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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 /> 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. Provider shall at all times remain in <br /> compliance with all applicable local, state, and federal laws, rules, and regulations including but <br /> not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General <br /> Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor <br /> and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of <br /> the North Carolina General Statutes. Where applicable, failure to maintain compliance with the <br /> requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of <br /> this Agreement. By executing this Agreement Provider affirms Provider is in compliance with <br /> Article 2 of Chapter 64 of the North Carolina General Statutes. <br /> 4 <br /> Revised May 2014 <br />