Orange County NC Website
4 <br />Revised 07/21 <br /> <br />5. Term. The term of this Agreement shall begin June 24, 2021 and extend to June 30, 2022, unless <br />sooner terminated in accordance with Section 13, Termination, of this Agreement. <br /> <br />6. Errors and Omissions. Provider represents and agrees that Provider is qualified to perform and fully <br />capable of performing and providing the services required or necessary under this Agreement in a fully <br />competent, professional and timely manner to the satisfaction of the County. Provider shall be <br />responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct <br />any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to <br />the County. <br /> <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 /> <br />8. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the <br />Contract Documents, the terms in the Contract Document with the highest relative precedence shall <br />prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with <br />this contract document having the highest precedence then the first listed document and the last-listed <br />document having the lowest precedence. If there are multiple Contract Amendments, the most recent <br />amendment shall have the highest precedence and the oldest amendment shall have the lowest <br />precedence. <br /> <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, nor <br />shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a <br />waiver of this Non-Waiver Clause. <br /> <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 an <br />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 shall <br />payroll tax of any kind be withheld or paid by the County on behalf of the Provider or the employees <br />of the Provider. <br /> <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/purchasing_division/contracts.php). If County’s <br />Risk Manager determines additional insurance coverage is required such additional insurance shall <br />consist of (if no additional insurance required mark N/A as being not applicable). Provider <br />shall not commence work until such insurance is in effect and certification thereof has been received <br />by the County’s Risk Manager <br /> <br />12. Indemnity: 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 destruction <br />of any property caused in whole or in part by any negligent or intentional act or omission on the part <br />of the Provider. <br /> <br />13. Termination: This Agreement may be terminated at any time by mutual written agreement of the <br />parties or by the County upon written notice to the Provider. Notwithstanding the foregoing, this <br />DocuSign Envelope ID: 489177C2-9D4E-4D86-8B77-F20A88D1C2DC