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DocuSign Envelope ID:OAOD279A-9654-4BC8-89E9-8B5D1452BAEF <br /> 7. 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 /> 8. 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 /> 9. 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 /> 10. 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 /> 11. Indemnification. Each party shall hold the other harmless from all loss, liability, claims or <br /> expense arising from bodily injury, including death or property damage, to any person or persons <br /> caused in whole or in part by its own employees functioning under this Memorandum of <br /> Agreement and shall bear responsibility for liability, claims or expenses arising from the acts or <br /> omissions of the party's own personnel to the extent provided by North Carolina law. Nothing in <br /> this section is intended to affect or abrogate the either Party's sovereign immunity defenses. <br /> 12. 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 /> 13. 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 /> other remedy as by law provided; this provision shall be binding on the grantees, the successors <br /> and assigns of the parties hereto with reference to the above subject manner. <br /> 14. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to the <br /> last known address shall constitute sufficient notice to the County and the Provider. All notices <br /> required and/or made pursuant to this Agreement to be given to the County and the Provides shall <br /> be in writing and mailed to the party addressed as follows: <br /> County: Orange County Health Department Provider: The Arts Center,Inc. <br /> ATTN: Kimberlee Quatrone 300-G East Main Street <br /> Post Office Box 8181 Carrboro,NC 27510 <br /> Hillsborough,NC 27278 <br /> 15. E <br /> n <br /> t <br /> i <br /> r <br /> Page 4 of 6 <br /> Revised 212019 <br />