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DocuSign Envelope ID: 1 EF49E6B-1 EF0-47A4-BA6D-5E74D5138CF9 <br /> 3. Independent Contractor: The Provider shall operate as an independent contractor and the <br /> County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated <br /> as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or <br /> workers' compensation purposes. The Provider understands that neither federal, nor state, nor shall payroll <br /> tax of any kind be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br /> 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability <br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may <br /> be required by County's Risk Manager as such insurance requirements are described in the Orange County <br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is <br /> incorporated herein by reference and may be viewed at <br /> http://www.orangecountync.gov/departments/purchasing division/contra cts.php). If County's Risk <br /> Manager determines additional insurance coverage is required such additional insurance shall consist of N/A <br /> (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work <br /> until such insurance is in effect and certification thereof has been received by the County's Risk Manager. <br /> 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County <br /> from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br /> attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or <br /> destruction of any property caused in whole or in part by any negligent or intentional act or omission on the <br /> part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed <br /> pursuant to this Agreement on the part of the Provider. NEITHER ORANGE COUNTY NOR <br /> PROVIDER MAY ASSERT AGAINST THE OTHER ANY CLAIM IN CONNECTION WITH <br /> THIS AGREEMENT UNLESS THE ASSERTING PARTY HAS GIVEN THE OTHER PARTY <br /> WRITTEN NOTICE OF THE CLAIM WITHIN ONE (1) YEAR AFTER THE ASSERTING <br /> PARTY FIRST KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO <br /> SUCH CLAIM. THE LIABILITY OF PROVIDER, WHETHER BASED ON AN ACTION OR <br /> CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL <br /> EVENTS, ACTS OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE <br /> AMOUNT OF FEES PAID TO PROVIDER TO THE DATE OF SUCH CLAIM UNDER THE <br /> STATEMENT OR STATEMENTS OF WORK UPON WHICH SUCH ACTION OR CLAIM IS <br /> BASED. THE FOREGOING LIABILITY LIMITATION SHALL NOT APPLY WITH RESPECT <br /> TO DAMAGES INCURRED AS A RESULT OF THE FRAUD, GROSS NEGLIGENCE OR <br /> WILLFUL MISCONDUCT OF PROVIDER OR CLAIMS ALLEGING BODILY INJURY OR <br /> PROPERTY DAMAGE BY PROVIDER OR ITS PERSONNEL INCIDENT TO THE <br /> PERFORMANCE OF ITS CONSULTING SERVICES HEREUNDER. NOTWITHSTANDING <br /> ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR <br /> ANY LOST PROFITS OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, <br /> EXEMPLARY, PUNITIVE, AND/OR SPECIAL DAMAGES, ARISING OUT OF OR IN <br /> CONNECTION WITH THIS AGREEMENT. <br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of <br /> the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon <br /> reasonable notice to the Provider. <br /> 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be <br /> bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the <br /> Agreement between the parties unless and until modified in writing and signed by the parties. This <br /> Agreement together with any amendments or modifications may be executed electronically. All electronic <br /> signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of <br /> North Carolina General Statute Chapter 66. <br /> Revised 1/16 2 <br />