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3 <br />Revised November 2025 <br /> <br />6. Indemnity. The Grant Recipient agrees to indemnify and hold harmless the County, the <br />Arts Commission and their officers and employees from any and all claims or actual injury, <br />damage or loss to a person, or real or personal property that results from or is in any way <br />connected to the use of the grant funds. <br /> <br />7. Independent Contractor. The Grant Recipient is an independent contractor and not an <br />employee, agent or other representative of the County and/or the Arts Commission. <br />Nothing contained in this Agreement shall be construed to create the relationship of <br />principal and agent, or employer and employee, between Grant Recipient and Arts <br />Commission or Orange County Government. Grant Recipient understands and agrees that <br />he/she is not authorized to incur any expenses or any liability whatsoever on behalf of the <br />County or the Arts Commission and has no authority, expressed or implied, to obligate or <br />make representations on behalf of the County or the Arts Commission. In addition, Grant <br />Recipient agrees to maintain his or her own worker's compensation insurance for <br />himself/herself and his or her employees for the duration of the art work's installation. <br /> <br />8. Termination <br />A. In the event of any of the circumstances set forth below (hereinafter referred to as <br />“default”), the Arts Commission may immediately terminate this Agreement: <br /> <br />(i) Any fraudulent representation in any verification required to obtain <br />payment under this Agreement or other dishonesty on a material matter <br />relating to the performance of services under this Agreement. <br /> <br />(ii) Nonperformance, incomplete service or performance, or failure to <br />satisfactorily perform any part of the Project or to comply with any <br />provision of this Agreement, as determined by the Arts Commission in its <br />sole discretion. <br />(iii) Failure to adhere to the terms of applicable county, state or federal laws, <br />regulations, or stated public policy. <br /> <br />B. In the event of default by the Grant Recipient, the Arts Commission has the <br />discretion to elect to terminate this Agreement, in whole or in part and/or require <br />the Grant Recipient to repay the grant funds within seven (7) from written notice of <br />default or allow the grant recipient the opportunity to cure the default. This clause <br />shall not be interpreted to limit the County’s or the Arts Commission’s remedies in <br />law or in equity. <br /> <br />9. Miscellaneous. <br /> <br />A. Entire Agreement. This Agreement and the attachments contain the final and entire <br />understanding of the parties with respect to the subject matter of this Agreement. <br />All modifications and amendments to this Agreement shall be in writing. This <br />Agreement shall be binding upon the parties, their heirs, successors and assigns. <br />B. Governing Law. Governing Law and Priority: Both parties agree that this <br />Agreement shall be governed by the laws of the State of North Carolina and <br />Docusign Envelope ID: 47C46827-2ED0-4D28-9428-5D0FE4016872