2019-597-E Human Resources - Select Physical Therapy work fitness testing

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DocuSign Envelope ID:OOD05599-14C3-451E-84B4-EDC8CADBDAFD Public Records Law. Company will provide WorkSTEPS with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of the Confidential Information consistent with all applicable laws and regulations. Should a public records request be made for information WorkSTEPS claims is proprietary in nature, Company will, within a reasonable time, notify WorkSTEPS of such public records request. WorkSTEPS shall, within five(5)business days of said notification provide notice that it does or does not object to the Company disclosing the requested information pursuant to the subject public records request. If WorkSTEPS objects to the disclosure of the requested information, WorkSTEPS agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the Company for its refusal to disclose Confidential Information. WorkSTEPS agrees that if any such complaint or claim is filed it will indemnify Company and will reimburse Company for any and all damages awarded against Company its refusal to disclose the requested information. WorkSTEPS agrees that it releases Company from all loss,liability,claims or expense,including attorney's fees,arising out of or related to the release or disclosure or failure by the Company to release or disclose Confidential Information. WorkSTEPS further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose Confidential Information. 21. Entire Agreement and Signatures: The Parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the Parties unless and until modified in writing and signed by the Parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. 22. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina, Provider 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 b=://www,orajigecoujitync.gov/departments/purchasingdiyision_Icontrac#s.plip}. Any violation of this requirement is a breach of this Agreement and Company may immediately terminate this Agreement without further obligation on the part of the Company. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes, By executing this Agreement, Provider certifies that Provider has not been identified,and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. 23. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 24. Non-Appropriation. Provider and WorkSTEPS acknowledge that Company is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate, In the event that public funds are unavailable and not appropriated for the performance of Company's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Company immediately upon written notice to Provider of the unavailability and non- appropriation of public funds. 5