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the perforniance of the Agreement. Provider agrees that Provider shall not sub-contract any of the services to <br />be provided in this A~reement, nor shall Provider assign any right or responsibility granted or required by <br />this Agreement, witliout the prior written ~pprov~l of~tlte County. <br />SPECIFIC TLRMS <br />l. Pa}nuent: The County agrees to p~y at tlie rates specified for Services satisfactorily <br />performed in accord with tliis A~ eement. Tl~e amount to be paid by the County shall not exceed ten <br />thousand dollars, ($10,000.00). Payment shall be made ~~~ithin Chirty (30) days of an invoice properly <br />submitted ta County. Should Provider fail to perforn~ its duties under the tenns of this Agreement, County <br />may, without fault or penalty, withhold any payment associated witli tlie Nrork to be perfornied until such <br />cime as said work is completed. <br />2. Non-waiver: Failure by County at any time tci r~quire the performance by Provider of any <br />of the provisions hereof shall in no ~vay ~~~aive or affect the County's right hereunder to enforce the same, nor <br />shall any waiver by the County of any bre~ch be held la be a waiver of any succeeding breach or a~~~aiver of <br />this Non-Waiver Clause. <br />3. lndependent Contractor: The I'rovider ~hall operate as an independent Provider, and die <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 perfai7nr;d hereunder for federal or state tax, uneulployment or <br />~vorkers' compensation purposes. The Pravider understlnds th~t neitlier federal, nor state, nor payroll tax of <br />any kind shall be withheld or paid by the County on behali'of the Provider or the eulployees of the Provider. <br />4. (nsurance: At its own expense, Provider shall ~naiiitain in effect tlv~ou~hout the ternis of chis <br />contract insurance required by the State of North Carolina. ~ <br />5. Indemnity: Parties shall be liable for tl~eir own ~cts of negligence and omission. <br />6. Tern~ination: This agreement may be terminated at 1ny time t-pon tlle mutual consent of the <br />parties or upon 90 days advance written notice by either party. <br />7. Entire Agceement: The pa~rties have read this Agreement and agree to be bowtd by all of its <br />terms. and furtlier agree that it constitutes the complete and exclusive statement of the Agree~nent between <br />the parties unless and until moditied in writin~ ~nd si~ted by the parties. Moditications may be evidenced <br />by telefacsimile signature. <br />8. Governing Lan~: Both pariies agree that this Agreement shall be governed by the laws of the <br />State of North Carolina. Should either party initiate litigation ro setcle any dispute involving tl~e tenns oti this <br />A~reement such liti~ation shall be initiated in tfie Gcneral Court of Justice of Nortlt Carolina seated in Wake <br />Caunty. Nortli Carolina. <br />9. Non Appropriation: Provider acknowledges tliat County is a~overr-mental 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 ~mlvailable and not ~pprapriated for the performance of Countti~'s <br />obligations under this Agreement, then this Agreement shall a~rtomatically expire without penalty to County <br />immediately upon w~ritten notice to Provider oi'tl~e unavailability and non-appropriation of public funds. <br />Revis~d Julv "?f110 <br />