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as of October I, 2010, providing for adequate tinge to hold an orderly open enrollment period For employees. The COUNTY will provide the neecssary support documents so GEHRING GROUP can provide the benefit analysis in a time frame appropriate for an October 1, 2010 effective date. SECTION FOUR PA YMEAT GE' IRING GROUP will be compensated through either payment cif ccmtmissions received front the various carriers who have contracted with the COUNTY to provide coverage to the COUNTY, or thrrnrgh direct payment from COUNTY to GEARING GROUP as outlined in EAHIBIT "C" entitled "Fees". The annual services to he provided by the GEfIRING GROUP to the COUNTY are described in EXI1IBIT "A" entitled "SCOPE: OF SERVICES TO 13L, PROVIDED BY Gl'.A- LING GROUP"; and to include the "Additional Services" listed in EXHIBIT "A." The undertaking by GFIVIRING GROUP to perform professional services defined within this Agrcelllel1t extends only to those services specifically described herein. If Upon the request of the COUNTY, GEHRING GROUP agrees to perform additional services herelnlder, the COUNTY shall pay GEARING GROUP for the performance of such additional services an amount. (in addilic:nl to all other anlollnis payable under this Agreement) based on the hourly fees established herein, plus reimbursable expenses incurred by GF.,HRI.NG GROUP, or pursuant CO all addendum to this Agreement if executed by the parties to this Agreement addressing the additional services. SECTION FIVE ':IERNI I'he term shall colltrllcnce ulxln the parties' execution of the Agreement ("Commencement Date„). The term of this Agreement shall be three years, and may be renewed :for three additional one year periods at the sole opt.idn of the COUNTY. '.Flic COUNTY's option of extending the Agreement for an additional year shall be deemed automatically exercised, unless the COUN.I'Y gives written notice to the GEHRING GROUP of its intent not to exercise the option at least 60 days in advance of tlic anniversary of the Commencement Date. SECTION SIX STATUS OF G IIRING GROUP This Agreement calls for the performance of the services of GEHRING GROUP as an independent contractor, and GEHRING GROUP, an active Florida corporation, will not he considered an employee of the COUNTY for any purpose. SECTION SEVEN INDEMNIFICA'1'1ON GEI-MING GROUP shall protect, defend, indemnify, and hold harmless, the COUNTY, its employees, agents, elected or appointed officials, and representatives from any and all claims and liabilities, including all attorney's fees and court costs, including appeals, for which COUNTY, its employees, agents, elected or Page 2 of 8 31