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<br />Orange County Outside Agency Performance Agreement Page 5 of 10 <br />Rev.10/21 <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 /> <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.orangecountync.gov/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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <br />DocuSign Envelope ID: 260EB04B-010B-4888-85D1-932D7BC341C7