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K. Work Product. The final work product will be the property of the <br />CONTRACTING GOVERNMENT to be used as stated in the specific engagement <br />letter. Ancillary use of the product is permitted but GRS is not responsible for the <br />reliability of those projections. It is understood that all reports are subject to the <br />open records laws of the State of Texas and the contracting jurisdiction. <br />L. Indenendent Contractor. All the services provided by GRS will be as an <br />independent contractor. None of the terms in the engagement letter will be <br />interpreted to create an agency or employment relationship. <br />M. Biennial Reviews. CONTRACTING GOVERNMENT agrees to provide census <br />data in off years using the same cut off date and delivery dates as used for the year <br />of review. Actuary agrees to review the off year census data and provide <br />CONTRACTING GOVERNMENT with timely feedback regarding deficiencies in <br />the data. <br />N. Term. The term of this master agreement will be governed by the afore referenced <br />NCTCOG RFP and will expire on September 30, 2012. <br />0. Comqlete Agreement. This letter combined with the specific engagement letter <br />and as clarified by the RFP and Proposal set forth the entire agreement between the <br />CONTRACTING GOVERNMENT and GRS. <br />P. Indemnification. GRS covenants and agrees to indemnify and hold hannless and <br />defend and does hereby indemnify, hold harmless, and defend NCTCOG and <br />CONTRACTING GOVERNMENTS, its officers and employees, from and against <br />any and all suits or claims for damages or injuries, including death, to persons or <br />property, whether real or asserted, arising out of any negligent act or omission on <br />the part of the contractor, its officers, agents, servants, employees, or <br />subcontractors, and the contractar does hereby assume all liability for injuries, <br />claims or suits for damages to persons, property, or whatever kind of character, <br />whether real or asserted, occurring during or arising out of the performance of a <br />contract as a result of any negligent act or omission on the part of the contractor, its <br />officers, agents, servants, employees, or subcontractors to the extent permitted by <br />law. Please review this master agreement letter and the attached schedules and <br />indicate your acceptance by having an official of CONTRACTING <br />GOVERNMENT sign below. <br />Q. Force Maieure. A force majeure event shall be defined to include governmental <br />decrees or restraints, acts of God (except that rain, wind, flood or other natural <br />phenomena normally expected for the locality, shall not be construed as an act of <br />God), work stoppages due to labor disputes or strikes, fires, explosions, epidemics, <br />riots, war, rebellion, and sabotage. If a delay or failure of performance by either <br />party to this contract results from the occurrence of a force majeure event, the delay <br />, • , , • - <br />