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K. Work Product. The final work product will be the property of the CONTRACTING GOVERNMENT to be used as stated in the specific engagement letter. Ancillary use of the product is permitted but GRS is not responsible for the reliability of those projections. It is understood that all reports are subject to the open records laws of the State of Texas and the contracting jurisdiction. L. Independent Contractor. one 11 the ~e services terms provided the engagement letter will be independent contractor. No interpreted to create an agency or employment relationship. M. Biennial Reviews. CONTRACTING GOVERNMENT agrees to provide census data in off years using the same cut off date and delivery dates as used for the year of review. Actuary agrees to review the off year census data and provide CONTRACTING GOVERNMENT with timely feedback regarding deficiencies in the data. will be 30, 2012 governed by the afore referenced N. Term. The term of this master agreement NCTCOG RFP and will expire on September letter 0. Complete Agreement. This letter combined mb t forth the ent re agreement the and as clarified by the RFP and Proposal CONTRACTING GOVERNMENT and GRS. P. Indemnification. GRS covenants and agrees to indemnify and hold harmless and defend and does hereby indemnify, hold harmless, and defend NCTCOG and CONTRACTING GOVERNMENTS, its officers and employees, from and against any and all suits or claims for damages or injuries, including death, to persons or property, whether real or asserted, arising out of any negligent act or omission or the part of the contractor, its officers, agents, servants, employees, subcontractors, and the contractor does hereby assume all liability for injuries, claims or suits for damages to persons, property, or whatever kind of character, whether real or asserted, occurring during or arising out of the performance of a contract as a result of any negligent act or omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors to the extent permitted by law. Please review this master agreement letter and the attached schedules and indicate your acceptance by having an official of CONTRACTING GOVERNMENT sign below. Q. Force Maieure. A force majeure event shall be defined to include governmental decrees or restraints, acts of God (except that rain, wind, flood or other natural phenomena normally expected for the locality, shall not be construed as an act of God), work stoppages due to labor disputes or strikes, fires, explosions, epidemics, either riots, war, rebellion, and sabotage. If occurrence of a force majeuroe event , bh delay party to this contract results from the (~Tl U 12 2