2017-391 Aging - UNC-Chapel Hill for OC CARES

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SECTION FIVE RELATIONSHIP OF PARTIES The parties agree that Contractor is an independent contractor, and nothing in the Contract creates an employer-employee or a principal-agent relationship, partnership or joint venture between Orange County and Contractor. The Contract also does not create any such relationship between Orange County' s employees and Contractor. The conduct and control of Contractor's services performed under the Contract will lie solely with Contractor. On-site students are not and shall not be deemed to be employees or agents of Contractor. Orange County will provide Contractor a form 1099 at year-end to be submitted to the Federal and State taxing authorities for any fees paid to Contractor by Owner. No Federal, FUTA, Social Security, State of North Carolina or North Carolina Unemployment Tax will be withheld nor deposited on Contractor's behalf. Contractor is urged to consult an accountant for guidance in establishing tax payment schedules which are appropriate for Contractor's situation. Contractor is associated with Owner only on a sub-contractual basis. SECTION SIX LIABILITY AND INDEMNIFICATION The services to be performed under the Contract will be performed at Contractor's risk, and Contractor assumes all responsibility for practicing according to the laws of the State of North Carolina and the applicable Codes of Ethics for professional conduct. Contractor will carry, for the term of the Contract, professional self-liability insurance in an amount acceptable to Orange County: minimum coverage of $1,000,000 per occurrence/$3,000,000 aggregate. Owner agrees to maintain adequate general business liability and hazard insurance for the center, including adequate premise liability insurance during the term of the Contract. To the extent permitted by and in accordance with the North Carolina Tort Claims Act, Contractor will indemnify Orange County for any liability or loss arising from the negligent actions or omissions of Contractor in Contractor's performance of the Contract. Orange County will be solely responsible for Orange County's acts and omissions and those of its employees, representatives and agents, including but not limited to any and all wrongful acts and negligence of its employees, representatives and agents. To the extent provided by North Carolina law, Orange County will indemnify and hold harmless Contractor with respect to any and all losses, costs, damages or other liabilities, including without limitation reasonable attorneys' fees, arising from the actions or omissions of Orange County and/or its employees, representatives and agents, to the extent permissible under North Carolina state law. The indemnification in this Section Six shall survive the termination of the Contract.