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the performance of the Agreement. Provider agrees that Provider shall not sub-contract any of the services to <br /> be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by <br /> this Agreement, without the prior written approval of the County. <br /> SPECIFIC TERMS <br /> L Payment: The County agrees to pay at the rates specified for Services satisfactorily <br /> performed in accord with this Agreement. The amount to be paid by the County shall not exceed ten <br /> thousand dollars, ($10.000.00). Payment shall be made within thirty (30) days of an invoice properly <br /> submitted to County. Should Provider fail to perform its duties under the tenns of this Agreement, County <br /> may. without fault or penalty, withhold any payment associated with the work to be performed until such <br /> time as said work is completed. <br /> ?. 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: At its own expense, Provider shall maintain in effect throughout the terms of this <br /> contract insurance required by the State of North Carolina. <br /> 5. Indemnity: Parties shall be liable for their own acts of negligence and omission. <br /> 6. Termination: This agreement may be terminated at any time upon the mutual consent of the <br /> parties or upon 90 days advance written notice by either party. <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 terns of this <br /> Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Wake <br /> County.North Carolina. <br /> 9. 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 July 2010 3 <br />