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d. Any termination of this Agreement for default under this section that is later deemed to be
<br /> unjustified shall be deemed a termination for convenience.
<br /> 6. Insurance. The County recommends that Provider obtain, at its sole expense, all
<br /> insurance needed to adequately insure itself during the performance of these services.
<br /> Nothing in this section is intended to affect or abrogate the County's sovereign immunity
<br /> defenses.
<br /> 7. 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
<br /> reasonable attorney's fees), arising from any injury, including death, to any person or
<br /> persons or damage to or destruction of any property caused in whole or in part by any
<br /> negligent or intentional act or errors or omission on the part of the Provider.
<br /> S. Relationship of the Parties. Provider is an independent contractor of the County. Provider
<br /> represents that they have or will secure, at his own expense, all personnel required in performing
<br /> the services under this Agreement. Such personnel shall not be employees or have any
<br /> contractual relationship with the County. All personnel engaged in work under this Agreement
<br /> shall be fully qualified and shall be authorized and permitted under federal, state and local law to
<br /> perform such services.
<br /> 9. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws,
<br /> ordinances, orders and regulations of the federal, state or local governments, as well as their
<br /> respective departments, commissions, boards, and officers, which are in effect at the time of
<br /> execution of this Agreement or are adopted at any time following execution of this agreement.
<br /> 10. Subcontract. The County and Provider deem the services provided under this Agreement to be
<br /> personal in nature and Provider may not subcontract any rights or duties under this Agreement to
<br /> any other party without prior written consent from the County.
<br /> 11. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to
<br /> any other party without the prior written consent of the County.
<br /> 12. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all
<br /> loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury,
<br /> including death or property damage, to any person or persons caused in whole or in part by the
<br /> negligence or willful misconduct of the Provider, except to the extent same are caused by the
<br /> negligence or willful misconduct of the County. It is the intent of this section to require Provider
<br /> to indemnify the County to the extent permitted under North Carolina law. Nothing in this
<br /> section is intended to affect or abrogate the County's sovereign immunity defenses.
<br /> 13. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the
<br /> specified services and may be terminated at any time if such funds become unavailable.
<br /> 14. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange
<br /> County the parties hereto for themselves, their agents, officials, employees and servants agree not
<br /> to discriminate in any manner of these basis of race, color, gender, national origin, age, handicap,
<br /> religion, sexual orientation, familial status or veterans status with reference to any activities
<br /> carried out by the grantee, no matter how remote. The parties hereto further agree in all respects
<br /> to conform to the provision and intent of Orange County Civil Rights Ordinance, as
<br /> amended. This provision is enforced by action for specific performance, injunctive relief, or
<br /> (Fairview Community Watch)
<br /> Orange County Outside Agency Performance Agreement Page 3 of 7
<br /> Rev. 7115
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