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DocuSign Envelope ID: 1 E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 <br /> 8. 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 <br /> performing the services under this Agreement. Such personnel shall not be employees or <br /> have any contractual relationship with the County. All personnel engaged in work under this <br /> Agreement shall be fully qualified and shall be authorized and permitted under federal, state <br /> and local law to perform such services. <br /> 9. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina. By <br /> executing this Agreement Provider affirms that Provider and any subcontractors of Provider <br /> are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br /> General Statutes. By executing this Agreement Provider certifies that Provider has not been <br /> identified, and has not utilized the services of any agent or subcontractor identified, on the <br /> list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement <br /> Provider certifies that Provider has not been identified, and has not utilized the services of <br /> any agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br /> G.S. 147-86.81. <br /> 10. Non-Discrimination. Provider shall at all times remain in compliance with all applicable <br /> local, state, and federal laws, rules, and regulations including but not limited to all state and <br /> federal non-discrimination laws,policies, rules, and regulations and the Orange County Non- <br /> Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated <br /> herein by reference and may be viewed at <br /> lit" :'iw« .oran)cacountvnc.<aew/cic_art rents/ Li hasin? division c€>ntracts. h ) Any <br /> violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br /> and County may immediately terminate this Agreement without further obligation on the <br /> part of the County. This paragraph is not intended to limit and does not limit the definition <br /> of breach to discrimination. <br /> 11. 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 <br /> be brought in the General Court of Justice of North Carolina sitting in Orange County, <br /> North Carolina. It is agreed by the parties that no other court shall have jurisdiction or <br /> venue with respect to such suits or actions. Binding arbitration may not be initiated by <br /> either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to <br /> the bringing of such suit or action. <br /> 12. Subcontract. The County and Provider deem the services provided under this Agreement to <br /> be personal in nature and Provider may not subcontract any rights or duties under this <br /> Agreement to any other party without prior written consent from the County. <br /> 13. Assignment. The Provider shall not assign this Agreement, including the rights to payment, <br /> to any other party without the prior written consent of the County. <br /> 14. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for <br /> all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily <br /> injury, including death or property damage, to any person or persons caused in whole or in <br /> part by the negligence or willful misconduct of the Provider, except to the extent same are <br /> AnimalK hd,Lie. (Rev. 612018) <br /> Orange County Per,fonvance-4greemeitt <br /> Page 6 of 9 <br />