1999 S Agreement SS - Contract Award Electronic Benefits Transfer Training for Food Stamp Recipients

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The parties agree that the records subject to audit shall be limited to records related to this project,and specifically excludes records relating to Contractor's general policies and information on Contractor's overhead and profit rates. 17. PRICE PROTECTION:The quoted prices shall not change during the term of this contract except as set forth in this subsection.Any downward price changes during the contract period must be general, either by reason of market change or on the part of the Contractor to other customers. Notification shall be given to the Contract Administrator in writing,concerning any proposed price adjustments.Such notification shall be accompanied by copy of manufacturers'notice or other evidence that the change is general in nature.County shall receive full proportionate benefit immediately at any time during the contract period. 18. INDEMNIFICATION AND RELATIONSHIP OF PARTIES (A)The Contractor is an independent Contractor,licensed and bonded and solely responsible for the employment,acts,omissions,control,and direction of its employees.The Contractor shall save and keep harmless and indemnify County against any and all liability arising out of the operations or performance of the work by the Contractor or its employees in connection with the contract.The Contractor shall not be deemed an employee of County. (B)In no event shall the Contractor be liable to State or to any third party for consequential,special, indirect or incidental damages arising out of the use or inability to use any software and/or services including,but not limited to,loss of data or information of any kind which the State may experience,or fines or penalties imposed on State for failure to meet a governmental law,regulation or requirement for which the software and or services are directly or indirectly used by State. 19. INSURANCE:The Contractor shall maintain general liability insurance coverage in sufficient amount to protect County,its agencies including DSS,its employees,its customers,and the general public against any loss,damage,and/or expense associated with the performance of its duties.The Contractor shall defend at Contractor cost,any and all claims asserted against County,its agents,or employees arising from the performance of this contract.County will cooperate with the Contractor and may participate in any defense at County's expense, in County's sole discretion. No settlements in any claims against County, its agencies or employees will be entered into by the Contractor,except upon the prior written consent of County.The insurance coverage shall include general liability,malpractice insurance,and other appropriate professional liability.County shall be named as a co- insured and entitled to all notices issued under the policy,to cover claims that may arise out of or result from the Contractor's services hereunder.Written evidence of insurance shall include,but shall not be limited to effective dates of coverage,limits of liability,insurer's names,policy numbers,and endorsement of representatives of the insurance company.The evidence of insurance must be submitted upon award of the contract.In the event the insurance coverage is canceled,County must be notified at least thirty(30)days prior to the cancellation of any coverage under the policy. 20. PERMITS,LICENSE,TAXES,AND STATE REGULATION:The Contractor shall procure all necessary permits and licenses and abide by all applicable laws,regulations and ordinances or all federal, State, and local governments in which work under this contract is performed. 21. STATE AND/OR COUNTY PROPERTY:The Contractor shall be responsible for the proper custody and care of any County of State owned property furnished for the Contractor's use in connection with the performance of this contract and the Contractor shall reimburse County and/or State for its loss or damage,normal wear and tear excepted. 22. SITE RULES AND REGULATIONS:The Contractor shall use its best efforts to ensure that its employees and agents,while on State or County premises,shall comply with site rules and regulations. 4