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4 . INSURANCE . The Consultant shall not commence to perform the Services under <br /> this Agreement until it has obtained all the insurance required under this Agreement , set <br /> forth in Exhibit "C" attached hereto and incorporated herein by this reference in its entirety, <br /> and such certificates of insurance have been approved by the County's Risk Manager. <br /> The cost of such insurance shall be included in the Consultant' s fee . <br /> 5 . TERM ; TERMINATION . <br /> 5 . 1 . This Agreement shall remain in effect until the Services are completed , and all final <br /> invoices submitted and paid , estimated to be December 31 , 2007 , subject to sooner <br /> termination as provided herein . <br /> 5 . 2 . This Agreement may be terminated : (a ) by the County, for any reason , upon at least <br /> thirty (30 ) days' prior written notice to the Consultant ; or (b ) by the Consultant, for any <br /> reason , upon at least thirty (30 ) days' prior written notice to the County; or (c) by the <br /> mutual agreement of the parties . <br /> 5 . 3 . In the event of termination , the County's sole obligation to the Consultant shall be <br /> payment for those portions of satisfactorily completed work under this Agreement, together <br /> with unreimbursed expenses as provided herein . Such payment shall be determined on <br /> the basis of the percentage of work complete as estimated by the Consultant and agreed <br /> upon by the County up to the time of termination , together with unreimbursed travel <br /> expenses as provided herein . In the event of such termination , the County may, without <br /> penalty, elect to employ other persons to perform the same or similar services . In the <br /> event of termination of this Agreement, the Consultant agrees to provide copies of any and <br /> all documents prepared by the Consultant for the County in connection with this <br /> Agreement. <br /> 6 . INDEPENDENT CONTRACTOR. It is specifically acknowledged and agreed by the <br /> parties hereto that the Consultant is and shall be , in the performance of all Services and <br /> activities under this Agreement. <br /> 7 . MERGER ; MODIFICATION . This Agreement incorporates and includes all prior <br /> and contemporaneous negotiations , correspondence , conversations , agreements or <br /> understandings applicable to the matters contained herein and the parties agree that there <br /> are no commitments , agreements , or understandings of any nature whatsoever concerning <br /> the subject matter hereof that are not contained in this Agreement. No alteration , change , <br /> or modification of the terms of this Agreement shall be valid unless made in writing and <br /> signed by the Consultant and the County. <br /> 8 . SEVERABILITY. If any term or provision of this Agreement , or the application <br /> thereof to any person or circumstance shall , to any extent, be held invalid or unenforceable <br /> for the remainder of this Agreement, then the application of such term or provision to <br /> persons or circumstances other than those as to which it is held invalid or unenforceable <br /> shall not be affected , and every other term and provision of this Agreement shall be <br /> deemed valid and enforceable to the extent permitted by law. <br /> 2 <br />