Party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to DocuSign Envelope ID: 1D2F72E1-7812-4189-AADB-755F2C851397