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7. Additional Terms and Condition. The County may have additional terms and condition that <br /> shall be provided as attachment 1, and shall be attached and are hereby incorporated by <br /> 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: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, <br /> Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may <br /> be required by Owner's Risk Manager as such insurance requirements are described in the <br /> Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage <br /> Requirements (each document is incorporated herein by reference and may be viewed at <br /> http://oran eg count goy/purchasina/contracts asp). If Owner's Risk Manager determines <br /> additional insurance coverage is required such additional insurance shall consist of (if no <br /> additional insurance required mark N/A as being not applicable). Provider shall not commence <br /> work until such insurance is in effect and certification thereof has been received by the Owner's <br /> Risk Manager. <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 /> 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 /> Revised November 2013 4 <br />