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Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br /> incorporated herein by reference and may be viewed at <br /> http : //www . orangecountync . gov/departments/ purchasing division /contracts . php ) . If County ' s Risk <br /> Manager determines additional insurance coverage is required such additional insurance shall be designated <br /> here personal liability ( if no additional insurance required mark N/A as being not applicable) . Provider shall <br /> not commence work until such insurance is in effect and certification thereof has been received by the <br /> County' s Risk Manager . <br /> 5 . Indemnity : The Provider agrees , without limitation, to defend , indemnify, and hold harmless <br /> Orange County from all losses , liabilities , claims , demands , suits , costs , damages or expenses ( including <br /> reasonable attorney' s fees ) arising from bodily injury, including death , to any person or persons or damage to <br /> or destruction of any property caused in whole or in part by any negligent or intentional act or omission on <br /> the part of the Provider in carrying out Provider ' s duties and obligations related to the Services to be <br /> provided in this Agreement . <br /> 6 . Termination : This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider . County may suspend this Agreement upon <br /> reasonable notice to Provider . <br /> 7 . Entire Agreement and Signatures : The parties have read this Agreement and agree to be <br /> bound by all of its terms , and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties . Modifications <br /> may be evidenced by telefacsimile signature . This Agreement together with any amendments or <br /> modifications may be executed electronically . All electronic signatures affixed hereto evidence the consent <br /> of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and <br /> Article 40 of North Carolina General Statute Chapter 66 . <br /> 8 . Governing Law and Priority : Both parties agree that this Agreement shall be governed by <br /> the laws of the State of North Carolina and Orange County . Provider shall at all times remain in compliance <br /> with all applicable local , state , and federal laws , rules, and regulations including but not limited to all state <br /> and federal anti - discrimination laws , policies , rules , and regulations and the Orange County Non - <br /> Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by <br /> reference and may be viewed at <br /> http : //www . oran eg coun!ync . og v/departments/purchasing division/contracts . php . ) . Any violation of this <br /> requirement is a breach of this Agreement and County may immediately terminate this Agreement without <br /> further obligation on the part of the County . This paragraph is not intended to limit and does not limit the <br /> definition of breach to discrimination . By executing this Agreement Provider certifies that Provider has not <br /> been identified , and has not utilized the services of any agent or subcontractor identified , on the list created <br /> by the State Treasurer pursuant to G . S . 147 - 86 . 58 . By executing this Agreement Provider certifies that <br /> Provider has not been 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 . 14746 . 81 . By executing this Agreement Provider <br /> affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br /> General Statutes . In determining the basic services to be provided, should any documents be referenced in or <br /> attached to this Agreement, the terms herein shall have priority in any conflict between the terms of <br /> referenced documents and the terms of this Agreement . <br /> 9 . Dispute Resolution : Neither party may initiate binding arbitration . Any disputes shall be <br /> resolved by nonbinding mediation . Should either party initiate litigation to settle any dispute involving the <br /> terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina <br /> seated in Orange County, North Carolina , <br /> Revised 10/ 17 2 <br />