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Precedence Among Contract Documents• In the event of a conflict between or among the terms <br />of the Contract Documents, the terms in the Contract Document with the highest relative <br />precedence shall prevail. The order of precedence shall be the order of documents as listed in <br />Paragraph 1, above, with this contract document having the highest precedence then the first <br />listed document and the last-listed document having the lowest precedence. If there are multiple <br />Contract Amendments, the most recent amendment shall have the highest precedence and the <br />oldest amendment shall have the lowest precedence. <br />9. Non-waiver: Failure by County at any time to require the performance by Provider of any of the <br />provisions hereof shall in no way waive or affect the County's right hereunder to enforce the <br />same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding <br />breach or a waiver of this Non-Waiver Clause. <br />10. Independent Contractor: The Provider shall operate as an independent Provider, and the County <br />shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be <br />treated as an employee with respect to the Services performed hereunder for federal or state tax, <br />unemployment or workers' compensation purposes. The Provider understands that neither <br />federal, nor state, nor shall payroll tax of any kind be withheld or paid by the County on behalf <br />of the Provider or the employees of the Provider. <br />11. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately <br />insure itself during the performance of these services. <br />12. Indemni :The Provider agrees to defend, indemnify, and hold harmless Orange County from all <br />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 <br />to or destruction of any property caused in whole or in part by any negligent or intentional act or <br />omission on the part of the Provider. <br />13. Termination: This Agreement may be terminated at any time by mutual written agreement of the <br />parties or by the County upon written notice to the Provider. <br />14. 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 <br />Agreement between the parties unless and until modified in writing and signed by the parties. <br />Modifications may be evidenced by telefacsimile signature. <br />15. Governing Law: 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 <br />terms of this Agreement such litigation shall be initiated in the General Court of Justice of North <br />Carolina seated in Orange County, North Carolina. <br />16. 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 <br />its statutory mandate. In the event that public funds are unavailable and not appropriated for the <br />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 of <br />the unavailability and non-appropriation of public funds. <br />Revised June 2011 4 <br />