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DocuSign Envelope ID : 591 EDAC7-OC40-4E24- BEOE-44EFEEB38OB3 <br /> i <br /> i <br /> 3 . Independent Contractor : The Provider shall operate as an independent contractor and the j <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 I <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 : //orangecounlync . gov/purchasing/contracts . aW) , <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 I <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 /> > g P ( g <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 /> f <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 /> I" <br /> 7 . Entire Agreement and Si natures : 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 . This <br /> Agreement together with any amendments or modifications may be executed electronically . All electronic I <br /> signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of <br /> North Carolina General Statute Chapter 66 . <br /> i <br /> 8 . Priori : In determining the basic services to be provided, should any documents be <br /> referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the <br /> terms of referenced documents and the terms of this Agreement . <br /> 9 . Governing Law . Both parties agree that this Agreement shall be governed by the laws of the <br /> I <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 /> 10 . Dispute Resolution : Any and all suits or actions to enforce, interpret, or seek damages with <br /> respect to any provision of, or the performance or non- erformance of, this Agreement shall be brought in <br /> p P g g <br /> the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the <br /> parties that no other court shall have jurisdiction or venue with respect to such suits or actions . Binding <br /> arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of <br /> any dispute prior to the bringing of such suit or action . <br /> 11 . 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 /> Revised 10/14 2 <br />