2013-500 Health - James Wise True Club Advisor Program $500

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f � ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Providet shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TER.iVIS I. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed $250.00 Per Semester for a Total of Five-Hundred Dollars, ($500.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—w fiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof hall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the ounty of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Inde en ent Contractor: The Provider shall operate as an independent Provider, and the County shall not be resp risible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with re ect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation urposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withhe d or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insuran e: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile nsurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy a d Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by r ference and may be viewed at httt)://oran2ecountyLic oy/purchasing/contracts asp). If Owner's Risk Maria er determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not con hence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemn t : The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabili ies, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any prop rty caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in c Hying out Provider's duties and obligations related to the Services to be provided in this Agreement. 6. Terrain tion: This Agreement may be terminated at any time by mutual written agreement of the parties or by the Co my upon written notice to the Provider. 7. Entire eement: The parties have read this Agreement and agree to be bound by all of its terms, and further agre that it constitutes the complete and exclusive statement of the Agreement between the parties unless and u til modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signatu e. 8. Govern n Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Last modified 9/13 2