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DocuSign Envelope ID: D106E3D7-BB4D-44E7-ACFB-843C411B8738 <br /> shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to <br /> perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any <br /> payment associated with the work to be performed until such time as said work is completed. <br /> 2. Non—waiver: Failure by County at any time to require the performance by Provider of any <br /> of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor <br /> shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of <br /> this Non-Waiver Clause. <br /> 3. Independent Contractor: The Provider shall operate as an independent contractor, and the <br /> County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated <br /> as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or <br /> workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of <br /> any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br /> 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability <br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may <br /> be required by County's Risk Manager as such insurance requirements are described in the Orange County <br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br /> incorporated herein by reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk <br /> Manager determines additional insurance coverage is required such additional insurance shall be designated <br /> here (if no additional insurance required mark N/A as being not applicable). Provider shall not <br /> commence work until such insurance is in effect and certification thereof has been received by the County's <br /> Risk Manager. <br /> 5. Indemni : To the extent authorized by North Carolina law the Provider agrees, without <br /> limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, <br /> demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, <br /> including death, to any person or persons or damage to or destruction of any property caused in whole or in <br /> part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's <br /> duties and obligations related to the Services to be provided in this Agreement. It is the intent of this <br /> provision to require the Provider to indemnify the County to the fullest extent permitted under North <br /> Carolina law. <br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon <br /> reasonable notice to Provider. <br /> 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be <br /> bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. Modifications <br /> may be evidenced by telefacsimile signature. This Agreement together with any amendments or <br /> modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent <br /> of the Parties to utilize electronic signatures and the intent of the parties to comply with Article I IA and <br /> Article 40 of North Carolina General Statute Chapter 66. <br /> 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by <br /> the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance <br /> with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state <br /> and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- <br /> Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by <br /> Revised 11/19 2 <br />