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iii, OCHD will not reimburse for any Provider mileage, <br />iv. OCHI) will process all invoices on a monthly basis. Checks will be mailed <br />directly to the Provider in accordance with the Finance Department's <br />schedule. <br />4. The term of this Agreement shall be from July 1, 2010 to June 30,2011. <br />5. Provider represents and agrees that Provider is .qualified to perform and fully capable of <br />performing and providing the services required or necessary under this. Agreement in a fully <br />competent, professional and timely manner to the satisfaction of the County. Provider shall <br />be responsible for all errors pr omissions, in the performance of the Agreement. Provider <br />shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts <br />at no additional cost to the County. <br />6. Non-waiver: Failure by County at any time to require the performance by Provider of any <br />of the provisions hereof shall in no way waive or affect the County's right hereunder to <br />enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of <br />any succeeding breach or a waiver of this Non-Waiver Clause. <br />7. .Independent Contractor: The Provider shall. operate as an independent Provider, and the <br />C`.ount~shall not he re„Spnn~ible fnr any of the Prr,VidEr'e~ctc or omissLOns`The Provider <br />shall not be treated as an employee with respect to the Services performed hereunder for <br />federal or state tax, unemployment or workers' compensation purposes. The Provider <br />understands that neither federal, nor state, nor shall payroll tax of any kind be withheld or <br />paid by the County on behalf of the Provider or the employees of the Provider. <br />8. Insut~ance: The Provider shall obtain, at its sole expense, all insurance needed to adequately <br />insure itself during the performance of these services. <br />9. Indemni :The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br />reasonable attorney's fees) arising from bodily injury, including death, to any person or <br />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. <br />10. 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. <br />11. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its <br />terms, and further agree that it constitutes the complete and exclusive statement of the <br />Agreement between the parties unless and until modified in writing and signed by the <br />parties. Modifications may be evidenced by telefacsimile signature. <br />12. Govetming_Law: 13oth parties agree that this Agreement shall be governed by the laws of the <br />State of North Carolina. Shoutd either party initiate litigation to settle any dispute involving <br />the terms of this Agreement such litigation shall be initiated in the General Court of Justice <br />of North Carolina seated in Orange County, North Carolina. <br />13. Non Appropriation: Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the avallabiliry of public funding under the <br />authority of its statutory mandate. in the event that public funds are unavailable and not <br />Revised June 2610 <br />