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claims, liabilities, Losses, damages, costs, or expenses, including, without
<br />limitation, reasonable attorney's fees, awards, fines, or judgments arising out of,
<br />or relating to any or all of the following:
<br />1. Inaccurate information or information known to the EDC relating to the
<br />Services provided to the County by the EDC and any and all actions, advice,
<br />decisions or judgments made or recommended to be made by the County in
<br />full or partial reliance thereon.
<br />2. Damages to persons, personal property, or the County caused by an act or
<br />omission of the EDC.
<br />3. All claims, suits, losses, injuries, death, and property liability, including,
<br />without limitation, expenses in connection with any such claim or suit,
<br />including reasonable attorney's fees, occurring in the performance of the
<br />proposed services.
<br />4. All claims and liabilities resulting from the EDC's violation of federal, state,
<br />or local statute, regulation, or ordinance.
<br />5. In the event that any good, service, or process sold and delivered or sold and
<br />performed hereunder shall be defective in any respect whatsoever, the EDC
<br />shall indemnify and save harmless the County from all loss or the payment of
<br />all sums of money by reason of all accidents, injuries, or damages to persons
<br />or property that shall happen or occur in connection with the use or sale of
<br />such good, service, or process and are contributed to by said condition.
<br />F. Intellectual Property. If any claim based upon alleged infringement of rights in
<br />any patent, copyright, trademark, or trade name is asserted against the County by
<br />virtue of the purchase of any good, service, or process hereunder, the EDC shall
<br />indemnify and hold the County harmless from all claims, demands, and legal
<br />obligations against the County in preparation or in defense of such claims, or in
<br />settlement thereof.
<br />G. Strict Compliance. The County may at any time insist upon strict compliance
<br />with these terms and conditions notwithstanding any previous course of dealing or
<br />course of performance between the parties to the contrary.
<br />H. Bankruptcy. If any bankruptcy or insolvency proceedings are commenced against
<br />EDC and are not dismissed within sixty (60) days after service of such proceeding
<br />on EDC, or if EDC shall file a petition in bankruptcy or for reorganization or to
<br />effect a plan or other arrangement with creditors, or be adjudicated bankrupt or
<br />make an assignment for the benefit of creditors, or be dissolved or liquidated, or
<br />shall admit in writing its inability to pay its debts generally as they become due,
<br />or a receiver, trustee or liquidator of EDC or of all or substantially all of the
<br />property of EDC is appointed in any proceeding brought by EDC, or if any such
<br />receiver, trustee, or liquidator is appointed in any proceeding against EDC, and
<br />any such receiver, trustee or liquidator is not discharged within sixty (60) days
<br />after service of such appointment on EDC, this agreement, at the sole option of
<br />County, shall be null and void.
<br />Attachment number 1
<br />G -3 Page 500
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