Orange County NC Website
Revised 6/19 <br /> 2 <br />4. Insurance : Provider, an agency of the State of North Carolina, is responsible for its and its <br />employees' negligence as provided under North Carolina law. Provider shall maintain professional liability <br />self-insurance coverage sufficient to adequately insure itself during the performance of these services. <br /> <br />5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br />attorney's fees), to the extent provided by the North Carolina Tort Claims Act, 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, its agents, or assigns directly <br />or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. <br /> <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 the Provider. <br /> <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. This <br />Agreement together with any amendments or modifications may be executed electronically. All electronic <br />signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of <br />North Carolina General Statute Chapter 66. <br /> <br />8. Priority: In determining the basic services to be provided, should any documents be <br />referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict <br />between the terms of referenced documents and the terms of this Agreement. <br /> <br />9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br />State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and <br />federal laws, rules, and regulations including but not limited to all state and federal anti -discrimination laws, <br />policies, rules, and regulations and the Orange County Non-Discrimination Policy. 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 affirms that Provider is and <br />shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br />executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the <br />services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147 -86.58. <br />By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the <br />services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. <br />147-86.81. <br /> <br />10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with <br />respect 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 agreed by the <br />parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding <br />arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br />any dispute prior to the bringing of such suit or action. <br /> <br />11. Non Appropriation: Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br />immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br /> <br />DocuSign Envelope ID: FB8633A7-7427-4234-85C2-8B1508ED7177