2021-004-E Social Svc - Chapel Hill Outreach project Cardinal Managed Care

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DocuSign Envelope ID: D90F57Fl-8076-4358-9941-F62552053F84 9. Subcontract. The County and Provider deem the services provided under this Agreement to be personal in nature and Provider may not subcontract any rights or duties under this Agreement to any other parry without prior written consent from the County. 10. Limitation and Assignment. The County and the Provider each bind themselves,their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement or the rights to payment to any other party without the written consent of the other. 11. Indemnification. Provider agrees to defend,indemnify,and hold harmless the County,for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 12. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. 13. Non-Discrimination. Provider agrees as part of consideration of the granting of fiends by Orange County the parties hereto for themselves,their agents, officials, employees and servants agree not to discriminate in any manner of these basis of race, color, gender,national origin, age, handicap, religion,sexual orientation,familial status or veterans status with reference to any activities carried out by the grantee,no matter how remote. The parties hereto further agree in all respects to conform to the provision and intent of Orange County Civil Rights Ordinance, as amended and the Orange County Non-discrimination Policy. This provision is enforced by action for specific performance, injunctive relief, or other remedy as by law provided; this provision shall be binding on the grantees, the successors and assigns of the parties hereto with reference to the above subject manner. 14. 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. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party,however,the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 15. Living Wage. Orange County is committed to providing its employees with a living wage and encourages agencies if funds to pursue the same goal. The County's living wage is $ 15 per hour. To the extent possible, Orange County recommends that Provider provide a living wage to its employees. 16. Notice. The Parties hereto agree and understand that written notice,mailed or delivered,to the last known address shall constitute sufficient notice to the County and the Provider. All notices required and/or made pursuant to this Agreement to be given to the County and the Provides shall be in writing and mailed to the party addressed as follows: County: Finance&Administrative Services Provider: Terry David Orange County Chapel Hill Outreach Project,Inc. Post Office Box 8181 DBA KidSCope Hillsborough,NC 27278 101 Cloister Court, Suite D Chapel Hill,NC (aAgencys_Nameh Orange County Outside Agency Performance Agreement Page 6 Rev. 112021