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4 <br /> <br /> <br /> <br /> <br />9.0 Supplies and Facilities. The Agency shall provide the Service Provider’s staff with adequate supplies, <br />facilities, and other services suitable to their position and adequate for the performance of their duties. <br />The Agency acknowledges that the majority of the services to be rendered will be provided at the <br />Agency’s place of business. <br /> <br />10.0 Supervision. The Agency shall provide the Service Provider’s staff with adequate instruction and <br />supervision on a day-to-day basis and is responsible for monitoring performance for compliance with <br />Agency work standards. <br /> <br />11.0 Independent Contractual Relationship. The parties understand and agree that each is an <br />independent contractor engaged in the operation of its own respective business, that neither party shall <br />be considered to be the agent, master or servant of the other party for any purpose, and that neither <br />has any general authority to enter into any contract, to assume any obligations or to make any <br />warranties or representations on behalf of the other. Further, nothing in this Agreement is intended or <br />shall be deemed to constitute a partnership, agency, employer employee, or a joint venture relationship <br />between the Agency and the Service Provider. As an independent contractor, the Service Provider <br />agrees that neither it nor its employees are employee(s) of the Agency, that the Agency is not required <br />to provide the Service Provider or its employees with worker’s compensation insurance or any other <br />insurance coverage or benefits, and that the Service Provider is responsible for all federal and state <br /> <br />income, Social Security, Medicare, unemployment and disability taxes for its employees. EXCEPTION: <br />Pay rolled employees are temporary employees of the Agency and are identified as such in the <br />Addendum to this contractual agreement. <br /> <br />12.0 Insurance. The Service Provider agrees to maintain and not terminate all required insurance <br />throughout the contract period. <br /> <br />13.0 Indemnification. The Agency and the Service Provider agree to hold each other harmless from and <br />against any and all claims, demand, liabilities, suits, actions, losses, damages, costs, expenses and <br />reasonable attorney’s fees arising from the other party’s negligent performance or breach of its <br />obligations under this Agreement. <br /> <br />14.0 Miscellaneous. <br />a) Severability. The invalidity or unenforceability of any particular provision of this Agreement shall <br />not affect the provisions hereof, and the Agreement shall be construed in all respects as if such <br />invalid or enforceable provision were omitted. <br />b) Governing Law. The Contract shall be subject to and governed by the laws of the State of North <br />Carolina. <br />c) Amendments. The Agreement may not be amended, added to, or changed except by written <br />agreement signed by the Agency and the Service Provider. <br />d) Assignment. Neither this Contract nor any rights or obligations created therein shall be assigned <br />by the Agency without the express written consent of the Service Provider. <br />e) Notices. All notices provided for herein shall be in writing and served upon the parties at the then- <br />current mailing address for each party. <br />f) Non-Exclusive. Both parties agree that this agreement is non-exclusive in that each party shall <br />have the right to provide services to other entities and receive services from other entities. <br />g) Employment. We are an Equal Employment Opportunity Employer. <br /> <br /> <br /> <br /> <br /> <br /> <br />Docusign Envelope ID: 2188F079-FD7F-85EE-8341-D8E3E6CC5149