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<br /> Page 5 of 10 <br />North Carolina. It is agreed by the parties that no other court shall have jurisdiction or <br />venue with respect to such suits or actions. Binding arbitration may not be initiated by <br />either Party, however, the Parties may agree to nonbinding mediation of any dispute prior <br />to the bringing 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 <br />Wage Policy, which is incorporated herein by reference, can be viewed at: <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php. To the <br />extent possible, Orange County recommends that Provider provide a living wage to its <br />employees. <br /> <br />e. Relationship of the Parties. Provider is an independent contractor of the County. <br />Provider represents that they have or will secure, at his own expense, all personnel required <br />in 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 <br />this Agreement shall be fully qualified and shall be authorized and permitted under federal, <br />state 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 <br />their respective departments, commissions, boards, and officers, which are in effect at the <br />time of 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 <br />payment, 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 <br />bodily injury, including death or property damage, to any person or persons caused in <br />whole or in part by the negligence or willful misconduct of the Provider, except to the <br />extent same are caused by the negligence or willful misconduct of the County. It is the <br />intent of this section to require Provider to indemnify the County to the extent permitted <br />under North Carolina law. Nothing in this section is intended to affect or abrogate the <br />County’s sovereign 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 <br />North Carolina or the United States, the validity of the remaining portions or provisions <br />shall not be affected, and the rights and obligations of the parties shall be construed and <br />enforced as if the Agreement did not contain the particular part, term or provision held to <br />be invalid. <br /> <br />DocuSign Envelope ID: 43713C45-A36C-4FA7-B98C-D49D2454C7C1