S Grant - Acceptance of Electronic Monitoring Initiative Grant Award & Authorization Deputy Sheriff Position

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(d) It is understood that the Contractor relies upon the infrastructure and services of certain third • parties, such as communications systems; and the system services provided by the Contractor may be subject to the latency and failure of these third party infrastructures or services. The Contractor does not warrant, nor is it liable for any latency or failures of these third party infrastructures or services. (e) It is understood that the responsibility of Contractor ends with respect to violations upon reporting of same. The responsibility thereafter for handling the Offender shall be that of the Agency. In the event of a failure of the Agency to properly react to a report, restrict activity or otherwise fail to take action with respect to an Offender, the responsibility shall be that of the Agency. (f) Agency acknowledges the warranties and liabilities disclaimed in Section 9 and it is agreed that Contractor shall not be liable for the acts of Offenders while being monitored in connection with this Agreement. (g) In the event a court of competent jurisdiction, mediation board, or other tribunal awards any direct damage against Contractor arising out of this Section 9, or any subsequent modifications or amendments to Section 9, Contractor and Agency expressly understand and agree that the amount of any such damage that Contractor shall be required to pay for any and all causes, whether in negligence, breach of contract, or otherwise, regardless of form of action, shall in the aggregate, be limited to the sums paid by Agency to Contractor under this Agreement. 10. Confidentiality The parties acknowledge and agree that they are in a confidential relationship. The parties further acknowledge that it may, at sometime become necessary to exchange confidential and/or proprietary information. The parties agree that should it become necessary to exchange such information, each party will endeavor to enter into a standard Confidentiality and Non-Disclosure Agreement prior to the exchange of said information. The parties further acknowledge that the Agency is a public entity subject to certain state and federal laws regulating disclosure of information and that any obligation of confidentiality imposed upon the Agency by this provision is superseded by state and federal disclosure requirements. Contractor understands and agrees agency is bound by public records statute and cannot enter into confidentiality agreement that would violate said statute. 11. Indemnification. Contractor agrees to defend, indemnify, and hold harmless the Agency, 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 the Contractor in performance of this Agreement, except to the extent same are caused by the negligence or willful misconduct of the Agency. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. 12. Independent Contractor. Contractor is an independent contractor of the Agency. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the services required under this Agreement. Such personnel of Contractor shall not be employees of or have any contractual relationship with the Agency. It is further agreed by Contractor that it shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein, including the withholding and reporting of any income derived from this Agreement. • 4