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medical emergency or other extreme unforeseen circumstances Provider shall work with County to <br /> reschedule the workshop. Except as specifically provided herein, should Provider fail to perform its duties <br /> under the terms of this Agreement or should the parties be unable to reschedule a canceled workshop, County <br /> may, without fault or penalty, withhold without penalty, any unpaid portion of the payment associated with <br /> the Services. <br /> 2. 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: Provider shall obtain, at its sole expense, Commercial General Liability <br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may <br /> be required by Owner's Risk Manager as such insurance requirements are described in the Orange County <br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br /> incorporated herein by reference and may be viewed at http://orangecountync.gov/purchasing/contracts.asl2). <br /> If Owner's Risk Manager determines additional insurance coverage is required such additional insurance <br /> shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall <br /> not commence work until such insurance is in effect and certification thereof has been received by the <br /> 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. Priority: 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 /> Revised 9/13 2 <br />