Orange County NC Website
DocuSign Envelope ID:7C9F4211-92EE-4B94-AB23-EB164751 C56C <br /> any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost <br /> to the County. <br /> 7. Additional Terms 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 or among the terms of <br /> the Contract Documents, the terms in the Contract Document with the highest relative precedence <br /> shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, <br /> above, with this contract document having the highest precedence then the first listed document and <br /> the last-listed document having the lowest precedence. If there are multiple Contract Amendments, <br /> the most recent amendment shall have the highest precedence and the oldest amendment shall have <br /> 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 or paid by the County on behalf of the Provider or the <br /> employees of the Provider. <br /> 11. Insurance: Provider shall obtain, at its sole expense, Professional Liability or Errors and Omissions <br /> Insurance, and any additional insurance as may be required by County's Risk Manager as such <br /> insurance requirements are described in the Orange County Risk Transfer Policy and Orange County <br /> Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and <br /> may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's <br /> Risk Manager determines additional insurance coverage is required such additional insurance shall <br /> consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall <br /> not commence work until such insurance is in effect and certification thereof has been received by <br /> the County's 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 attorney's <br /> fees) arising from bodily injury, including death, to any person or persons or damage to or <br /> destruction of any property caused in whole or in part by any negligent or intentional act or omission <br /> 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 and Signatures: The parties have read this Agreement and agree to be bound by all <br /> of its 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. This <br /> Agreement together with any amendments or modifications may be executed electronically. All <br /> electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and <br /> Article 40 of North Carolina General Statute Chapter 66. <br /> 4 <br /> Revised 06/16 <br />