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4. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in <br />accord with this Agreement. The amount to be paid by the County shall not exceed 5 000 ($35/hr). <br />Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should <br />Provider fail to perform its duties under the terms of this Agreement, County may, without fault or <br />penalty, withhold any payment associated with the work to be performed until such time as said <br />work is completed. <br />5. Non-waiver: Failure by County at any time to require the performance by Provider of any of the <br />provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, <br />nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or <br />a waiver of this Non-Waiver Clause. <br />6. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall <br />not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as <br />an employee with respect to the Services performed hereunder for federal or state tax, unemployment <br />or workers' compensation purposes. The Provider understands that neither federal, nor state, nor <br />payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the <br />employees of the Provider. <br />7. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately- insure <br />itself during the performance of these services. <br />----- 8-Irr~~ The-Provider-agrees-tozleferrd-indemnify,-and-l-irl-d-hgrnrluss-Oratrge-C6urttYf~trrrr all------- <br />losses, liabilities, claims, demands, suits, costs, damages or expenses {including reasonable attorney's <br />fees) arising from bodily injury,. including death, to any person or persons or damage to or <br />destruction of any property caused in whole or in part by any negligent or intentional act or omission <br />on the part of the Provider. <br />9. Termination: This Agreement may be terminated at any time by mutual written agreeLnent of the <br />parties or by the County upon written notice to the Provider. <br />10. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, <br />and further agree that it constitutes the complete and exclusive statement of the Agreement between <br />the parties unless and until modified in v~niting and signed by the parties. Modifications may be <br />evidenced by telefacsimile signature. <br />1 I. Governin Lg aw: Both parties agree that this Agreement shall be governed by the laws of the State of <br />North Carolina. Should either party initiate litigation to settle any dispute involvuig the terms of this <br />Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated <br />in Orange County, North Carolina. <br />12. Non Anpro np ~ation; Provider acknowledges that County is a governmental entity, and the validity of <br />this Agreement is based upon the availability of public funding under the authority of its statutory <br />mandate. In the event that public funds are unavailable and not appropriated -for the performance of <br />County's obligations under this Agreement, then this Agreement shall automatically expire without <br />penalty to County immediately upon written notice to Provider of the unavailability and non- <br />appropriation of public funds. <br />Revised June 20 t 0 4 <br />