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DocuSign Envelope ID: D81 B019F-4A59-4FC4-90DB-1 FC6D399777A <br /> workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of <br /> any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. <br /> 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to <br /> adequately insure itself during the performance of these services. <br /> 5. Indemnity: The Provider agrees, without limitation, to defend, indemnify, and hold harmless <br /> Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br /> reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to <br /> or destruction of any property caused in whole or in part by any negligent or intentional act or omission on <br /> the part of the Provider in carrying out Provider's duties and obligations related to the Services to be <br /> provided in this Agreement. <br /> 6. Termination: <br /> a. Termination. This Agreement may be terminated at any time by mutual written <br /> agreement of the parties or by the County upon written notice to the Provider. County <br /> may suspend this Agreement upon reasonable notice to Provider. County acknowledges <br /> that Provider has reserved the specific day and time set forth in this Agreement and, in <br /> doing so, County understands that Provider has forgone or may forgo other significant <br /> income producing opportunities as a result of this Agreement. <br /> b. Cancellation. If County cancels this Agreement for any reason other than Force Majeure <br /> the following cancellation fee will apply: <br /> i. If such notice is received more than sixty(60) days prior to the Date of Services, <br /> County shall pay 50%of the Fee as the cancellation fee; <br /> ii. If such notice is received sixty (60) days or less prior to the Date of Services, <br /> 100%of the Fee shall be due and payable immediately. <br /> iii. County shall also pay or reimburse Provider for any non-refundable travel <br /> related expenses incurred by Provider prior to cancellation. <br /> d. If Speaker is unable to perform the Services on the date specified in this Agreement, <br /> Provider will use good faith efforts to reschedule the Services for a future date. <br /> However, if a new date cannot be agreed upon, all monies paid to date will be refunded <br /> to County. <br /> 7. Force Majeure: Neither Party shall be liable to the other for any delay or failure to perform <br /> under this Agreement if the delay or failure to perform is without the fault or negligence of the Party <br /> claiming excusable delay and is due to causes beyond the control of that Party, including, but not limited to <br /> acts of God, illness, unforeseen emergency, transportation problems, war, terrorism, acts of the government, <br /> fire, floods, epidemics, quarantine restrictions, strikes, labor disputes and work stoppages. Each Party shall <br /> promptly notify the other Party of such force majeure condition. The terms of this paragraph shall not <br /> exempt,but merely suspend any Party from its duty to perform the obligations under this Agreement until as <br /> soon as practicable after a force majeure condition ceases to exist. The non-performing party shall furnish the <br /> other party with periodic reports regarding the progress of the force majeure event. The non-performing <br /> party shall use reasonable diligence to minimize damages and to resume performance. Best efforts will be <br /> made by all parties to reschedule the Event at a mutually convenient time, however if a new date cannot be <br /> agreed upon all monies paid to date will be refunded to County within 120 days. County shall remain <br /> responsible for payment of any non-refundable travel expenses incurred by Provider should the Event be <br /> cancelled due to a Force Majeure condition and shall also pay for Provider's travel expenses if the Event is <br /> re-scheduled for a future date as a result of such condition. <br /> 8. Promotion of Event: County shall not, directly or indirectly, promote or publicize Speaker's <br /> Services at the Event until (i) this Agreement is fully executed by both Parties, and (ii) County has paid the <br /> Revised 12/18 2 <br />