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omissions by Contractor, including Contractor's agents, employees or subcontractors. Contractor
<br />acknowledges that it also has agreed to defend, indemnify and hold Mecklenburg County and the
<br />Mecklenburg County Sheriff's Office, and their respective insurers, agents and employees, harmless
<br />against all liability, loss, damage and expenses (including reasonable attorneys' fees) resulting from or
<br />arising out of this Contract to the extent such liability, loss, damage or expense is proximately caused by
<br />the negligent or willful bad act(s) or omissions by Contractor, including Contractor's agents, employees
<br />or subcontractors. It is the intention of the Parties that the obligations of Contractor under this Paragraph
<br />shall be for the acts or omissions of its employees and agents, and any indemnification of Client by
<br />Contractor will only be to the extent of the Contractor's negligent or willful bad act(s), including that of
<br />its employees or agents. Under no circumstances shall Contractor be obligated to assume any liability for
<br />the acts or omissions of any person or entity that is not an employee or agent of Contractor. Under no
<br />circumstances shall Client be obligated to assume any liability for the acts or omissions of any person or
<br />entity that is not an employee or agent of Client. The provisions of this paragraph shall survive the
<br />expiration or termination of this Contract. In no event, shall Client or Contractor be liable for any loss of
<br />business or profits, penalties, sanctions or special or indirect, consequential, punitive, exemplary or
<br />liquidated damages. Notwithstanding (lie foregoing or anything to the contrary, Contractor's total liability
<br />under this Contract to Client, and Client's respective parent company, subsidiaries, insurers, agents and
<br />employees and Mecklenburg County, the Mecklenburg County Sheriff's Office and their respective
<br />insurers, agents and employees collectively, shall not exceed $1,000,000; the foregoing limitation shall
<br />not apply to claims brought directly against Contractor by third parties.
<br />7. INABILITY TO PERFORM SERVICES. Contractor shall not be liable for any failure or
<br />delay in performing the Services, in whole or in part, where such failure or delay is caused by
<br />circumstances beyond Contractor's control, including acts of God, severe weather, fire, terrorism,
<br />vandalism or civil riots, war, civil disturbance, court order or any other cause over which Contractor does
<br />not have direct control. Notwithstanding the foregoing, in the event of severe weather, Contractor shall
<br />consult with Client to determine whether the Services can be delivered in a reasonable and safe manner,
<br />S. RECRUITMENT AND TRAINING EXPENSES. Each Patient Support Officer has been
<br />recruited and trained at Contractor's expense using methods and training programs developed by
<br />Contractor. Client would receive the benefits and Contractor would suffer the loss of such recruiting and
<br />training expense if Client hired any such Patient Support Officer. It is impractical or impossible to
<br />quantify with certainty the precise cost to Contractor of recruiting and training each Patient Support
<br />Officer, but the sum of Two Thousand Five Hundred and 00100 Dollars ($2,500.00) constitutes a
<br />reasonable approximation of such recruiting and training expense (the "Reimbursement Fee "). Client
<br />shall pay to Contractor the Reimbursement Fee for each Patient Support Officer who is employed by
<br />Contractor during the Term and is hired or retained by Client during the Term of this Contract or for a
<br />period of one (1) year following the expiration of the Term.
<br />9. COMPLIANCE; QEALITY. Contractor shall comply with all applicable Federal, State and
<br />local laws, rules, regulations, including, without limitation, Federal Motor Vehicle Safety Standards and
<br />Regulations, if applicable, and Contractor will perform the Services in a manner that furthers the Client's
<br />goal of accreditation with the standards of The Joint Commission and the Centers for Medicare and
<br />Medicaid. Contractor shall comply with all applicable rules, policy and procedures of Client including,
<br />without limitation, the current version of Client's Contractor Guidelines and Requirements for those
<br />Patient Support Officers providing services to Client, the same being attached hereto as Schedule C and
<br />incorporated herein by reference. Contractor shall provide Services at all times in a competent and
<br />professional manner and not discriminate on the basis of race, color, religion, sex, national origin, age,
<br />disability, or veteran status in the performance of the Services.
<br />Page 3 of 6
<br />Attachment number 3
<br />F -2 Page 75
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