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DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C <br /> fail to perform its duties under the terms of this Agreement, County may, <br /> without fault or penalty, withhold any payment associated with the work to <br /> be performed until such time as said work is completed. <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 unless <br /> County requests such additional services in writing and such additional <br /> services are evidenced by a written amendment to this Agreement. <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 /> J. Notice shall be provided to and sent as follows: <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 /> 2. For Provider: Independent Animal Rescue, Inc.,P.O. Box 14232,Durham,NC <br /> 27709-4232. <br /> K. OSHA Compliance. Provider controls the facilities where veterinarians will perform spay and <br /> neuter services contemplated by this Agreement. It is agreed Provider is primarily responsible <br /> for compliance with the Occupational Safety and Health Act (OSHA) and comparable state <br /> laws and regulations to the extent those laws apply to the Provider. <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 /> 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 for <br /> 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 /> affects County's authority to continue its obligations under this Agreement, then this <br /> 4 <br /> February 2020 <br />