Orange County NC Website
DocuSign Envelope ID: E5125061 -EBDC- 4026- B598- F44E12576444 <br />any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost <br />to the County. <br />7. Additional Terms and Conditions. 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 />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 o1• <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 withhold 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/purchas'ing division /contractsphp). If County's <br />Risk Manager determines additional insurance coverage is required such additional insurance shall <br />consist of NIA (if no additional insurance required mark NIA as being not applicable). Provider shall <br />not commence work until such insurance is in cffect and certification thereof has been received by <br />the County's Risk Manager. <br />12. Indemni : 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 />patties 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 11 A and <br />Article 40 of North Carolina General Statute Chapter 66. <br />4 <br />Revised 06118 <br />