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d. Nothing in this section is intended to affect or abrogate the County's <br /> sovereign immunity defenses. <br /> 7. Relationship of the Parties. Provider is an independent contractor of the County. <br /> Provider represents that they has or will secure, at his own expense, all personnel <br /> required in performing the services under this Agreement. Such personnel shall not <br /> be employees or have any contractual relationship with the County. All personnel <br /> engaged in work under this Agreement shall be fully qualified and shall be authorized <br /> and permitted under federal, state and local law to perform such services. <br /> 8. Compliance with all Laws. The Provider, at its sole expense, shall comply with all <br /> laws, ordinances, orders and regulations of the federal, state or local governments, as <br /> well as their respective departments, commissions, boards, and officers,which are in <br /> effect at the time of execution of this Agreement or are adopted at any time <br /> following execution of this agreement. <br /> 9. Subcontract. The County and Provider deem the services provided under this <br /> Agreement to be personal in nature and Provider may not subcontract any rights or <br /> duties under this Agreement to any other party without prior written consent from <br /> the County. <br /> 10. Assignment. The Provider shall not assign this Agreement, including the rights to <br /> payment,to any other party without the prior written consent of the County. <br /> 11. Indemnification. Provider agrees to defend, indemnify, and hold harmless the <br /> County, for all loss, liability, claims or expense (including reasonable attorney's fees) <br /> arising from bodily injury, including death or property damage, to any person or <br /> persons caused in whole or in part by the negligence or willful misconduct of the <br /> Provider, except to the extent same are caused by the negligence or willful <br /> misconduct of the County. It is the intent of this section to require Provider to <br /> indemnify the County to the extent permitted under North Carolina law. Nothing in <br /> this section is intended to affect or abrogate the County's sovereign immunity <br /> defenses. <br /> 12. Non-Appropriation. This Agreement is subject to the availability of funds to <br /> purchase the specified services and may be terminated at any time if such funds <br /> become unavailable. <br /> 13. Non-Discrimination. Provider agrees as part of consideration of the granting of <br /> funds by Orange County the parties hereto for themselves, their agents, officials, <br /> employees and servants agree not to discriminate in any manner of these basis of <br /> race, color,gender,national origin, age,handicap,religion, sexual orientation, familial <br /> status or veterans status with reference to any activities carried out by the grantee,no <br /> matter how remote. The parties hereto further agree in all respects to conform to <br /> the provision and intent of Orange County Civil Rights Ordinance, as amended. <br /> This provision is enforced by action for specific performance, injunctive relief, or <br /> other remedy as by law provided; this provision shall be binding on the grantees, the <br /> Chapel Hill Carrboro Meals on Wheels <br /> 2012-13 Orange County Outside Agency Performance Agreement <br /> Page 5 <br />