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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 />5. 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 />The Provider understands that no benefits, including Worker's Compensation coverage, will be provided to <br />him by the County. <br />6. Insurance. <br />A. General Requirements. The Provider shall purchase and maintain during the <br />period of performance of this Agreement Professional Liability Insurance, <br />covering personal injury, bodily injury and property damage and claims arising <br />out of or related to the performance under this Agreement by the Provider. <br />B. Limits of Coverage. The Provider shall maintain professional liability insurance <br />coverage with coverage of at least $1 million, per occurrence, $3 million <br />aggregate while providing services to the County. <br />C. Evidence of Insurance. Evidence of such insurance shall be furnished to the <br />County, together with evidence that each policy provides the County with not <br />less than thirty (30) days prior written notice of any cancellation, non - renewal or <br />reduction of coverage. <br />7. 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 />8. Termination: This Agreement may be terminated at any time without cause by either Party <br />upon ten (10) days written notice. This agreement may be terminated with cause at any time by either <br />party upon at least 30 days prior written notice to the other party upon default of one or more of its <br />obligations hereunder, unless such default is cured within 30 days of the notice of termination. <br />9. 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 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 />10. 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 />11. Non Appropriation: 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 />Revised June 2012 2 <br />