2019-400-E Human Rights Relations - Naw Paw Paw Hser interpretation services

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DocuSign Envelope ID:87213ABF-3732-4E88-B475-AD615EF503C2 7. AdditionaI Terms and Conditions. The County may have additional terms and condition that shall be provided as attachment 1, and shall be attached and are hereby incorporated by reference. 8. .Precedence Among Contract Documents:_ In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with this contract document having the highest precedence then the fast listed document and the last-listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence, 9. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 10. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the ,Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor shall payroll tax of any kind be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 11. Insurance: Provider shall obtain, at its sole expense, Professional Liability or Errors and Omissions Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements(each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php}. If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NIA(if no additional insurance required mark NIA as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 12. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims,demands,suits,costs,damages or expenses(including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 13, Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider, 14. Entire ApTeement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 15. Governing Law. Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement 4 Revised 06119