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2. 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 enforce the same, nor <br />shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of <br />this Non-Waiver Clause. <br />3. Independent Contractor: The Provider shall operate as an independent Provider, and the <br />County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated <br />as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or <br />workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of <br />any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br />4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately <br />insure itself during the performance of these services as required by the County's Risk Management Policy. <br />5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br />attorney's 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 on the <br />part of the Provider. <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. <br />7. Entire A~;reement: 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 Agreement between <br />the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced <br />by telefacsimile signature. <br />8. Governin Law: Both parties agree that this Agreement shall be governed by the laws of the <br />State of 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 in <br />Orange County, North Carolina. <br />9. Non Appro riation: Provider acknowledges that County is a governmental entity, and the <br />validity of 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 County's <br />obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br />immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. <br />IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective <br />as of the day first written above. <br />ORANG <br />PROVIDER: Fed Tax ID# ~p(~ ~ <br />By: gy; ~ <br />Coun ~ anager Title: u~v CpDY~.j v~a,~py <br />200 S. Cameron St. Breana Goldman Lai <br />P.O. Box 8181 ~ 601 W. Rosemary Street, Unit 716 <br />Hillsborough, NC 27278 Chapel Hill, NC 27516 <br />This instrument has been approved as to technical content. <br />Revised January 2010 2 <br />