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DocuSign Envelope ID:28C70191-ACED-41 1A-B232-07CC312698DA <br /> 3. Independent Contractor: The Provider shall operate as an independent contractor 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://oran eg coun. nc.gov/purchasing�contracts.asp). <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. Indemni : 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 and Signatures: The parties have read this Agreement and agree to be <br /> bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. This <br /> Agreement together with any amendments or modifications may be executed electronically. All electronic <br /> signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of <br /> North Carolina General Statute Chapter 66. <br /> 8. Priori : In determining the basic services to be provided, should any documents be <br /> referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the <br /> terms of referenced documents and the terms of this Agreement. <br /> 9. 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. 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 /> 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with <br /> respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in <br /> the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the <br /> parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding <br /> arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br /> any dispute prior to the bringing of such suit or action. <br /> 11. 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 /> Revised 10/14 2 <br />