Orange County NC Website
Revised 2/17 <br /> 2 <br />3. Independent Contractor: The Provider shall operate as an independent contractor and the <br />County shall not be responsible for any of the Provider’s acts or omissions. The Provide r shall not be treated <br />as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or <br />workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of <br />any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br /> <br />4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability <br />Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may <br />be required by County’s Risk Manager as such insurance requirements are described in the Orange County <br />Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br />incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk <br />Manager determines additional insurance coverage is required such additional insurance shall consist of N/A <br />(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work <br />until such insurance is in effect and certification thereof has been received by the County’s Risk Manager. <br /> <br />5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br />from all 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 to or <br />destruction of any property caused in whole or in part by any negligent or intentional act or omission on the <br />part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed <br />pursuant to this Agreement on the part of the Provider. <br /> <br />6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br />the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon <br />reasonable notice to the Provider. <br /> <br />7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be <br />bound by all 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 electronic <br />signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of <br />the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. <br /> <br />8. Priority: In determining the basic services to be provided, should any documents be <br />referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict <br />between the terms of referenced documents and the terms of this Agreement. <br /> <br />9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the <br />State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and <br />federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, <br />policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living <br />Wage Policy (each policy is incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this <br />requirement is a breach of this Agreement and County may immediately terminate this Agreement without <br />further obligation on the part of the County. This paragraph is not intended to limit and does not limit the <br />definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and <br />shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By <br />executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the <br />services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. <br /> <br />DocuSign Envelope ID: 52FB3400-CB52-4D46-9231-157F153B491B