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DocuSign Envelope ID:3CFBBB39-06B3-4306-ADD8-CBC8E2B91CA9 <br /> 10. Independent Contractor: the Provider shall operate as an independent Provider, and the County shall <br /> not be responsible for any of the Provider's acts or omissions The Provider shall not be treated as <br /> an employee with respect to the Services performed hereunder for federal or state tax,unemployment <br /> or workers' compensation purposes. The Provider understands that neither federal, nor, state, not <br /> shall payroll tax of any kind be withheld or paid by the County on behalf of the Provider or the <br /> employees of the Provider <br /> 11. Insurance: The County recommends that Provider obtain, at its sole expense, all insurance needed to <br /> adequately insure itself during the performance of'these services <br /> 12 Indemnitv: The Provider agrees to defend, indemnify, and hold harmless Orange County from all <br /> losses, liabilities, claims,demands,suits, costs,damages or expenses(including reasonable attorney's <br /> fees), arising fi'om any injury, including death, to any person or persons or damage to or destruction <br /> of any property caused in whole or in part by any negligent or intentional act or errors or omission on <br /> the part of the Provider <br /> 13 Termination: This Agreement may be terminated at any time by mutual written agreement of the <br /> parties or by the County upon written notice to the Provider <br /> 14. Entire Aweement: The parties have read this Agreement and agree to be bound by all of its terms, <br /> 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 <br /> evidenced by telefacsimile signature. This Agreement together with any amendments or <br /> modifications may be executed electronically All electronic signatures affixed hereto evidence the <br /> intent of the Patties to comply with Article 11A and Article 40 of North Carolina General Statute <br /> Chapter 66 <br /> 15 Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of <br /> 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 fustice of North Carolina seated <br /> in Orange County, North Carolina Provider shall at all times remain in compliance with all <br /> applicable local, state, and federal laws, rules, and regulations including but not limited to all anti- <br /> discrimination laws. <br /> 16 Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of <br /> 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 <br /> County's obligations under this Agreement, then this Agreement shall automatically expire without <br /> penalty to County immediately upon written notice to Provider of the unavailability and non- <br /> appropriation of public funds <br /> IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective <br /> as of the day first wr itten above <br /> O 7�6VG�(-'� 1 TY PRO W.W.,,�ly Veronica Penick <br /> �MKj t kv j Lesl7 44:a - <br /> By' By. =EWD4E9 <br /> Bonnie HammerSley,County Manager it e: ENGLISH/SPANISH INTERPRETER & TRANSLA- <br /> 200 S. Cameron St. 221 Adams Street <br /> P O Box 8181 Cary,NC 27513 <br /> Hillsborough,NC 27278 <br /> Revised 06115 5 <br />