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3 . Independent Contractor : The Provider shall operate as an independent Provider, 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 Owner ' 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 http : //oran eg coun ne . gov/purchasing/contracts . asp) . <br /> If Owner ' s Risk Manager determines additional insurance coverage is required such additional insurance <br /> shall consist of ( if no additional insurance required mark N/A as being not applicable) . Provider shall <br /> not commence work until such insurance is in effect and certification thereof has been received by the <br /> Owner' s Risk Manager , <br /> 5 . Indemni The Provider agrees to defend, indemnify, and hold harmless Orange County <br /> from all losses , liabilities, claims , demands, suits , costs , damages or expenses (including reasonable <br /> attorney' s fees) arising from bodily injury, including death, to any person or persons or damage to or <br /> destruction of any property caused in whole or in part by any negligent or intentional act or omission on the <br /> part of the Provider . <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 . <br /> T Entire Agreement : The parties have read this Agreement and agree to be bound by all of its <br /> terms , and further agree that it constitutes the complete and exclusive statement of the Agreement between <br /> the parties unless and until modified in writing and signed by the parties . Modifications may be evidenced <br /> by telefacsimile signature . <br /> 8 . Priori In determining the basic services to be provided, should any documents be <br /> referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of <br /> referenced documents and the terms of this Agreement . <br /> 9 . GoverningLaw.aw . Both parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this <br /> Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in <br /> Orange County, North Carolina . Provider shall at all times remain in compliance with all applicable local, <br /> state, and federal laws , rules , and regulations including but not limited to all anti-discrimination laws . <br /> Pursuant to the terms of North Carolina General Statute 153A449 (b) no county may enter into a contract <br /> with a contractor unless the contractor and the contractor ' s subcontractors comply with the requirements of <br /> Article 2 of Chapter 64 of the North Carolina General Statutes . Where applicable, failure to maintain <br /> compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider ' s <br /> breach of this Agreement . By executing this Agreement Provider affirms Provider is in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes . <br /> 10 . 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 of its statutory <br /> mandate . In the event that public funds are unavailable and not appropriated for the performance of County ' s <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to County <br /> immediately upon written notice to Provider of the unavailability and non-appropriation of public funds . <br /> Revised 9/ 13 2 <br />