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Revised 01/24 <br /> <br /> <br />2 <br />by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer <br />Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein <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 (if no additional insurance required mark N/A as being not applicable). Provider shall not <br />commence work until such insurance is in effect and certification thereof has been received by the County's <br />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 bodily 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 /> Should this Agreement be terminated, the Provider shall deliver to the County within seven <br />(7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. <br /> <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 Orange County policy is incorporated herein by reference and <br />may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any <br />violation of this requirement is a breach of this Agreement and County may immediately terminate this <br />Agreement without further obligation on the part of the County. This paragraph is not intended to limit and <br />does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that <br />Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on <br />the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider <br />certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor <br />identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement <br />Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina <br />General Statutes. Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this <br />Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. <br /> <br />Docusign Envelope ID: 55C10F80-889A-4F10-9C76-7F6DB067F1FE