|
K. Termiaatlon:
<br />Termiaatloa for Conveakoce. The Coumy can temrinate this Contract for convenience by giving Contractor thirty
<br />(30) days prior written notice of termination, provided, however, that, the County agrees that in the evem of such
<br />Termination for Convenience, the County will pay to Contractor all costs incurred by the Contractor and aceepted by
<br />County in providing the CTY Service to the County to the date of such terminatior. These costs will specifically
<br />include one hundred percent of the cost incurred by the Contracts for licensing data to the County, and any other
<br />verified costs incurred by Contractor, which will be prorated to the date of termination, provided however, that the
<br />aggregate of such costs will not exceed the annual Service Fce.
<br />Termiaatlon Wit\ Cause. Either party may terminate the Contract in the event of a material breach by the other
<br />party, which breach remains uncured for ten (10) days folknving written notice to the breaching party. In the event of
<br />e termination by County for an uncured material breach, the County will receive a pro rate refund of any amounts paid
<br />but not utilized hereunder.
<br />L. Consent to Breach Not Waiver. No term or provision of this Contractor shall be deemed waived and no breach
<br />excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or
<br />consented. Arty consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not
<br />constitute consent to, waiver of, or excuse for any other differcm or subsequem breach.
<br />M. Remedies Not E:clnsive: The remedies for breach set forth in this Contract are cumulative as to one another and as
<br />to any other provided by law, rather than exclusive; and the expression of certain remedies in this Contract does not
<br />preclude resort by ehher Party to any other remedies provided by law.
<br />N. Independent Contracmr: Contractor shall be considered an independent Contractor and neither Contractor, its
<br />employees nor anyone working under Contractor shall be considered an agent or an employee of County. Neither
<br />Contractor its employees nor anyone working under Contractor, shall qualify for workers' wmpensation or other
<br />fringe benefits of arty kind through County.
<br />O. Performance: Conractor shall perform all work under this Contract, taking necessary steps and precautions to
<br />perform the work to County's satisfaction. Contractor shall be responsibk for the professional quality, technical
<br />assurance, timely completion and coordination of all documentation and other goods/services furnished by the
<br />Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workman-
<br />like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore;
<br />shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of
<br />County required in its governmental capacity, in connection with performance of the work; and, if permitted to
<br />subcontract, shall be fully responsible for all work pert'ormed by subcontractors.
<br />P. Indemnificatioo/Ioannnce:
<br />INDEMNIFICATION PROVISIONS
<br />Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and
<br />appointed officials, officers, employees, agents and those special districts and agencies which County's Board of
<br />Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or liability of
<br />any kind or nature, including but not limited to personal injury or property damage, arising from or related to the
<br />services, products ar other performance provided by Contractor pursuant to this Contract, as spceified in Attachment
<br />A, Scope of Work. If judgment is entasd against Contractor and County by a court of competem jurisdiction because
<br />of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will
<br />be apportioned as determined by the court. Neither Party shall request a jury apportionment.
<br />contract r roooooveso 7 arzsroa
<br />
|