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DocuSign Envelope ID:CF1COC68-8945-481A-B612-FE13833AD09D <br /> 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 NA (if no additional insurance required mark N/A as being not applicable). Provider shall not <br /> commence work until such insurance is in effect and certification thereof has been received by the County's <br /> Risk Manager. <br /> 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without <br /> limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, <br /> demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, <br /> including death, to any person or persons or damage to or destruction of any property caused in whole or in <br /> part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's <br /> duties and obligations related to the Services to be provided in this Agreement. It is the intent of this <br /> provision to require the Provider to indemnify the County to the fullest extent permitted under North <br /> Carolina law. <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 /> htip://www.oran e�tpc. 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. 147-86.81. 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. If such mediation fails either party may initiate litigation to resolve the <br /> dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement <br /> Revised 11/19 2 <br />