AG 2005 11 21 - Laserfiche WebLink

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Indemnification: The contractor covenants to save, defend, keep harmless, and indemnify the County and all of its officers, departments, agencies, agents and employees from and against all claims, loss, damage, injury, fines, penalties, and cost - including court costs and attorney's fees, charges, liability and exposure, however, caused - resulting from, arising out of, or in any way connected with the contractor's negligent performance or non-performance of the terms of the contract. Independent Contractor: The contractor shall be legally considered an independent contractor and neither the contractor nor its employees shall, under any circumstances, be considered servants or agents of the County; and the County shall be at no time legally responsible for any negligence or other wrongdoing by the contractor, its servants, or agents. The County shall not withhold from the contract payments to the contractor any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to the contractor. Further, the County shall not provide to the contractor any insurance coverage or other benefits, including Workers' Compensation, normally provided by the County for its employees. Nonappropriation: All funds for payment by the County under this contract are subject to the availability of an annual appropriation for this purpose by the Board of Commissioners. In the event of nonappropriation of funds by the Board of Commissioners for the services provided under the contract, the County will terminate the contract, without termination charge or other liability, on the last day of the then-current fiscal year or when the appropriation made for the then- current year for the services covered by this contract is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the contractor upon thirty (30) days' prior written notice, but failure to give such notice shall be of no effect and the County shall not be obligated under this contract beyond the date of termination. Riaht to Audit: The contractor shall maintain such financial records and other records as may be prescribed by the County or by applicable federal and state laws, rules and regulations. The contractor shall retain these records for a period of five (5) years after final payment, or until they are audited by the County, whichever occurs first. These records shall be made available during the term of the contract and the subsequent five-year period for examination, transcription, and audit by the County, its designees, or other authorized bodies. Termination for Convenience: The performance of work under the contract may be terminated by the County in whole or in part whenever the county determines that termination is in the best interest of the County. Any such termination shall be effected by the delivery to the contractor of a written notice of termination at lease thirty (30) days before the date of termination, specifying the G-e?