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4 <br />policies may be requested by the County and delivered to the County by <br />Contractor at any time during the term of this Agreement. Contractor agrees to <br />indemnify and hold harmless the County from all loss, liability, claims or expense <br />(including reasonable attorneys' fees) arising from bodily injury, including death <br />or property damage to any person or persons caused in whole or in part by the <br />negligence or willful misconduct of the Contractor except to the extent same are <br />caused by the negligence or misconduct of the County. <br />D. Independent Contractor. The Contractor shall perform all work and services <br />described herein as an independent contractor and not as an officer, agent, servant or <br />employee of Orange County or the Solid Waste Department. Contractor shall have <br />exclusive control of and the exclusive right to control the details of the services and work <br />performed hereunder and all persons performing the same and nothing herein shall be <br />construed as creating a partnership or joint venture between Orange County or the Solid <br />Waste Department and Contractor. Contractor shall not be considered an officer, agent, <br />servant or employee of Orange County of the Solid Waste Department, nor shall <br />Contractor be entitled to any benefits available or granted to employees of Orange <br />County or the Solid Waste Department. <br />E. Billing and Payment: The Contractor shall submit a bill to the Director of the Solid <br />Waste Department upon completion of work performed hereunder. The County shall <br />pay within thirty (30) days of receipt of an accurate invoice approved by the County. <br />F. Amendment: This Agreement may be amended, in writing, by mutual agreement of <br />the County and Contractor. <br />G. Appropriation of Funds: This Agreement is subject to appropriation of required funds <br />by the Orange County Commissioners. <br />H. Termination: Either the County or the Contractor may terminate this Agreement at <br />any time with or without cause upon giving the other party 21 calendar days prior written <br />notice. County shall within sixty calendar days following termination pay the Contractor <br />for all outstanding invoices approved by the County incurred up to the date of termination <br />of this Agreement. <br />1. Subcontractors/Assignment: The Contractor shall obtain County approval before using <br />any subcontractors or sub consultants. This Agreement may not be assigned in whole or <br />in part by Contractor without the prior written consent of the County. <br />J. Term: This Agreement, unless amended as provided herein, shall be in effect from <br />January 1, 2007 to December 31, 2009. <br />[SIGNATURE PAGE TO FOLLOW]