S Purchasing - Linked Economic Development & Affordable Housing Foundation Amendment

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Orange County Development Management Services/LEDAHF 2 4. Fees. Client agrees to pay LEDAHF a fixed monthly fee ("Fee") in the amount of Eight .Thousand One Hundred Dollars ($8,100) for the services provided pursuant to this Agreemen#. This compensation is related to a minimum of 35 hours per week of time dedicated to the Projects and other directives of the Orange County Staff. LEDAHF will devote the entirety of Jeffrey Thompson's time and talents (less the required administrative time for LEDAHF Executive Director duties in service of its Board) to Orange County Staff. All existing contractual obligations and unpaid fees due to LEDAHF related to the Orange County Sportsplex and the Southern Orange Senior Center (approximately $29,500 through 10/31/06) will be relieved as of the execution date of this Agreement. Any significant change in the scope of services required by Orange County that warrant an increase in this total compensation amount will be addressed in an addendum to this Agreement agreed to by both the Client and the Project Manager. 5. Reimbursable Expenses. Client shall reimburse the Project Manager for its direct costs incurred to only include reasonable lodging, reproduction expenses, presentation expenses, and mileage at the rate of $.40 per mile. Telephone expenses will be the responsibility of the Project Manager. All reimbursement expense reports must by approved by Orange County Staff. Orange County will provide office space and support when LEDAHF is working in Orange County on the assigned Projects. 6. . Termination of Services. Client may terminate this Agreement if the Project Manager is in breach of its obligations contained in this Agreement. Project Manager may terminate this Agreement. if Client is in breach of its obligations contained in this Agreement. Orange County may terminate this Agreement at any time subject to Client's obligation to pay Project Manager for services rendered (to .the date of termination) pursuant to this Agreement. 7. Independent Contractor. Each party is, and shall remain, an independent contractor with respect to all services performed under this Agreement. Nothing is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties or as constituting either party as the agent, representative, or employee of the other for any purpose or in any manner whatsoever. Each party represents that it has or will secure at its own expense all personnel required in performing their respective services under this Agreement. Any and all personnel of either party or other persons engaged in the performance of any work or services under this Agreement shall have no contractual relationship with the other party, and shall not be considered an employee of any other party. Any and all claims that might arise under the Unemployment Compensation Act, the Workers' Compensation Act of the State of North Carolina, or any other applicable Federal or State law, rule, or regulation on behalf of said personnel, arising out of employment or alleged employment, including, without limitation, claims of discrimination against either party, its officers, agents, contractors, or employees shall in noway be the responsibility of the other party. To the extent permitted by law, each party shall defend, indemnify, and hold the other party, its officers, agents, and employees harmless from any and all such claims. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind whatsoever from the other party, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensation, Re-Employment Insurance, disability, severance pay, or PERA. •