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iv. If the Provider is assisting County staff with a large volume of phone calls outside of <br /> a scheduled appointment time, the Provider should complete a Call Log to submit <br /> along with an invoice describing the services performed. This type of service is paid <br /> by the minute,without a one hour minute requirement for payment. <br /> v. In the case of an unexpected closing or delayed opening(e.g., inclement weather) of <br /> the County Offices when providing interpretation services, the Provider shall not be <br /> paid for missed appointments. When in doubt,the Provider can call 732-8181 to see <br /> if county offices are open or are on a delayed schedule. When possible,the Provider <br /> is also asked to help call his/her scheduled clients to inform them of the delay or <br /> closing. <br /> 5. Term. The term of this Agreement shall be from July 1, 2013 to June 30,2014. <br /> 6. Errors and Omissions. Provider represents and agrees that Provider is qualified to perform and <br /> fully capable of performing and providing the services required or necessary under this <br /> Agreement in a fully competent, professional and timely manner to the satisfaction of the <br /> County. Provider shall be responsible for all errors or omissions, in the performance of the <br /> Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, <br /> mistakes or conflicts at no additional cost to the County. <br /> 7. Additional Terms and Condition. The County may have additional terms and conditions that <br /> shall be provided as an attachment(s)and is(are)hereby incorporated by reference. <br /> 8. Precedence Among Contract Documents: In the event of a conflict between or among <br /> the terms of the Contract Documents, the terms in the Contract Document with the <br /> highest relative precedence shall prevail. The order of precedence shall be the order of <br /> documents as listed in Paragraph 1, above, with this contract document having the <br /> highest precedence then the first listed document and the last-listed document having the <br /> lowest precedence. If there are multiple Contract Amendments, the most recent <br /> amendment shall have the highest precedence and the oldest amendment shall have the <br /> 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. Indemnity: 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 /> Revised June 2011 4 <br />