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DocuSign Envelope ID: F807B28A-EF75-498C-9EC8-5863109A5978 <br /> Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with <br /> respect to such suits or actions. Binding arbitration may not be initiated by either Party, <br /> however,the Parties may agree to nonbinding mediation of any dispute prior to the bringing <br /> of such suit or action. <br /> d. Living Wage. Orange County is committed to providing its employees with a living wage <br /> and encourages agencies if funds to pursue the same goal. The Orange County Living Wage <br /> Policy, which is incorporated herein by reference, can be viewed at: <br /> http://www.oran eg cogptync. og v/departments/purchasing_division/contracts.php. The <br /> County's living wage is $15.40 per hour. To the extent possible, Orange County <br /> recommends that Provider provide a living wage to its employees. <br /> e. Relationship of the Parties. Provider is an independent contractor of the County. Provider <br /> represents that they have or will secure, at his own expense, all personnel required in <br /> performing the services under this Agreement. Such personnel shall not be employees or <br /> have any contractual relationship with the County. All personnel engaged in work under this <br /> Agreement shall be fully qualified and shall be authorized and permitted under federal, state <br /> and local law to perform such services. <br /> f. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, <br /> ordinances, orders and regulations of the federal, state or local governments, as well as their <br /> respective departments, commissions,boards, and officers,which are in effect at the time of <br /> execution of this Agreement or are adopted at any time following execution of this <br /> agreement. <br /> g. Subcontract. The County and Provider deem the services provided under this Agreement <br /> to be personal in nature and Provider may not subcontract any rights or duties under this <br /> Agreement to any other party without prior written consent from the County. <br /> h. Assignment. The Provider shall not assign this Agreement,including the rights to payment, <br /> to any other party without the prior written consent of the County. <br /> i. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for <br /> all loss,liability,claims or expense(including reasonable attorney's fees)arising from bodily <br /> injury, including death or property damage, to any person or persons caused in whole or in <br /> part by the negligence or willful misconduct of the Provider, except to the extent same are <br /> caused by the negligence or willful misconduct of the County. It is the intent of this section <br /> to require Provider to indemnify the County to the extent permitted under North Carolina <br /> law. Nothing in this section is intended to affect or abrogate the County's sovereign <br /> immunity defenses. <br /> j. 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 /> k. Severability. All clauses found herein shall act independently of each other. If a clause is <br /> found to be illegal or unenforceable, it shall have no effect on the other provisions of this <br /> Agreement. It is understood by the parties hereto that if any part, term or provision of this <br /> Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North <br /> Carolina or the United States, the validity of the remaining portions or provisions shall not <br /> be affected,and the rights and obligations of the parties shall be construed and enforced as if <br /> the Agreement did not contain the particular part,term or provision held to be invalid. <br /> Orange County Outside Agency Performance Agreement Page 5 of 10 <br /> Rev.10/21 <br />