2017-261-E Health - Dixon Hughes Goodman, LLP to prepare analysis of 2016 Cost Report

Browse Search

DocuSign Envelope ID:832DFDF3-2A7B-415B-AF03-6A9B7508B20F be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). if County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. NEITHER ORANGE COUNTY NOR PROVIDER MAY ASSERT AGAINST THE OTHER ANY CLAIM IN CONNECTION WITH THIS AGREEMENT UNLESS THE ASSERTING PARTY HAS GIVEN THE OTHER PARTY WRITTEN NOTICE OF THE CLAIM WITHIN ONE (1) YEAR AFTER THE ASSERTING PARTY FIRST KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO SUCH CLAIM. THE LIABILITY OF PROVIDER, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO PROVIDER TO THE DATE OF SUCH CLAIM UNDER THE STATEMENT OR STATEMENTS OF WORK UPON WHICH SUCH ACTION OR CLAIM IS BASED. THE FOREGOING LIABILITY LIMITATION SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PROVIDER OR CLAIMS ALLEGING BODILY INJURY OR PROPERTY DAMAGE BY PROVIDER OR ITS PERSONNEL INCIDENT TO THE PERFORMANCE OF ITS CONSULTING SERVICES HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, AND/OR SPECIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, Revised 1/16 2