Orange County NC Website
Revised 06/21 <br /> <br /> <br />2 <br />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 n/a (if no additional insurance required mark N/A as being not applicable). Provider shall not commence <br />work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. <br /> <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, demands, <br />suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodil y injury, including <br />death, to any person or persons or damage to or destruction of any property caused in whole or in part by any <br />negligent or intentional act or omission on the part of the Provider in carrying out Provider’s duties and <br />obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require <br />the Provider to indemnify the County to the fullest extent permitted under North Carolina law. <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 Provider. <br /> <br />7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound <br />by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement <br />between the parties unless and until modified in writing and signed by the parties. Modifications may be <br />evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may <br />be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize <br />electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina <br />General Statute Chapter 66. <br /> <br />8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of <br />the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all <br />applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal <br />anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy <br />and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed <br />at http://www.orangecountync.gov/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 by <br />the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider <br />has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list <br />created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms <br />Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. <br />In determining the basic services to be provided, should any documents be referenced in or attached to this <br />Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and <br />the terms of this Agreement. <br /> <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 such <br />litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North <br />Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, <br />including attorneys’ fees. <br /> <br />DocuSign Envelope ID: 291E7050-F04D-4DFF-97C0-FD47264248C9