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4 <br /> personnel, equipment,tools and other materials at his own expense. <br /> iv. The Customer shall make its facilities and equipment available to the Consultant as <br /> reasonably necessary in connection with the Services. <br /> 2. Independent Contractor Relationship. The Consultant's relationship with the Customer shall be that <br /> of an independent contractor, and nothing in this Agreement should be construed to create a <br /> partnership, joint venture, agency or employer-employee relationship between the Parties. The <br /> Consultant is not the agent of the Customer or any of its affiliates and is not authorized and shall not <br /> have any authority to make any representation, contract or commitment on behalf of the Customer <br /> or its affiliates, or otherwise bind the Customer or its affiliates in any respect whatsoever. For the <br /> avoidance of doubt, Consultant is not authorized to make any representation, contract or <br /> commitment on behalf of the Customer or its affiliates for the purchase of Public Safety Systems. The <br /> Consultant shall be solely responsible for all tax returns and payments required to be filed with or <br /> made to any federal, state or local tax authority with respect to the Consultant's performance of the <br /> Services and receipt of fees under this Agreement. The Customer may regularly report amounts paid <br /> to the Consultant with the Internal Revenue Service as required by law. The Consultant shall comply <br /> with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal <br /> laws, rules and regulations including, without limitation, obligations such as payment of all taxes, <br /> social security, disability and other contributions based on fees paid to the Consultant under this <br /> Agreement. <br /> 3. Compensation. <br /> a. Consulting Fees. The Customer shall, in consideration of the performance of the Services, pay <br /> the Consultant the sums set forth on Exhibit B (the "Consulting Fees"). Each Customer entity <br /> shall pay the portion of their costs as set out in Exhibit B. Any change orders or additional <br /> services shall be contracted and paid for by the respective party, without contribution from <br /> the other party. <br /> i. The maximum amount payable for services under this agreement shall not exceed <br /> $545,310. <br /> b. Payment Milestones. See Exhibit C <br /> c. Payments. Payments will be made by ACH.After contract signing,you will receive a separate <br /> email with our ACH information for payment. Consultant agrees to complete any County <br /> forms required to remit payment via ACH. <br /> d. Late Payments are subject to a 1.5% interest fee on the outstanding late balance. <br /> e. Taxes. Our Cost Proposal does not include any taxes — local, county, state, or federal. The <br /> Agency is responsible for paying all taxes on the services we provide. If required to pay applicable <br /> taxes for your specific jurisdiction, those will be invoiced to you. If you are a tax-exempt agency, <br /> you will need to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable <br /> taxes to the appropriate entities, which you will be required to reimburse us for. For clarity, we <br /> are responsible for paying our income taxes—state and federal —as applicable, arising from the <br /> services provided in this agreement. <br /> Page 2 of 19 <br />