Orange County NC Website
DocuSign Envelope ID: B0592255-65C9-4088-856C-ED399C645C1D <br /> timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in <br /> the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, <br /> ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not <br /> sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or <br /> responsibility granted or required by this Agreement,without the prior written approval of the County. <br /> SPECIFIC TERMS <br /> 1. Pam: The County agrees to pay at the rates specified for Services satisfactorily <br /> performed in accord with this Agreement. The amount to be paid by the County shall not exceed TWO <br /> THOUSAND FOUR HUNDRED FORTY FIVE DOLLARS, ($2,445.00) - Payment for Services shall <br /> become due and payable in direct proportion to satisfactory services performed and work accomplished. <br /> Payments will be made as percentages of the whole as individual Services milestones are achieved. (For this <br /> Agreement, Provider may invoice individually for each Task (i.e. $815.00 per Task) upon County's <br /> acknowledgement of the satisfactory completion of each individual Task.). Payment shall be made within <br /> thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under <br /> the terms of this Agreement, County may,without fault or penalty,withhold any payment associated with the <br /> work to be performed until such time as said work is completed. <br /> 2. Non—waiver: Failure by County at any time to require the performance by Provider of any <br /> of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor <br /> shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of <br /> this Non-Waiver Clause. <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 Provider 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 /> 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 be designated <br /> here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not <br /> commence work until such insurance is in effect and certification thereof has been received by the County's <br /> Risk Manager. <br /> 5. Indemni : The Provider agrees, without limitation, to defend, indemnify, and hold harmless <br /> Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br /> reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to <br /> or destruction of any property caused in whole or in part by any negligent or intentional act or omission on <br /> the part of the Provider in carrying out Provider's duties and obligations related to the Services to be <br /> provided in this Agreement. <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 Provider. <br /> Revised 12/18 2 <br />