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i v <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: Provider shall obtain, at its sole expense, Commercial General Liability <br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and <br /> any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are <br /> described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage <br /> Requirements (each document is incorporated herein by reference and may be viewed at <br /> http://orangecouMne.gov/purchasing/contracts.asp). If Owner's Risk Manager determines additional <br /> insurance coverage is required such additional insurance shall consist of (if no additional insurance <br /> required mark N/A as being not applicable). Provider shall not commence work until such insurance is in <br /> effect and certification thereof has been received by the Owner's Risk Manager. <br /> 5. 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 /> 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. Priori : In determining the basic services to be provided, should any documents be <br /> referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of <br /> referenced documents and the terms of this Agreement. <br /> 9. Governing Law:aw_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. Provider shall at all times remain in compliance with all applicable local, <br /> state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. <br /> Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract <br /> with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain <br /> compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's <br /> breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> 10. 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 9/13 2 <br />