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HEALTH AND WELLNESS TRUST FUND FIT COMMUNITIES GRANT <br />PROFESSIONAL SERVICES CONTRACT <br />Contract #: HWTF-FC 07-08-0015 <br />Between <br />Orange County Partnership for Young Children <br />and <br />Orange County Cooperative Extension Services <br />FEDERAL TAX ID # <br />1. Parties to the Contract: <br />This Contract is hereby entered into by and between the (Orange County Partnership for Young <br />Children), hereinafter referred to as the "Local Partnership", and (Orange County Cooperative <br />Extension), hereinafter referred to as the "Contractor", (hereafter referred to collectively as the <br />"Parties"). <br />2. Term and Effective Period: <br />This Contract shall be effective on July 1, 2007 and shall terminate on June 30, 2008. <br />The Local Partnership may renew this agreement for additional grant cycle for up to 12 consecutive <br />months, if a) the grant cycle is renewed or continued by the Health and Wellness Trust Fund; b) the <br />parties agrees upon a new Action Plan for the additional cycle, and c) the contractor's performance is <br />satisfactory. <br />3. Independent Entities: <br />The Contractor is and shall be deemed to be an independent entity in the performance of this Contract <br />and as such shall be wholly responsible for the work to be performed and for the supervision of its <br />employees. The Contractor represents that it has, or shall secure at its own expense, all personnel <br />required in performing the services under this Contract. Such employees shall not be employees of, or <br />have any individual contractual relationship with, the Local Partnership. <br />4. Subcontracting: <br />The Contractor shall not subcontract any of the work contemplated under this Contract without prior <br />written approval from the Local Partnership. Any approved subcontract shall be subject to all <br />conditions of this Contract. The Local Partnership shall not be obligated to pay for work performed <br />by unapproved subcontractors. The Contractor shall be responsible for the performance of all of its <br />subcontractors and shall not be relieved of any of the duties and responsibilities of this Contract. <br />5. Indemnification: <br />The Contractor agrees to indemnify and hold harmless the State of North Carolina, the Health and <br />Wellness Trust Fund, the Local Partnership and any of their officers, agents and employees, from any <br />