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e~o;c ~8 P k C F 6`2°5 10. FORCE MAJEURE OR COMMERCIAL IMPRACTICABILITY Either party shall be excused for failures and delays in performance of its respective obligations under this Agreement due to any cause beyond the reasonable control and without the fault of such party including, without limitation, acts of God such as fire, flood, and earthquake; acts of government (i.e., civil injunctions or enacted statutes and regulations); or acts or events caused by third parties such as riot, strike, or explosion; or inability due to any of the aforementioned causes to obtain necessary labor, materials or facilities. This provision shall not, however, extend the Term or release such party from using its best efforts to avoid or remove such cause and such party shall continue performance hereunder promptly whenever such causes are removed. Upon claiming any such excuse or delay in performance, such party shall give prompt notice thereof to the other party, provided that failure to give such notice shall not in any way limit the operation of this provision. 11. RELATIONSHIP In performing its services hereunder, Provider is acting as an independent contractor and neither Provider nor Provider's Staff shall be considered employees of the County. The parties agree and acknowledge that, as an independent contractor, Provider retains the right to contract with and provide services to facilities and persons other than County and its residents and nothing in this Agreement shall be interpreted as limiting or restricting that right in any way except as expressly stated elsewhere in this Agreement. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between the parties hereto, and nothing contained herein shall be construed to authorize either party to act as agent for the other. Provider shall be liable for its own debts, obligations, acts and omissions, including with respect to all of Providers' Staff, the payment of all applicable compensation, wages, pensions, workers' compensation, insurance, and all required withholding, social security and other taxes and benefits. Neither Provider nor any Provider's Staff shall be subject to any County policies solely applicable to County employees, or eligible for any employee benefit plan offered by County. 12. NOTICES All notices required hereunder be either party to the other shall be in writing, delivered personally, sent via facsimile or by certified or registered mail, return receipt requested, or by overnight courier to the address shown below or to such other address as either party may from time to time designate by written notice as required hereby. Notices shall be deemed to have been duly given on the first to occur of either (1) the date delivered personally, (2) the date stated in a notice by the receiving party confirming receipt by facsimile, or (3) the date which is three days following deposit with the U.S. Postal Service, certified, return receipt requested. If to County: COUNTY MANAGER Lee County, North Carolina PO Box 1968 / 106 Hillcrest Drive 8