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X. HOLD HARMLESS CLAUSE Applicants shall defend, indemnify and hold harmless the County and its commissioners, officers, employees and agents, from any and all losses, damages, expenses (including reasonable attorneys fees) and other liabilities of any type whatsoever, arising out of or relating to any negligence, intentional tort, breach of contract, or breach of applicable law by the contractor (or vendor), or its employees, agents, subcontractors, or other persons or entities performing work under the contract. XI. SPECIAL CONTRACT TERMS AND CONDITIONS A. Procedures The extent and character of the services to be performed by the Applicant or firm shall be subject to the general control and approval of the Community Development Director or his designee. The Applicant or firm shall not comply with requests and/or orders issued by other than the Community Development Director or authorized representative acting within their authority for the County. B. Period of Performance The contract shall be effective upon contract execution and within such time frames as may be set forth therein. Successful Applicant must be able to begin work immediately after execution of contract. C. Termination Subject to the provisions below, the contract may be terminated by either party upon thirty (30) days advance written notice to the other party, but if any work or services hereunder are in progress and not complete as of the date of termination, then this contract may be extended upon written approval by the County until said work or services are completed and accepted. 1. Termination of Convenience In the event that this contract is terminated or canceled upon request, and for the convenience of the County, without the required thirty (30) days advance written notice, then the County shall negotiate reasonable termination costs, if applicable. 9 71