Orange County NC Website
Revised 12/18 <br /> <br /> <br />2 <br /> <br />1. Payment: 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 and fifty seven and twenty-eight cents, ($2457.28). 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 /> <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 /> <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 omi ssions. 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 /> <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 /> <br />5. Indemnity: 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 /> <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 /> <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. Modifications <br />may be evidenced by telefacsimile signature. This Agreement together with any amendments or <br />modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent <br />of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and <br />Article 40 of North Carolina General Statute Chapter 66. <br /> <br />8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by <br />the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance <br />with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state <br />DocuSign Envelope ID: 920A2621-7398-4086-AB1E-FEE85C2064B3