Orange County NC Website
DocuSign Envelope ID:8C3AC364-20A8-477A-92A7-8FBD4923E2D0 <br /> 9. Subcontract. The County and Provider deem the services provided under this Agreement to be <br /> personal in nature and Provider may not subcontract any rights or duties under this Agreement to <br /> any other parry without prior written consent from the County. <br /> 10. Limitation and Assignment. The County and the Provider each bind themselves,their successors, <br /> assigns and legal representatives to the terms of this Agreement. Neither the County nor the <br /> Provider shall assign or transfer its interest in this Agreement or the rights to payment to any other <br /> party without the written consent of the other. <br /> 11. Indemnification. Provider agrees to defend,indemnify,and hold harmless the County,for all loss, <br /> liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, <br /> including death or property damage, to any person or persons caused in whole or in part by the <br /> negligence or willful misconduct of the,Provider, except to the extent same are caused by the <br /> negligence or willful misconduct of the County. It is the intent of this section to require Provider <br /> to indemnify the County to the extent permitted under North Carolina law. Nothing in this section <br /> is intended to affect or abrogate the County's sovereign immunity defenses. <br /> 12. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the <br /> specified services and may be terminated at any time if such funds become unavailable. <br /> 13. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange <br /> County the parties hereto for themselves,their agents, officials, employees and servants agree not <br /> to discriminate in any manner of these basis of race, color, gender, national origin, age,handicap, <br /> religion, sexual orientation,familial status or veterans status with reference to any activities carried <br /> out by the grantee,no matter how remote. The parties hereto further agree in all respects to conform <br /> to the provision and intent of Orange County Civil Rights Ordinance, as amended and the Orange <br /> County Non-discrimination Policy. This provision is enforced by action for specific performance, <br /> injunctive relief, or other remedy as by law provided; this provision shall be binding on the <br /> grantees, the successors and assigns of the parties hereto with reference to the above subject <br /> manner. <br /> 14. Dispute Resolution.Any and all suits or actions to enforce,interpret or seek damages with respect <br /> to any provision of, or the performance or non-performance of,this Agreement shall be brought in <br /> the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is <br /> agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits <br /> or actions. Binding arbitration may not be initiated by either Party,however,the Parties may agree <br /> to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> 15. Living Wage. Orange County is committed to providing its employees with a living wage and <br /> encourages agencies if funds to pursue the same goal. The County's living wage is $ 15 per <br /> hour. To the extent possible, Orange County recommends that Provider provide a living wage to <br /> its employees. <br /> 16. Notice. The Parties hereto agree and understand that written notice,mailed or delivered,to the last <br /> known address shall constitute sufficient notice to the County and the Provider. All notices <br /> required and/or made pursuant to this Agreement to be given to the County and the Provides shall <br /> be in writing and mailed to the party addressed as follows: <br /> County: Finance &Administrative Services Provider: Bridget Pemberton-Smith <br /> Orange County Institute of Art Therapy DBA Art <br /> Post Office Box 8181 Therapy Institute <br /> Hillsborough,NC 27278 200 N. Greensboro St., Suite D-6 <br /> Carrboro,NC <br /> (c(Agencys Name,,>) <br /> Orange County Outside Agency Performance Agreement Page 6 <br /> Rev. 112021 <br />