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SPECIFIC TERMS <br /> L The County agrees 1opay at the rates specified for Services satisfactorily <br /> performed in au000i with this Agreement. The amount to be oak] by the County mbuJl not exceed four c <br /> thousand five hundred dollars, ($$4,500) payable in equal instolb0001m of four hundred and fifty duUmn <br /> ($450) per month. Payment shall be made vvdbbm thirty (30) days of an invoice properly submitted k1cd to <br /> County. Should Provider fail to perform its duties under the 1ernomofthis Agreement, County may, without <br /> faubo«penalty, vvdhbnldany� ayn/eotamooui�edvvdbthe xworktohep performed time au said work <br /> is completed. <br /> 2. : Failure by County a1 any time 1orequire the performance 6v Provider ofany <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 abuD operate as no independent Provider, and the <br /> County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not bctreated <br /> as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or <br /> � <br /> workers' compensation purposes. The Provider understands that neither federal, nor state, uorpayruU1uxof <br /> | <br /> any kind shall he withheld ur paid 6v the County ou behalf ofthe Provider octhe employees ofthe 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. Inderan 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 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 /> 8. Governing 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 Appropriatio : 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 /> Revised July 2010 2 <br />