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