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DocuSign Envelope ID:5B6FF7D8-5B74-4BD3-BC2C-DDBAEB3C9E82 <br /> v) In the case of an unexpected closing or delayed opening (e g, inclement weather) of the <br /> County Offices when providing interpretation services, the Provider shall not be paid far <br /> missed appointments. When in doubt,the Provider can call 732-8 181 to see if'county offices <br /> we open ox-are on a delayed schedule When possible, the Provider is also asked to help call <br /> his/her scheduled clients to inform them of the delay of closing <br /> 5 Ierm.. the term of this Agreement shall be from July 1,2015 to Tune 30,2016. <br /> 6 Errors and Omissions. Provider represents and agrees that Provider is qualified to perform and fully <br /> capable of performing and providing the services required or necessary under this Agreement in a <br /> fully competent, professional and timely manner to the satisfaction of the County.. Provider shall be <br /> responsible for all errors or omissions, in the performance of the Agreement Provider shall correct <br /> any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost <br /> to the County <br /> 7 Additional Ierms and Condition. The County may have additional terms and condition that shall be <br /> provided as attachment 1, and shall be attached and are hereby incorporated by reference, <br /> 8 Precedence Among Contract Documents: In the event of a conflict between ox among the <br /> terms of the Contract Documents, the terms in the Contract Document with the highest <br /> relative precedence shall prevail. The order of precedence shall be the order of documents <br /> as listed in Paragraph 1, above, with this contract document having the highest precedence <br /> then the first listed document and the last-listed document having the lowest precedence. If' <br /> there are multiple Contract Amendments, the most recent amendment shall have the highest <br /> precedence and the 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 same, <br /> nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or <br /> a waiver of this Non-Waiver Clause <br /> 10. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall <br /> not be responsible for any of the Provider's acts or omissions The Provider shall not be treated as <br /> an employee with respect to the Services performed hereunder for federal or state tax,unemployment <br /> or workers' compensation purposes the Provider- understands that neither federal, nor state, nor <br /> shall payroll tax of any kind be withheld of paid by the County on behalf of the Provider or the <br /> employees of the Provider. <br /> 11. Insurance: the County recommends that Provider obtain, at its sole expense,all'insurance needed to <br /> adequately 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 attorney's <br /> fees) arising from any injury, including death,to any person or persons or damage to or destruction <br /> of any property caused in whole of in part by any negligent or intentional act or omission on the part <br /> 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 patties have read this Agreement and agree to be bound by all of its terms, <br /> and farther agree that it constitutes the complete and exclusive statement of the Agreement between <br /> 4 <br /> Revised 06/15 <br />