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4 <br />February 2020 <br />Provider fail to perform its duties under the terms of this Agreement, <br />County may, without fault or penalty, withhold any payment associated <br />with the work to be performed until such time as said work is completed. <br /> <br />5. Additional Services. County shall not be responsible for costs related to <br />any services in addition to the Basic Services performed by Provider <br />unless County requests such additional services in writing and such <br />additional services are evidenced by a written amendment to this <br />Agreement. <br /> <br />I. Termination. This Agreement may be terminated at any time without penalty by either party, <br />with or without cause, upon delivery of written notice of termination furnished to the other <br />party at least ninety days prior to termination of the Agreement. In the event of such <br />termination, any payment due shall be prorated to the date of termination. <br /> <br />J. Notice shall be provided to and sent as follows: <br /> <br />1. For Orange County: Robert A. Marotto, Animal Services Director, Orange <br />County, Animal Services Center, 1601 Eubanks Road, Chapel Hill, North <br />Carolina 27516. <br /> <br />2. For Provider: Independent Animal Rescue, Inc., P.O. Box 14232, Durham, <br />NC 27709-4232. <br /> <br />K. OSHA Compliance. Provider controls the facilities where veterinarians will perform spay <br />and neuter services contemplated by this Agreement. It is agreed Provider is primarily <br />responsible for compliance with the Occupational Safety and Health Act (OSHA) and <br />comparable state laws and regulations to the extent those laws apply to the Provider. <br /> <br />L. Independent Contractor. Provider is an independent contractor of County. Any individual <br />engaged by the Provider in the performance of any work or services required of the Provider <br />under this Agreement, shall be considered agents of the Provider only and not of the County, <br />and any and all claims that may or might arise under any workers compensation or other law <br />or contract on behalf of said agents while so engaged shall be the sole obligation and <br />responsibility of the Provider. <br /> <br />M. Non Appropriation. Provider acknowledges that County is a governmental entity, and the <br />validity of this Agreement is based upon the availability of public funding under the authority <br />of its statutory mandate. In the event that public funds are unavailable and not appropriated <br />for the performance of County’s obligations under this Agreement, then this Agreement shall <br />automatically expire without penalty to County immediately upon written notice to Provider <br />of the unavailability and non-appropriation of public funds. It is expressly agreed that County <br />shall not activate this non-appropriation provision for its convenience or to circumvent the <br />requirements of this Agreement, but only as an emergency fiscal measure during a substantial <br />fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or <br />mandated functions, by state and/or federal legislative or regulatory action, which adversely <br />DocuSign Envelope ID: 01281C36-7CCD-4B31-8ED6-02FA083A3F3E