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4. Payment: The County agrees to pay at the rates specified for Selvices satisfactorily performed in <br />accord with this Agreement. The amount to be paid by the County shall not exceed 2 500 {$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 ol• <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. Indemni :The Provider agrees to defend, indemnify, and hold harmless Orange County from all <br />losse~liabiiifiies; claunr, demandrsuits; costs-damagesor-expenses-{inclndit-greasanatrle-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 agreement 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 writing and signed by the parties. Modifications may be <br />evidenced by telefacsimile signature. <br />11. Goyernin 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 involving 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 Appro rip anon: 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 2010 4 <br />