Agenda - 02-03-2009 - 6d - Laserfiche WebLink

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County of Orange,NC. and BSCA,Inc. —Software Consulting 3 of 4 $45,000.00. Since BSCA cannot project exact tasks and hours before BSCA begins this contract,the not-to-exceed is a budget limit, but it does not imply that all services will be included for this amount. Relationship of Parties BSCA is an independent contractor of the County. BSCA represents that it has or will secure, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by BSCA that it shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein. Neither BSCA nor any employee of BSCA shall be deemed an officer,employee or agent of the County. Term & Cancellation The term of this Agreement shall be for a period of twelve months from the latest date written on the signature page of this Agreement. This Agreement may be cancelled by BSCA upon thirty (30) days'written notice to the County, and the County may terminate this agreement upon thirty (30) days'written notice to BSCA. County shall be responsible for payment for all charges and services rendered by BSCA up to and through the date of the written notice of termination, subject to the"Payment Terms" Section of this Agreement. Indemnification BSCA agrees to defend, indemnify,and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or misconduct of BSCA,except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require BSCA to indemnify the County to the extent permitted under North Carolina law. Non-Assignment BSCA shall not assign this Agreement, including rights to payments, to any other party without the prior written consent of the County. Entire Agreement 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. Governing Law This Agreement shall be governed by the laws of the State of North Carolina. IIII. OTHER TERMS AND CONDITIONS Limitation of Liabilities BSCA makes no representation or warranties,express or implied,with respect to the services it has or will furnish including,but not limited to,any implied warranties or merchantability or fitness for a particular purpose and assumes no liability to the County except as specifically set forth in this contract,or any mutually agreed amendments thereto. Any loss is limited to fees paid to BSCA for services rendered during this contract.